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August 06, 2013 Agenda
AGENDA CITY OF DENTON CITY COUNCIL August 6, 2013 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, August 6, 2013 at 3:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he /she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for August 6, 2013. 3. Receive a report, hold a discussion, and give direction regarding water and transportation issues which may be the subject of a November 2013 Constitutional Amendment Election called by the State of Texas. 4. Receive a report, hold a discussion, and give staff direction regarding the FY 2013 -14 City Manager's Proposed Budget, Capital Improvement Program, and Five -Year Financial Forecast. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. CLOSED MEETING 1. Closed Meeting: A. Deliberations regarding Real Property — Under Texas Government Code Section 551.072; Consultation with Attorneys — Under Texas Government Code Section 551.071. I. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the James Perry Survey, Abstract No. 1040, John Scott Survey, Abstract No. 1222, John Bacon Survey, Abstract No. 1541, and the John Davis Survey, Abstract No. 326, City of Denton, Denton County, Texas, and generally located along Western Boulevard between Airport Road and Jim Christal Road. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's City of Denton City Council Agenda August 6, 2013 Page 2 attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. 2. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential sale of certain real property interests located in the B.B.B & C. R.R. Co. Survey, Abstract Number 185 and the William Neill Survey, Abstract Number 971. Consultation with the City's attorneys regarding legal issues associated with the potential sale of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any potential litigation. B. Deliberations Regarding Certain Public Power Utilities: Competitive Matters — Under Texas Government Code Section 551.086. 1. Receive competitive public power information from staff in the form of a proposed operating budget for Denton Municipal Electric (DME) for the upcoming fiscal year, including without limitation, revenues, expenses, commodity volumes, and commitments, and the direction of DME; and discuss, deliberate, consider adoption of the budget and other matters, and provide staff with direction regarding such matters. 2. Receive a presentation from Denton Municipal Electric staff regarding public power utility competitive, financial and commercial matters pertaining to TMPA, a Joint Powers Agency, being a generation resource owned in common by the City of Denton, Texas, which holds a 213% interest in the same; including without limitation, plans, proposals, system improvements, fuel contracting, fuel transportation contracts, other contracting issues, the fixed and variable costs of operation of the generation unit, and capital improvement plans for the generation unit. Discuss, deliberate and provide staff with direction. C. Consultation with Attorneys — Under Texas Government Code Section 551.071. 1. Consult with the City's attorneys and provide direction with regard to the City of Denton Code of Ordinances Chapter 35 -221 and Denton Development Code Section 35.7.6.10 pertaining to procedures for obtaining permits pending designation as historic landmark; further with regard to V.T.C.A, Government Code Chapter 442 as it concerns designation of historic landmarks. D. Deliberations regarding Personnel Matters — Under Texas Government Code Section 551.074. City of Denton City Council Agenda August 6, 2013 Page 3 1. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rile making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission, the Historic Landmark Commission, the Planning and Zoning Commission, and the Zoning Board of Adjustment. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOVT. CODE, §551.001, ET SE Q. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071 - 551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: REGULAR MEETING 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations /Awards 3. CITIZEN REPORTS 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — M). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — M below will be approved with one motion. If City of Denton City Council Agenda August 6, 2013 Page 4 items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. Consider approval of the minutes of: July 9, 2013 July 16, 2013 B. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the City of College Station, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5315— Interlocal Agreement with the City of College Station). C. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston- Galveston Area Council of Governments (H -GAC) for the acquisition of residential refuse and recycling carts including replacement parts, for the City of Denton Solid Waste Department; and providing an effective date (File 5249— Purchase of Residential Recycling and Refuse Carts awarded to Rehrig Pacific Company in the not -to- exceed amount of $745,100 for a thirty (30) month time period). The Public Utilities Board recommends approval (6 -0). D. Consider adoption of 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 Teague Nall and Perkins, Inc. for engineering services including land surveying, civil engineering, project permitting and related consulting services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 5306 —in the not -to- exceed amount of $4,160,000). The Public Utilities Board recommends approval (6 -0). E. Consider adoption of 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 D &S Engineering Labs, PLLC, for geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 5311 —in the not -to- exceed amount of $1,650,000). The Public Utilities Board recommends approval (6 -0). F. Consider adoption of an ordinance of the City of Denton, Texas amending a Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, for structural, electric design, and other engineering related consulting services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 4755— Amendment to Professional Services Agreement in the not -to- exceed amount of $6,675,000 for a total not -to- exceed amount of $7,935,000). The Public Utilities Board recommends approval (6 -0). City of Denton City Council Agenda August 6, 2013 Page 5 G. Consider adoption of an ordinance accepting competitive proposals and awarding a contract for fiber optic services for Denton Municipal Electric in a three (3) year amount not to exceed $450,000; providing for the expenditure of funds therefor; and providing an effective date (RFP 5160— awarded to Cable Contractors, LLC, dba Contract Services and Equipment). The Public Utilities Board recommends approval (6 -0). H. Consider adoption of an ordinance awarding a contract under the Texas Multiple Award Schedule ( TXMAS) program for the purchase of furniture for the City of Denton Joint Public Safety Training Facility as awarded by the State of Texas (Contract TXMAS -3- 7110400); providing for the expenditure of funds therefor; and providing an effective date (File 5290— Furniture for Joint Public Safety Training Facility awarded to Krieger International, Inc. in the amount of $140,407.29). (2009 Congressionally Selected Ativard fsnded through the U,S Department ofJustice) L Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase and installation of an audio and video system for the City of Denton Joint Public Safety Training Facility; providing for the expenditure of funds therefor; and providing an effective date (RFP 5267 — awarded to Lantek Communications in the not -to- exceed amount of $267,955.48). (2008 Community Oi- ieuted Policivig,S21'vices (COP,S) grant) J. Consider adoption of an ordinance accepting competitive proposals and awarding a contract for wood grinding services for the City of Denton Beneficial Reuse Department in a three (3) year amount not to exceed $525,000; providing for the expenditure of funds therefor; and providing an effective date (RFP 5238 — awarded to Thelin Recycling Company, LP). The Public Utilities Board recommends approval (6 -0). K. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Contract of Sale (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between Timothy J. Murphy, Trustee of the Baker Revocable Trust, as Owner (herein so called), and the City of Denton, Texas, as Buyer, regarding the sale and purchase of fee simple to a 1.475± acre tract, more or less, situated in the William Crenshaw Survey, Abstract No. 318, located in the City of Denton, Denton County, Texas, as more particularly described in the Contract of Sale, located generally in the 1400 Block of North Ruddell Street (the "Property Interests "), for the purchase price of Eighty Five Thousand Dollars and No Cents ($85,000.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; and providing an effective date. (North Ruddell Street Connection) L. Consider the re- appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission. M. Consider approval of a resolution appointing members to the Board of Directors of the Denton Health Facilities Development Corporation; and providing an effective date. City of Denton City Council Agenda August 6, 2013 Page 6 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider approval of a resolution approving the naming of the Downtown Denton Transit Center after Dr. Euline Brock, and declaring an effective date. B. Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 17, 2013, City Council public meeting agenda to adopt a 2013 Tax Rate that will exceed the lower of the rollback rate or the effective tax rate; calling two public hearings on a tax increase to be held on August 20, 2013, and September 10, 2013 and calling a budget public hearing on the Fiscal Year 2013 -2014 Annual Program of Services of the City of Denton to be held on August 20, 2013; requiring publication of notices of the public hearings in accordance with the law; requiring publication of a notice of tax revenue increase in accordance with the law; requiring the posting of the notices of the public hearings on the City's Internet website; requiring the posting of the notices on the City's public access channel; and providing an effective date. C. Consider nominations /appointments to the City's Boards & Commissions. 1. Airport Advisory Board 2. Animal Shelter Advisory Committee 3. Community Development Advisory Committee 4. Health & Building Standards Commission 5. Historic Landmark Commission 6. Human Services Advisory Committee 7. Library Board 8. Parks, Recreation and Beautification Board 9. Planning and Zoning Commission 10. Public Art Committee 11. Public Utilities Board 12. Traffic Safety Commission 13. Zoning Board of Adjustment 6. PUBLIC HEARINGS A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the Denton Development Code by increasing the duration of a permit for Farmer's Market; adding Open Air Market as a temporary use in Section 35.12; and creating a separate definition for Open Air Market in Section 35.23; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for severability; and establishing an effective date. The Planning and Zoning Commission recommends approval 6 -0. 7. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1) Tyler Carlton regarding an endorsement of marriage equality. City of Denton City Council Agenda August 6, 2013 Page 7 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 2013 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1- 800- RELAY- TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. Woo II< tl,ssk)i,� 3 AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: City Manager's Office ACM: John C. Cabrales, Jr. SUBJECT Receive a report, hold a discussion, and give direction regarding the November 2013 Texas Constitutional Amendment Election called by the State of Texas and triggered by the passage of certain bills as it concerns expenditures from the "Rainy Day" fund for water and transportation proj ects. BACKGROUND Mayor Burroughs requested an item be placed on the agenda for August 6, 2013 to discuss mayoral and council communications with the public leading up to the November state constitutional election. The November ballot could provide citizens the opportunity to approve funding for water and transportation infrastructure, as passed by the 83rd Texas State Legislature. Respectfully submitted: 4`i Lindsey N. Balser Intergovernmental Relations/ Public Information Officer AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Finance ACM: SUBJECT Bryan Langley �_A Receive a report; hold a discussion, and give staff direction regarding the 2013 -14 Proposed Budget, Capital Improvement Program and Five -Year Financial Forecast. BACKGROUND The FY 2013 -14 City Manager's Proposed Budget was submitted to the Council on July 26, 2013. Staff provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 1, 2013. The purpose of this agenda item is to provide the City Council with an additional opportunity for questions and dialogue. Below is the schedule we will follow to adopt the budget and tax rate: August 6 Vote to Consider a Proposal for a Tax Increase prior to publishing Notice of Hearing August 20 Public Hearing on Proposed Budget I st Public Hearing on Tax Rate September 10 2" a Public Hearing on Tax Rate September 17 City Council Adopts Budget and Tax Rate I look forward to discussing the budget materials in detail with you. If you have any questions, or need additional information, please let me know. Respectfully Submitted: Chuck Springer, 349 -8260 Director of Finance CITY OF DENTON CITY COUNCIL MINUTES July 9, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, July 9, 2013 at 3:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Engelbrecht, Mayor Pro Tem Kamp, Council Member King, Council Member Hawkins, Council Member Gregory, Council Member Roden, Mayor Burroughs ABSENT: None 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for July 9, 2013. Council Member Roden requested an update on the proposed convention center. Jon Fortune, Assistant City Manager, stated that staff was still in the process of negotiating a developer's agreement. The delays in the process did not indicate any problems in the negotiations; it was just a complicated process. Approval of the extension listed on the agenda would assist in completing the process. Mayor Burroughs congratulated staff on using local vendors in relation to Items E and F on the Consent Agenda. He questioned why the bid for Item L indicated that it had to be a Dodge trick. Terry Kader, Fleet Superintendent, stated that Dodge was specified because problems had been experienced in the past Ford products and engine problems with that size chassis. 3. Receive a report, hold a discussion, and give staff direction regarding the outcome of the 83rd Texas Legislative Session and future legislative issues and strategies. Lindsey Baker, Intergovernmental Relations and Public Information Officer, introduced Brandon Aghamalian and Snapper Carr of Focused Advocacy who presented an update on the session. Aghamalian stated that there were 6061 bills and constitutional amendments filed. That number included more city related bills than ever before. He noted that there were 26 bills vetoed and presented 7 noteworthy bills. A review of the political make -up was presented indicating the number of Republicans and Democrats in the House and Senate. There were no emergency items from Governor Perry. The Big Agenda included the passing of a state budget, the passage of sunset bills to keep certain agencies operating and the cutting of taxes with the Governor calling for $1.8 billion in cuts. The Budget and Tax cuts — at $197 million, the 2014 -15 budget was 3.7% larger than the current budget. Areas of interest for the budget and tax cuts included infrastructure and rainy day fund, education and human services and tax cuts. ti City Highlights - the Budget - $15.5 million was restored in the local parks grant program which was cut in 2011 -12; restored the mixed beverage taxes; provided $10 million for homeless grants for larger communities; and provided $2 billion for water infrastructure. The provisions of J134, SJR1 and HB 1025 were reviewed. Sunset bills included the Public Utility Commission, the Texas Ethics Commission which was vetoed by the Governor, the Texas Higher Education Coordinating Board, the Texas Lottery Commission, and the Criminal Justice Agencies. Bills associated with the Texas Education Agency and the Railroad Commission did not pass. Other notable issues that were reviewed included guns, schools, health care, criminal justice, higher education, immigration, social services, nominations, ethics and transparency. Key municipal bills that passed were reviewed along with key municipal bills that were defected. Key Municipal Owned Utility Bills that were defeated or amended were reviewed as well as key Municipal Owned Utility bills that passed. Next Year — the political season for future years in terms of governor candidates, Lt. Governor candidates, attorney general candidates comptroller candidates, and land commissioner candidates were noted. Next Session - topics for the special session, special session 2014 and 2015 session were reviewed. Recommendation - pre -work and preparation had become essential with local work during the interim. The goal would be to adopt the 2015 legislative agenda by September 2014. Bills were suggested to be drafted by October 1 with authors secured by November 2014. This was necessary as it appeared that it was more difficult to get an agenda accomplished during the session. Council Member Roden questioned pushing the start of the legislative agenda and how well the City would be able to predict issues at that point in time. Carr stated that the issues could be divided into two camps. Proactive items that the City wanted to pursue; and reactive items to bills submitted during the session. 4. Receive a report, hold a discussion, and give staff direction regarding the consolidation of the Central Business District boundary and the Downtown Implementation Plan boundary and recommendations on the handling of properties that would fall outside of these former boundaries. Brian Locldey, Director of Planning and Development, presented information on consolidating the Central Business District with the Downtown Implementation Plan. The presentation overview included a discussion of the Central Business District, the Downtown Implementation Plan and the TIF District, the purpose in establishing a single district, Central Business District development standards, parking Downtown, and how to address properties formerly within the Central Business District. The Central Business District was the focal point of governmental, commercial, office, retail and culture. The Downtown Implementation Plan included a study of the Downtown Master Plan and consisted of five elements. Those elements were land use, parking, parks recreation and open space, architectural design, linkages /street and consisted of 155 acres. The TIF District was a financing tool with funds to be used for specific public improvements such as parking /transportation, sidewalks /streetscape projects, support for Downtown projects and drainage projects. Different boundaries were used for different purposes with some overlapping areas and some areas outside one another. The purposes in establishing a single district were to (1) create a cohesive boundary, (2) facilitate Downtown development, and (3) focus the extent of the current Downtown development standards. To create a cohesive boundary, the neighborhood scale development was occurring to the north and density and intensity of development was at a neighborhood level not developing with intensity in terms of mixed used. Properties to the south were largely encumbered by floodplain. A significant private investment would be needed to create developable property. Facilitate Downtown Development - development was occurring in and around the Central Business District. A mixed use development currently in review was encumbered by floodplain and could not meet parking requirements. The property was 1.25 acres located south of Hickory Street and was proposed to be a mixed use development of apartments, office and restaurant use. Parking areas were limited due to floodplain. Downtown Implementation Plan Parking - the 2010 Jacobs Study determined that there was adequate public and private parking in the Downtown with a need for additional parking in 15 -20 years. Form Based Code recommended parking ratios for the Downtown. A fee -in -lieu of parking was a recommended option for providing off - street parking. Council Member Gregory asked for the total number of on and off street parking from the Jacobs Study. Council Member Hawkins asked how staff envisioned this going forward as a retailer would pay the fee -in -lieu and not the developer. He questioned where the money would go before building a parking stricture. Locldey stated that the developer would constrict a site and rent the site. Another scenario would be that a developer built the facility and could pass the fee on to the lessee of the facility. Council Member King stated that he did not mind walking some to get to a store but did not want to walk a long distance. He questioned if a development was all apartments with no mixed use, would a waiver be possible. Locldey stated that there was not a general consensus on that item. It was felt that apartments needed to provide their own parking with a waiver for restaurants. Council Member Engelbrecht stated there was an assumption that people wanted to walk and bike but there wasn't discussion about bike /walkways. If parking was not done, the suggestion was that people would have to walk farther. He questioned the reason not have those two aspects in the formula plus a trolley system. Locldey stated that prior discussions had included bike paths and bike racks. The next link was parking with transportation being the next issue after parking. The goal was to consolidate parking locations with fully developed properties. Mayor Burroughs stated that one of the goals was to reduce the number of cars in the Downtown area. Locldey stated that a short term goal was to identify parking spots, a mid -term goal was how to fund a parking facility and a long term goal was to begin implementation. Mayor Burroughs stated that there was a perception problem with parking in the Downtown area. There was the perception that there was not adequate parking and that extended to the development community which caused a barrier to redevelopment. If a downtown parking facility was created earlier rather than later, it would erase the parking perception problem. That might encourage more use and development of the Downtown if that perception was not present. Locldey asked for Council direction on whether to proceed with the consolidation. The consensus of the Council was to proceed. Council Member Roden questioned if a goal for areas out of the Central Business District was to retain certain requirements such as parking and signage and how that would be accomplished. Locldey stated that the needs of the neighborhood would be looked at to determine what was needed to continue development. Council Member Roden questioned if areas removed from the Central Business District would have form based code extended to other areas. Locldey stated it might be possible to do that. He stated that staff would pursue different options for parking and bring them back for Council consideration. Issues to consider would include fee - in -lieu of parking, a sliding scale, parking for just the Central Business District, determined when surface parking would become a need for a parking stricture, cost and how that would translate for a developer. Mayor Burroughs requested an example of what a development might have to do with the different alternatives. Consensus of Council was to proceed with the development of parking options for consideration. Council Member Engelbrecht requested looking into what other cities had in amounts of parking relative to the amount of space used. Also include walking, bike, and other means of transportation. The difference in the north and south areas of the Downtown was the parking. The DTIP had on- street parking on Locust and Elm but did not have on- street parking in other areas. 5. Receive a report, hold a discussion and provide direction regarding the proposed conveyance of the Downtown Denton Transit Center from the City of Denton to the Denton County Transportation Authority. Mark Nelson, Director of Transportation, presented the update on the conveyance of the Downtown Denton Transit Center. The update included a history of the Denton public transportation system, a timeline for the Downtown Denton Transit Center and next steps in the process. History of Denton's transit system — the City's first system was the LINK transit system and in 2003 the Denton County Transportation Authority was created. In September of 2005 the City conveyed the LINK system to DCTA. The Transit Center timeline was reviewed from December 2004 through 2008 ending in the 2008 DCTA Interlocal Agreement. Now that the Transit Center was complete, the property would be conveyed to DCTA. It was proposed that the conveyance of the real property and assets to DCTA would occur in the fall of 2013. Dee Leggett, DCTA, stated that DCTA appreciated the work done by City staff and Council. The facility would be one of pride to DCTA. Council Member Roden noted that at times overflow parking happened on private parking and questioned if anyone thought of acquiring additional property in the area for parking. Nelson stated that early on, prior to constriction, staff had conversations with the land owner but the asking price did not allow for the purchase. There was a possibility for a lease agreement for parking on that property. Council Member Engelbrecht asked about landscaping in the area. Nelson stated that additional landscaping in the area had recently been added. As a gateway to the community it was felt that this area should be enhanced with more landscaping. Mayor Pro Tem Kamp proposed naming the facility after former Mayor Euline Brock as she was very instrumental in this project. DCTA was supportive of the naming but requested that it be completed prior to the conveyance. Consensus of the Council was to proceed with the naming. City Manager Campbell stated that Council would proceed with the naming under the provision that allowed Council to not follow the longer naming process. Council convened in Closed Session at 5:15 p.m. 1. Closed Meeting: A. Consultation with Attorney -- Under Texas Government Code Section 551.071. 1. Consult with City's attorneys regarding status of litigation styled Shaklee v. City of Denton, Cause No. 2013 - 20132 -158, currently pending in the 158th District Court, Denton County, Texas. Pa.'d.. °R Council returned to the Work Session at 5:55 p.m. and continued with the items listed. 6. Receive a report; hold a discussion, and give staff direction regarding an update on Chapter 13 Food and Food Service Establishments ordinance. Kurt Hansen, Building Official, presented an update on the food and food establishment ordinance. Last November when the ordinance was passed, it was discussed to have a 6 month review. Interdepartmental staff meetings were held in April and May with internal discussions on policies, procedures, and enforcement. A community meeting was held in May at the Civic Center to receive community feedback on the Code with about 50 people attending. Five key issues were discussed at the meeting that included food handler card riles, certified food manager, temporary permits, farmer and community markets, and the established riles in the Code. The meeting was then opened up to discussion. Update — currently there were 12 permitted mobile food establishments. Food trick events included DCTA's Food Tricking Tuesdays, Arts and Jazz Fest, other city events and the community market. Key areas discussed included: 1. Commissary use for Mobile Food Establishments — currently a food trick must report to a commissary at least daily for cleaning, waste draining, restocking, water, ice, and food. There was no full- service commissary in town. The public suggestion was to change the code to weekly commissary visits. The Staff recommendation was to make no changes to the Code. Council Member Roden stated that feedback he had received from those in the business was that staff was accommodating to the regulations. He questioned about tricks fulfilling the provisions of cleaning, waste draining, restocking, etc. without a full commissary in the city and whether staff worked with those vendors in that area. Hansen stated that it was allowed to go to multiple places for servicing. Council Member Roden suggested codifying in the ordinance that the food tricks could go to multiple places and be decentralized. The Code could be separated for places to get water, ice, dumping of waste, etc. Hansen stated that staff would have no problem decentralizing the procedures and should be considered in the ordinance. Council Member Hawkins asked if there was any city involvement in the owning or running of the commissaries. Hansen stated that the commissaries located in Denton had to have a Denton permit. These were private operations with no city involvement. Council Member Gregory stated that the Agenda Information Sheet talked about a commissary being an important factor in order for a food establishment to be clean and that could only be P a . ' t- 7 done with daily maintenance. He felt there were situations where a food trick could not go to a commissary and still be very clean. A commissary was one way to accomplish the goal but not necessarily guarantee it. He felt as long as the trick was clean and wholesome and as long as it was not improperly dumping grease /water that there might be too much emphasis on a commissary. Hansen that that thinking about different menus and what was prepared, there may be a possibility of going a couple of days without going to a commissary. The Code stated that two years of daily records of going to a commissary had to be maintained. Staff would be open to Council consideration on both of these issues. Council Member Gregory appreciated staff trying to work with vendors. He felt the drafted code that Council approved required that staff be awkwardly flexible. He felt it was alright to make adjustments to those rules while always keeping the bottom line of clean and wholesome and safe food preparation as the most important issue. Mayor Pro Tem Kamp stated that some restaurants partnered with food trick to get ice /water and take care of some of the functions and questioned how were those approved. Hansen stated that some restaurants had the ability to do that and were acting as a commissary. The Code allowed for that with some parameters. When a vendor applied for a permit, he had to list the commissary where he was going to get ice, food, where dumping waste, etc. An inspector then approved those locations. Mayor Pro Tem Kamp stated that the functions were there but not actual commissaries. Council Member King suggested changing the definition from destination to function. Hansen stated that the next major issue was itinerary. The current regulations stated that the vendor had to keep his itinerary up -to -date, the Code allowed for two days to change the itinerary with the locations checked for zoning, parking, and setbacks. An itinerary was necessary so that inspections could find the vendors and inspect the tricks when necessary. The public suggestion was to allow more freedom to change locations at will. The staff recommendation was to make no changes in the Code. The tricks were not allowed in residential zones unless they had approval from a homeowner's association. The inspectors needed to know where the tricks were. Council Member Hawkins asked about the provisions for a restroom agreement. A vendor had to have an agreement in place and couldn't just change locations without that agreement. Hansen stated that on the City website there was a form for the itinerary and the restroom agreement was on the reverse side. Council Member Roden asked about multiple locations for an itinerary. Hansen stated that there was no reason why a vendor couldn't put multiple sites. A vendor could list as many as he wanted. Mayor Burroughs stated that the vendors could have daily location changes as long as they had preapproved locations. Hansen stated that a vendor could be in a new location for two days before notifying the City. It was not that they had to give the City a two day advance notice to change locations. Parking — the current regulations stated that nothing larger than a van could be parked at a residence. The food trick had to be parked at a commissary, a commercial lot or a storage facility and could only be parked on concrete, asphalt or pavers. The public suggestion was to allow parking on gravel, grass or dirt. The staff recommendation was to add language to prohibit parking a mobile food establishment at a residence with no other recommended changes. Sales tax — the question was whether there should be a sales tax audit requirement. The public suggestion was to require a sales tax audit on Mobile Food Establishments doing business in Denton. The staff recommendation was that the State Comptroller's Office verified that the City may audit a business' sales tax records. Staff was requesting direction from Council on this issue. Limit the quantity — the question was whether there should there be a limit on the number of tricks. The brick and mortar restaurant owners suggested a limit on the number in Denton and staff was requesting Council direction. Consensus of the Council was to not limit the number. Council Member Gregory asked for a report on Exhibits 1 and 2 on the in -house processes. Council Member Roden asked for an informal staff report on the rate of problems reported regarding food tricks. Regular meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations /Awards 1. Parks and Recreation Month Mayor Burroughs presented the proclamation for Parks and Recreation Month. 2. Citizen Forester Appreciation Day Mayor Burroughs presented the proclamation for Citizen Forester Appreciation Day. 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1. Shawn Farrar regarding the police department. Mr. Farrar stated that his garage was burglarized and he recently found information concerning who did the burglary. The Denton detective would not pursue the case. He had asked for a meeting with the Police Chief concerning the issue with no results. He did meet with city staff but still had no results. The officers told him that they would not pursue the case as it was without intent to sell. He indicated that he would pursue this issue farther if needed. 4. CONSENT AGENDA Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to approve the Consent Agenda and accompanying ordinances and resolutions. On roll call vote: Council Member Engelbrecht, Mayor Pro Tem Kamp, Council Member King, Council Member Gregory, Council Member Roden, Mayor Burroughs, Council Member Hawkins - "aye ". Motion carried unanimously. Ordinance No. 2013 -163 A. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement with Bracewell & Giuliani LLP for services in connection with the negotiation of potential development and lease agreements among the University of North Texas (UNT), the developer, and the City of Denton pertaining to the inclusion of a City -owned convention /conference center and related parking facilities in the not to exceed amount of $200,000; and establishing an effective date. Resolution No. R2013 -015 B. Consider approval of a resolution nominating a member to the Board of Managers of the Denco Area 9 -1 -1 District; and declaring an effective date. Ordinance No. 2013 -164 C. Consider adoption of an ordinance of the City of Denton, Texas, granting, pursuant to Section 17 -20 of the Code of Ordinances of the City of Denton, Texas, an exception to the limitations imposed by that section with respect to the hours of operation for an outdoor music festival, and providing an effective date. The North Texas State Fair Association is requesting a three -year noise exception (years 2013 -2015) for the North Texas State Fair and Rodeo, which begins on the third Friday of August and ends on the fourth Sunday of August. The noise exception is for Monday through Thursday until 12:00 midnight, Friday and Saturday until 1:00 a.m., and Sunday until 11:00 p.m.; sound levels will not exceed 70 decibels throughout. Staff recommends approving the three -year noise exception request. Ordinance No. 2013 -165 D. Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Cooperative Purchasing Program Participation Agreement with the City of Garland under Section 271.102 of the Local Government Code for the purchase of Polyurethane Concrete Lifting Material; providing for the expenditure of funds therefor; and providing an effective date (File 5248 - Interlocal Agreement for Polyurethane Concrete Lifting Material with the City of Garland, contract awarded to Hydraulic Mudpumps, Inc. for first year not -to- exceed amount of $135,000 and a three -year not -to- exceed amount of $235,000). Ordinance No. 2013 -166 E. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of four (4) Refuse Trick Cabs from McNeilus Trick and Manufacturing Company, seven (7) Peterbilt chassis, and one (1) Knucldeboom from Rush Trick Center, Crane for the City of Denton Solid Waste department; and providing an effective date (File 5114- awarded to McNeilus Trick and Manufacturing Company in the amount of $513,536 and Rush Trick Center, Crane in the amount of $1,315,173). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -167 F. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract with the Houston- Galveston Area Council of Governments (H -GAC) for the acquisition of three (3) auto -side load refuse trick bodies for the City of Denton Solid Waste department; and providing an effective date (File 5300- Purchase of Three Auto -Side Load Refuse Trick Bodies awarded to DaDee Manufacturing, LLC in the amount of $447,353.46). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -168 G. Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a First Amendment to a Professional Services Agreement for Engineering Services, by and between CP &Y, Inc. and the City of Denton, Texas, providing for the expenditure of funds therefor; and providing an effective date (File 5045- Providing for an additional expenditure amount not -to- exceed $97,200 with the total contract amount not -to- exceed $232,200 for professional engineering and design services for the Solid Waste Department). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -169 H. Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Dunaway Associates, L.P. for design services for the new multiple -use field improvements at North Lakes Park, and providing for an effective date (File 5273- Design of Multiple -Use Fields at North Lakes Park awarded to Dunaway Associates, L.P. in the amount of $145,170). Ordinance No. 2013 -170 L Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a three (3) year contract for Bunker Gear for the City of Denton Fire Department, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5178 awarded to Casco Industries, Inc. for a three (3) year not -to- exceed amount of $300,000). Ordinance No. 2013 -171 J. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of a dry -pit submersible pump from DXP Enterprises, Inc., which are available from only one source and in accordance with the pertinent provisions of Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5296- Purchase of Submersible Pump for Pecan Creek Water Reclamation Plant in the amount of $67,925). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -172 K. Consider adoption of an ordinance awarding a contract for a thirty -six (36) month lease of approximately fifty -five (55) black and white digital copiers for various City of Denton departments as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR -SDD -1622; providing for the expenditure of funds therefor and providing an effective date (File 5280 awarded to Canon Solutions America, Inc. in the not -to- exceed amount of $283,572 with the exception of an $.0068 overage rate). Ordinance No. 2013 -173 L. Consider adoption of an ordinance accepting competitive bids and awarding a contract for the purchase of six (6) Dodge heavy duty tricks for the City of Denton Electric, Water, and Wastewater Departments; providing for the expenditure of funds therefor; and providing an effective date (Bid 5258- awarded to Dallas Dodge in the amount of $325,287). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -174 M. Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a First Amendment to a Service Agreement for veterinary services, by and between Animal Hospital on Teasley Lane and the City of Denton, Texas, providing for the expenditure of funds therefor; and providing an effective date (RFP 4726- Providing for an additional expenditure amount of $600,000 with the total contract amount not -to- exceed $750,000 for veterinary services for the Animal Services Division). ti Pa u..., 2 Ordinance No. 2013 -175 N. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Contract of Sale (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between Amina Hamid Al- Khafaji, individually and as Independent Executrix of the Estate of Ali Al- Khafaji, deceased, as Owner (the "Owner "), and the City of Denton (the "City "), regarding the sale by the Owner and purchase by the City of fee simple to a 3.839 acre tract of land, more or less, being situated in the M. Yoachum Survey, Abstract No. 1442, located in the City of Denton, Denton County, Texas, as more particularly described in the Contract of Sale, located generally in the 3300 Block of East McKinney Street (the "Property Interests "), for the purchase price of Two Hundred Ninety Thousand Dollars and No Cents ($290,000.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; authorizing relocation expenses and advisory services, if applicable; and providing an effective date. (Fire Station No. 2 Improvements Plan) 5. ITEMS FOR INDIVIDUAL CONSIDERATION There were no Items for Individuals Consideration. 6. PUBLIC HEARINGS There were no public hearings for this meeting. 7. CITIZEN REPORTS There were no citizen reports for this meeting. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Mayor Burroughs presented a draft resolution to consider for the US Conference of Mayors concerning water resources and nationwide provisions. Council Member Engelbrecht thanked staff and citizens who had attended recent meetings in the City regarding various issues. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 7:03 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES July 16, 2013 After determining that a quorum was present, the City Council convened in a Work Session at 3:00 p.m. in the Council Work Session Room. PRESENT: Council Member Hawkins, Council Member Gregory, Council Member Roden, Mayor Burroughs ABSENT: Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member King 1. Citizen Comments on Consent Agenda Items Robert Donnelly spoke on Consent Agenda Items E, F, and G. He questioned what the public use and necessity was for the additional property. He asked that someone get back with him on that issue. 2. Requests for clarification of agenda items listed on the agenda for July 16, 2013. Council Member Roden asked for an explanation on the public use and necessity of Consent Agenda Items E, F, and G. Paul Williamson, Real Estate Manager, stated that those items would be discussed in the Council's Closed Session. 3. Receive a report, hold a discussion, and give staff direction regarding Board and Commission nominations. City Secretary Jennifer Walters stated that Council had received initial nominations in their backup materials from several council members. She asked if there were additional nominations to add. Those additional nominations would be added to the matrix and be ready for Council consideration at the regular meeting. Council Member Gregory re- nominated Jim Stodola to the Airport Advisory Board and nominated Doug Campbell to the Library Board. 4. Receive a report and hold a discussion and give staff direction regarding the 2012 Return on Investment Report of Economic Development Incentives for the City of Denton. Aimee Bissett, Director of Economic Development, presented an update on the 2012 Return on Investment report. There were seven tax abatements approved since 1998, five property tax rebates since 2004 and six sales tax rebates since 2004. The methodology used included cumulative sales tax and property tax revenues minus incentive payments. The tax abatements for United Copper, Peterbilt Motors, Flowers Foods, Fastenal and Aldi Foods were reviewed. Target Corporation had a tax abatement with a term of 2012 -2017. It was based on 65% of the building and equipment with a $40 million threshold. Peerless Manufacturing had a tax abatement with a term of 2013 -2018. It was based on 40% on the new building and equipment with a $5 million threshold. Eighty five jobs at $50,000+ would also be created with the abatement. P,ti a d.... Property tax rebates for Sally Beauty, Granite and Jostens, Inc. were reviewed. Labinal's property tax rebate included an agreement from 2012 -2014 and was based on 50% increment on improvements to the existing building with a $5 million over base value. Mayday Manufacturing's property tax rebate included an agreement from 2013 -2022 and was based on 75% increment on improvements to the existing building with a $3 million over base value. Sales tax rebate agreements included Denton Crossing, Rayzor Ranch and Unicorn Lake. Phase Two of Rayzor Ranch's agreement was for 20 years with a 600,000 square foot threshold and 50% rebate up to $42 million. Golden Triangle Mall's agreement was for 20 years with 50% rebate above base year up to $9.5 million. It included a minimum of $9.5 million to $45 million by October 2014. Information was presented on Return of Investment for the City in terms of (1) all types of incentives, (2) city, state and local sales tax, and (3) Return on Investment on the city, state, and local levels. This information had been presented to the Economic Development Partnership Board. Those businesses with agreements were being asked to become more involved with the community. Council Member Gregory stated that he would like information to give to the DISD regarding how much was generated in property tax. Council Member Roden asked if there was a way to track whether the sales tax generated from the rebate came from significant pockets of earlier commercial areas where the sales tax was now going down or if it was attracting new dollars. Bissett stated that they did not have that level of detail. They were, however, tracking all of the major retail centers in preparation of Rayzor Ranch coming on. The sales tax tended to track together with no one area going down because of another. Council Member Roden asked about jobs thresholds. Bissett stated that not all of the agreements had a job threshold. It was based on the kind of agreement. Mayor Pro Tem Kamp arrived at the meeting. Council Member Roden asked if there was a way to track where the workers were coming from. Bissett stated that a labor study was done about a year ago. It showed that Denton was an employment center and that people were coming to Denton for jobs as opposed to leaving Denton for work. Mayor Burroughs stated that Aldi Foods had the largest property tax abatement and the second lowest incentive of all of the agreement with only 7% return on investment. However, he also noted that Aldi's incentive had to do with only a single aspect of the business which was the improvement of a road to the Airport that benefited both Aldi and the City. The incentive was done strictly to recoup the cost of the road. 5. Receive a report, hold a discussion and give staff direction related to Denton Municipal Electric's proposed Southridge underground cable replacement project. Brent Heath, Executive Manager of Energy Delivery, stated that the purpose of the presentation was to inform Council of the current condition of the underground facilities in the Southridge subdivision. Jerry Fielder, Engineering Division Manager, presented information on the components of underground utilities which included the cable and the transformers. Underground cable deteriorated over time with a typical life of about 30 years. With today's cable technology the expectation was a life span of around 75 years. Water damage was the primary cause of cable deterioration. Many of the old transformers were the dog house style with live parts in the front of the unit. The newer style transformers were lower with a dead front. The Southridge project was also needed for DME personnel safety. The Occupational Safety and Health Administration and National Electric Safety Code regulations were reviewed. DME had a workspace standard which allowed personnel to work safely and provided a means of escape in case of equipment failure or flashover. That minimum standard was a clear working space of 3 feet from each side of the transformer and a minimum of 10 feet from the front. Many of the old transformers did not meet that standard. The Southridge Subdivision was among the first underground subdivisions in the City. Several sections were direct buried with the cable not being inside a conduit or duct system. To get prepared for the project, DME field personnel conducted a field survey and inspection of 210 transformers and 15 survey inputs. The inspection inputs were ranked as high (tasks must be performed now), moderate (tasks should be scheduled as soon as reasonable) and minor (some adjustment may be necessary in the future). Examples of insufficient working space, vegetation obstruction, oil leaks, and tracking were shown. The project was scheduled to start the week of September 2" a after Labor Day and would be done in three distinct phases. DME would have a meeting with the residents of the subdivision. Mayor Burroughs asked if a fence had to be moved, what would be the anticipated longest period the fence would be down and would a temporary fence be available. Heath stated that DME staff would be talking with every homeowner and make face to face contact prior to doing any work. If a fence had to be taken down, it was hoped that it would be back up within 6 hours. Phase 1 was expected to start around September 2"a, Phase 2 around March 3, 2014 and Phase 3 around September 1, 2014. Replacement transformers would all be a low profile unit with a dead front style. When replacing a transformer, there would be a short outage while the new transformer was cut over and all services tied back into the system. All new transformers will be positioned to allow DME personnel safe access and working space requirements. Cable replacement would include excavation on properties that had transformers, secondary pedestals, or conduit junction points. A few small bore pits would be necessary with crews hand ,1Ld e' 0, 20 digging bores at each transformer location so that the existing secondary could be reused. All existing 200A primary cable would be replaced with cable in conduit. DME will have a landscape contractor to make repairs. Any damages would be remedied to the satisfaction of the customer. DME would work with each customer to make sure that the customer was aware of the excavation that would occur and any repairs that were made to their property or landscaping. DME would be requesting the customers to remove obstructions to the transformers prior to work. Benefits of the project included (1) the electric distribution system reliability would increase due to using new cable technology, and more efficient transformers, (2) new dead front transformers would provide a greater level of safety for Southridge customers and for DME personnel, (3) providing the proper work space and stricture clearances would provide safe working conditions for DME employees, and (4) the cable in conduit would allow any future cable replacement to be done in a shorter time frame. Mayor Pro Tem Kamp stated that communication would be the key for success of this project. She appreciated the thoroughness given to the meeting with the residents. Mayor Burroughs noted that he had received a Speaker Card for Item 1 on the Work Session and asked if Council would allow the citizen to speak on a Consent Agenda item. Council agreed to hear the speaker. Joe Doye spoke on Consent Agenda Item 4E. He represented the owners of the property and was requesting the Council delay action on this item. Following the completion of the Work Session, the Council convened in a Closed Meeting to discuss the following: Closed Meeting: A. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the Thomas Toby Survey, Abstract No. 1288, City of Denton, Denton County, Texas, and generally located at the south east corner of Loop 288 and Locust Street. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. ,1Ld e' 0, 20 2. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the David Hough Survey, Abstract Number 646 and the John B. Brandon Survey, Abstract No. 1515, City of Denton, Denton County, Texas, and located generally within the 1400 through 2100 block range of South Mayhill Road. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. ( Mayhill Road Widening and Improvements project) Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located (1) in the A.N.B. Tompkins Survey, Abstract Number 1246, Denton County, Texas (located generally in the 2400 block of South Bonnie Brae Street); and (2) in the James Edmonson Survey, Abstract Number 400, Denton County, Texas (located generally on Roselawn Drive, 600 feet east of South Bonnie Brae Street), all in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. (Bonnie Brae Street Widening and Improvements proj ect) 4. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential lease of certain mineral interests located in the E. Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas, and generally located along the 3100 block of West Prairie Street. Consultation with the City's attorneys regarding legal issues associated with the potential lease of certain mineral interests, described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. B. Deliberations regarding Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. @'ad'' Receive a presentation from staff regarding public power utility competitive, financial and commercial matters pertaining to the approval of the Amendment to Power Sales Contract between Texas Municipal Power Agency and the Cities of Bryan, Texas, Denton, Texas, Garland, Texas and Greenville, Texas, a purchase power contract; including without limitation, plans, proposals, as well as other contracting issues. Discuss, deliberate, provide staff with direction, consider and take final action regarding such matters. C. Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rile making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission, the Historic Landmark Commission, the Planning and Zoning Commission, and the Zoning Board of Adjustment. D. Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with, and provide direction to, the City's attorneys regarding a proposed enforcement action related to sanitary sewer overflows, where a public discussion of such legal matters would conflict with the duty of the City's attorneys to the City of Denton, Texas and the City Council of the City of Denton, Texas under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLANIATIONS/PRESENTATIONS A. Proclamations /Awards Cigarette Litter Prevention Month Mayor Burroughs presented the proclamation for Cigarette Litter Prevention Month. 3. CITIZEN REPORTS There were no citizen reports for this meeting. 4. CONSENT AGENDA Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to approve the Consent Agenda and accompanying ordinances and resolutions. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. Ordinance No. 2013 -176 A. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to enter into an Interlocal Agreement with Denton County for the County to provide Property Tax Billing and Collections Services for the City of Denton; providing a savings clause; and providing an effective date. Ordinance No. 2013 -177 B. Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the constriction of Landfill Cells 4AB and 5 for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5256- awarded to FCS Constriction, LLC in the amount of $2,917,242.90). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -178 C. Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of two public safety driving simulators for the City of Denton Joint Public Safety Training Facility; providing for the expenditure of funds therefor; and providing an effective date (R-FP 5179- Purchase of Two Public Safety Driving Simulators awarded to FAAC, Inc. in the not -to- exceed amount of $276,156). (2009 Congressionally Selected Award funded through the US Department of Justice) Approved the minutes listed below. D. Consider approval of the minutes of: June 4, 2013 June 11, 2013 June 18, 2013 Ordinance No. 2013 -179 E. Consider adoption of an ordinance finding that a public use and necessity exists to acquire (I) fee simple to a 7393 acre tract (the " Mayhill Tract "); (I1) fee simple to a 4.508 acre tract (the "Landfill Tract "); and (II1) a Slope Easement (herein so called), encumbering a 0.804 acre tract, each affected tract located in the John B. Brandon Survey, Abstract Number 1515, City of Denton, Denton County, Texas, as more particularly described on Exhibit "A ", attached to the ordinance and made a part thereof, located generally in the 1400 block of South Mayhill Road (the "Property Interests "), for (A) as concerns the Mayhill tract and the Slope Easement, the public use of expanding and improving Mayhill Road, a municipal ,1Ld e' 0, 20 � street and roadway; and (B) as concerns the Landfill Tract, for the public use of expanding and improving the City of Denton Landfill, a permitted municipal Solid Waste disposal facility; authorizing the City Manager or his designee to make an offer to (1) Cynthia Bond Ables, John Henry Bond, III, Jean Doye Stokes and Wayne Stokes, a married couple, Joe P. Doye, Jr. A/K /A Joseph Pierre Doye, Jr. Patricia Ann Doye A /K /A Patricia Doye Kendall (collectively, the "Owner "); (2) successors in interest to the owner to the Property Interests; or (3) any other owners of the Property Interests, as may be applicable, to purchase the Property Interests for the purchase price of Seven Hundred Eighty Five Thousand Thirty Six Dollars and No Cents ($785,036.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "B "; authorizing the expenditure of funds therefor; authorizing relocation expenditures; and providing an effective date. ( Mayhill Road Widening and Improvements project - Bond et al - Parcel M134) Ordinance No. 2013 -180 F. Consider adoption of an ordinance finding that a public use and necessity exists to acquire (I) fee simple to a 1.029 acre tract (the " Mayhill Tract "); (II) fee simple to a 0.624 acre tract (the "Landfill Tract "); and (III) a Slope Easement (herein so called), encumbering a 0.076 acre tract, each affected tract located in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, as more particularly described on Exhibit "A ", attached to the ordinance and made a part thereof, located generally in the 1900 block of South Mayhill Road (the "Property Interests "), for (A) as concerns the Mayhill Tract and the Slope Easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (B) as concerns the Landfill Tract, for the public use of expanding and improving the City of Denton Landfill, a permitted municipal solid waste disposal facility; authorizing the City Manager or his designee to make an offer to (1) Wilma M. Haggard (The "Owner "); (2) Successors in interest to the owner to the Property Interests; or (3) any other owners of the Property Interests, as may be applicable, to purchase the Property Interests for the purchase price of One Hundred Thirty Three Thousand Eight Hundred Fifty Nine Dollars and No Cents ($133,859.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "B "; authorizing the expenditure of funds therefor; and providing an effective date. ( Mayhill Road Widening and Improvements project - Haggard - Parcel M136) Ordinance No. 2013 -181 G. Consider adoption of an ordinance finding that a public use and necessity exists to acquire (I) fee simple to a 7.628 acre tract (the " Mayhill Tract "); (I1) fee simple to 2.276 acres (the "Landfill Lands "); and (III) a Drainage Easement (herein so called), encumbering 0.196 acre, all lands located in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, as more particularly described on Exhibit "A ", attached to the ordinance and made a part thereof, located generally in the 2100 block of South Mayhill Road (the "Property Interests "), for (A) as concerns the Mayhill Tract and the Drainage Easement, the public use of expanding and improving Mayhill Road, a municipal street and ,1Ld e' 0, 20 � roadway; and (B) as concerns the Landfill Lands, for the public use of expanding and improving the City of Denton Landfill, a permitted municipal solid waste disposal facility; authorizing the City Manager or his designee to make an offer to (1) Kevin Nelms and Richard and wife, Nancy Greb (collectively, the "Owner "); (2) successors in interest to the owner of the to the Property Interests; or (3) any other owners of the Property Interests, as may be applicable, to purchase the Property Interests for the purchase price of Eight Hundred Sixty Seven Thousand Three Hundred Forty Seven Dollars and No Cents ($867,347.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "B "; authorizing the expenditure of funds therefor; and providing an effective date. (Mayhill Road Widening and Improvements project - Nelms /Greb - Parcel M137 & M138) Resolution No. R2013 -016 H. Consider approval of a resolution authorizing the City Manager, or his designee, to execute on behalf of the City of Denton all contracts and agreements with the State of Texas to accept a grant not to exceed $500,000 to constrict an addition to the Denton Enterprise Airport Terminal. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider nominations /appointments to the City's Boards & Commissions. 1. Airport Advisory Board 2. Animal Shelter Advisory Committee 3. Community Development Advisory Committee 4. Health & Building Standards Commission 5. Historic Landmark Commission 6. Human Services Advisory Committee 7. Library Board 8. Parks, Recreation and Beautification Board 9. Planning and Zoning Commission 10. Public Art Committee 11. Public Utilities Board 12. Traffic Safety Commission 13. Zoning Board of Adjustment City Secretary Walters stated that the nominations had been updated since the Work Session and asked if there were any other nominations. Mayor Pro Tem Kamp re- nominated Greg Coward to the Health and Building Standards Commission and Jean Greenlaw to the Library Board. Council Member Gregory motioned, council Member Hawkins seconded to approve the nominations. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. ,ILd e' 0, 20 � B. Consider appointing a nominating committee to recommend appointees to serve on the Economic Development Partnership Board. Aimee Bissett, Director of Economic Development, stated that the ordinance establishing the Economic Development Partnership Board required that Council appoint a three person nominating committee to include two Council members and one representative of the Chamber of Commerce. The proposed makeup of the nominating committee was Mayor Pro Tem Pete Kamp, Council Member James King and Chamber of Commerce representative Hank Dickenson. The committee will be confirming with each potential nominee his /her willingness to serve and will make a recommendation to Council for appointment at a future meeting. Council Member Hawkins motioned, Council Member Gregory seconded to approve the nominating committee. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. 6. PUBLIC HEARINGS Ordinance No. 2013 -182 A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas approving a Detailed Plan to allow a 1,691 square -foot building for auto laundry (car wash) on 0.622 -acre property located within the Wheeler Ridge Planned Development District (PD -176). The subject site is located at the southeast corner of Teasley Lane (FM 218 1) and Robinson Road in the City of Denton, Denton County, Texas; providing for a saving clause; providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date. (Z13 -0005, Clean and Green Car Wash) The Planning and Zoning Commission recommends approval (6 -0). Brian Locldey, Director of Planning and Development, stated that this request was for a car wash located in a portion of Wheeler Ridge Planned Development. He noted that there were already several other commercial areas in the development. He reviewed the zoning map, future land use map, and a history of PD -176 plus the requirements of a detailed plan. A landscape plan had been submitted with the proposal. The Planning and Zoning Commission and Development Review Committee recommended approval subject to conditions. Those conditions included (1) all original conditions of approval and subsequent modifications associated with PD 176 would remain valid, unless specified in the ordinance, (2) the site plan as submitted would guide the development of the site and (3) the elevation drawing submitted would guide the development of the 1,691 square foot building. Council Member Gregory asked about any city requirements for recycling of the water. PS Arora, Wastewater Division Manager, stated that the car wash would be required to trap and pre -treat the water. The car wash was proposing to reuse a lot of the water in -house and recycle it. The Mayor opened the public hearing. JLdY 0, 2 @'ad'' No one spoke during the public hearing. The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. Ordinance No. 2013 -183 B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending Subchapter 35.5.8 of the Denton Development Code regarding Limitation L(17); providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for severability, and establishing an effective date. (DCA13 -001) The Planning and Zoning Commission recommends approval (6 -0). Brian Locldey, Director of Planning and Development, stated that the proposal was to remove a barrier that existed in L(17) that precluded development in those instances where development could be successfully integrated into the neighborhood. Staff was proposing that L(17) be amended to uses that exceeded 25,000 of square feet of gross floor area per use be required to obtain a specific use permit. If necessary staff could recommend conditions for Council consideration to mitigate a proposed use such as regulation and limitation of uses, regulation limiting magnitude of traffic generation, or regulation of duration of use. The Planning and Zoning Commission and the Development Review Committee recommended approval. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. 7. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Ordinance No. 2013 -184 A. Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (I) fee simple to the surface estate, with waiver of surface use related to the mineral estate, of a 4.69 acre tract; (I1) a utility and slope easement encumbering 0.56 acre; and (II1) a utility and drainage easement encumbering 0.02 acre, for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway, the affected lands and interests being generally located in the 2400 block of ,ti Pa u..., 2 South Bonnie Brae, and being situated in the A. Tompkins Survey, Abstract Number 1246, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", attached to the ordinance and made a part thereof (collectively, the Property Interests "); authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefor; making findings; providing a savings clause; and providing an effective date. (Parcel 25 - Harlan Properties - Bonnie Brae Widening and Improvements project) Paul Williamson, Real Estate Manager, stated that this ordinance would authorize eminent domain on the Harlan property located at the southeast intersection of South Bonnie Brae. On- going negotiations with the affected property owner for the subject land rights necessary for the Bonnie Brae Widening and Improvement project had reached an impasse. Mayor Pro Tern Kamp motioned " I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) fee simple to the surface estate, with wavier of surface use related to the mineral estate, of a 4.69 acre tract; (2) a utility and slope easement encumbering 0.56 acre of real property; and (3) a utility and drainage easement encumbering 0.02 acre of real property; all being generally located in the 2400 block of South Bonnie Brae Street, and being situated in the A. Tompkins Survey, Abstract No. 1246, and all being more particularly described in Exhibit "A" to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the public use of Bonnie Brae Street improvements and expansion, a street and roadway in the City of Denton, Texas ". Council Member Hawkins seconded to adopt the ordinance. On roll call vote: Mayor Pro Tern Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. Ordinance No. 2013 -185 B. Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (1) fee simple to the surface estate, with waiver of surface use related to the mineral estate, of a 1.91 acre tract; (I1) a utility and slope easement encumbering 0.57 acre; and (II1) a drainage easement encumbering 0.02 acre, for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway, the affected lands and interests being generally located on Roselawn Drive, 600 feet east of South Bonnie Brae Street, and being situated in the James Edmonson Survey, Abstract Number 400, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", attached to the ordinance and made a part thereof (collectively, the Property Interests "); authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefor; making findings; providing a savings clause; and providing an effective date. (Parcel 34 - Chamberlain - Bonnie Brae Widening and Improvements project) Paul Williamson, Real Estate Manager, stated that this ordinance would authorize eminent domain on the Chamberlain property located at the southeast intersection of South Bonnie Brae. On -going negotiations with the affected property owner for the subject land rights necessary for the Bonnie Brae Widening and Improvement project had reached an impasse. Council Member Hawkins motioned, " I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) fee simple to the surface estate, with wavier of surface use related to the mineral estate, of a 1.91 acre tract; (2) a utility and slope easement encumbering 0.57 acre of real property; and (3) a utility and drainage easement encumbering 0.02 acre of real property; all being generally located on Roselawn Drive, 600 feet east of South Bonnie Brae Street, and being situated in the James Edmonson Survey, Abstract No. 400, and all being more particularly described in Exhibit "A" to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the public use of Bonnie Brae Street improvements and expansion, a street and roadway in the City of Denton, Texas ". Council Member Gregory seconded to adopt the ordinance. On roll call vote: Mayor Pro Tem Kamp, Council Member Hawkins, Council Member Gregory, Mayor Burroughs — "aye ". Motion carried unanimously. 8. CITIZEN REPORTS There were no citizen reports for this meeting. 9. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Gregory requested staff look at an upcoming luncheon meeting to schedule a joint session with the Historic Landmark Commission. The topic of discussion would be the Commission's proposal for properties in the Downtown area. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 73 1 p.m. pa oc :4 MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS AGENDA DATE: DEPARTMENT: ACM: SUBJECT AGENDA INFORMATION SHEET August 6, 2013 Materials Management Bryan Langley i -A Questions concerning this acquisition may be directed to Elton Brock at 349 -7133 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the City of College Station, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5315 - Interlocal Agreement with the City of College Station). FILE INFORMATION Section 271.102 of the Texas Local Government Code, authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached Agreement is an authorization for the City of College Station to participate in contracts awarded by the City of Denton. The contract will remain in effect until terminated by either party. This Agreement will allow the City of College Station to utilize contracts for goods and services competitively solicited by the City of Denton. The procurement process followed by the City of Denton meets all statutory procurement requirements. Upon approval of the Agreement, the City of College Station intends to utilize the City of Denton's contract for Microsoft Products and Services available through SHI Government Solutions /Austin, Texas. RECOMMENDATION Approve an Interlocal Cooperative Purchasing Program Agreement with the City of College Station. PRINCIPAL PLACE OF BUSINESS City of College Station College Station, TX ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. Agenda Information Sheet August 6, 2013 Page 2 FISCAL INFORMATION This agreement allows the City of Denton to recoup procurement costs associated with the contract acquisition and contract management equal to 0.5% from participating government entities. The estimated reimbursement fee to the City of Denton for this purchase is $100. EXHIBIT Exhibit 1: Ordinance and Interlocal Agreement Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -.CIS -File 5315 ORDINANCE NO. CONSIDER ADOPTION OF AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE CITY OF COLLEGE STATION, TEXAS UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, TO AUTHORIZE CITY OF DENTON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5315 - INTERLOCAL AGREEMENT WITH THE CITY OF COLLEGE STATION). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Interlocal Cooperative Purchasing Program Agreement with the City of College Station under Section 271.102 of the Local Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement'). SECTION 2. The City Manager, or his designee, is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5315 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 2 -ORD -File 5315 Exhibit 1 The State of Texas County of Denton INTERLOCAL COOPERATION AGREEMENT BETWEEN CITY OF DENTON, TEXAS AND CITY OF COLLEGE STATION, TEXAS This Interlocal Cooperation Agreement (the "Agreement") is made and entered into between The City of Denton, Texas, a political subdivision of the State of Texas (lereinafter "City of Denton ") and the City of College Station, a Texas home -rule municipal corporation, (hereinafter "City of College Station" ), WHEREAS, both the City of Denton and City of College Station have the authority to enter into this Agreement pursuant to the authority granted by the "Texas Interlocal Cooperation Act," Chapter 791 of the Texas Government Code providing for the cooperation between local governmental bodies, the parties hereto, in consideration of the premises and mutual promises contained herein, agree as follows: WHEREAS, the contract is made under the authority of Sections 791.001 — 791.029 of the Texas Government Code; and WHEREAS, the City= of Denton and City of College Station represent that each are independently authorized to perform the functions or services contemplated by this Agreement; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; WHEREAS, the governing bodies of each party find that the subject of this contract is necessary for the benefit of the public and that each party has the legal authority to perform and to provide the governmental function or service which is the subject matter of this contract; furthermore, the governing bodies Find that the performance of this contract is in the common interest of both parties; and that the division of cost fairly compensates the performing party for the services under this contract; and WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the health, safety, and welfare of the citizens of Texas, and in the interest of creating efficiencies and saving the City of Denton and the City of College Station taxpayer funding through cooperation in the purchasing of commodities, equipment, services and auctions; and NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: 1. The City of College Station hereby makes, constitutes and appoints the City of Denton its true and lawful purchasing agent for the purchase of various commodities using Annual Contracts (Request for Proposals and Invitation for Bids). The City of Denton will maintain a listing of Annual Contracts which are available for local entities use. The City of Denton will forward a copy of requested Annual Contract to the requesting entity. 2. City of College Station agrees that the City of Denton shall serve as the purchasing agent for selected items, and agrees that the solicitation shall be conducted by the City of Denton in accordance with'reras Local Government Code 252 and City of Denton policy. 3. The City of Denton Purchasing Agent and City of College Station Purchasing Agent shall be authorized to jointly prepare bids, proposals, requests for qualifications and other procurement activity for the purchase of equipment, supplies, sera =ices, insurance, high technology, professional services and other expenditures that may be exempt from competitive bidding /proposals. 4. City of College Station agrees that all specifications for selected commodities, equipment, services or auctions shall be determined by the City of Denton, and that the City of Denton shall collaborate with other governmental entities to ensure that the specifications can meet the overall defined needs. 5. City of College Station agrees to pay the contractor for all commodities, equipment, services or auctions pursuant to this Agreement. The awarded contractor shall bill directly for all commodities, equipment, services or auctions purchased and City of College Station shall be responsible for contractor's compliance with all conditions of delivery and duality of all commodities, equipment, services or auctions purchased. All payments shall be made in accordance vrith the statutory provisions of Texas Government Code, Chapter 2251. 6. Participation of either entity in any cooperative purchasing activity is strictly voluntary. Nothing in this Agreement shall prevent either entity from purchasing and /or accepting and awarding bids, proposals and contracts subject to this Agreement on its own behalf. 7. Each entity shall ensure that all applicable laws and ordinances have been satisfied. S. Effective Date and Term. This Agreement shall take effect when signed by the last party whose signing manes the Agreement fully executed, and be in effect from the date of execution until terminated by either party to die Agreement Upon written thirty (30) days notice prior to cancellation. 9. Modification. The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. TMutual consent will be demonstrated approval of each governing body of each party hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all parties. 10. Termination. By the City of Denton or City of College Station. This Agreement may be terminated at any time by the City of Denton or City of College Station, with or without cause, upon thirty (30) days written notice to the other parties in accordance with Paragraph 12 herein. 11. Hold Harmless. The City of Denton and City of College Station agree to hold each other harmless, to the extent permitted by the laws and constitution of the State of Texas, from and against any and all claims, losses, damages, causes of action, suits and liabilities of every kind, including all expenses of litigation, court costs and attorney's fees, for injury or death of any person, for damage to any property, or for any breach of contract, arising out of or in connection with the work done under this Agreement. 12. Invalidi . If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or osier tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 13. Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person or sent by certified mail to the last business address as listed herein. City of Denton: Materials Management Division City of Denton 901B Texas Street Denton, Texas 76209 City of College Station: Purchasing Department PO Box 9960 1101 Texas Avenue College Station, Tems 77842 14. Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. Nor oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, or employee of any party before or after the execution of this Agreement shall affect or modify any of the terms or obligations hereunder. 15. Amendment. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 16. Texas Law. This Agreement has been made under and shall he governed by the laws of the State of Texas. 17. Place of Performance. Performance and all matters related thereto shall be in Denton County, Texas, United States of America. 18. Authori , to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. 19. Waiver. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in anyway affect the validity of this Agreement, any part hereof, or the right of either batty thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claitrned to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 20. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 21. Assigunnent. This Agreement and the rights and obligations contained herein may not be assigned by any Batty without the prior written approval of the other parties to this Agreement. 22. Force Majeure. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement. 23. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers the day and year shoNvn below, CITY OF DENTON, TEXAS CITY OF COLLEGE STATION, TEXAS BY: BY: ° )-vmv 14 v Mayor Mayor DATE: DATE: -J-3 ATTEST: ATT ST: Jennifer Walters, City Secretary City Secretary APPROVED: APPROVED: k Cwt" George Campbefl, City Manager -ity Manager Exec te erector Business Seivices APPROVED AS TO LEGAL FOR11lI: APPROVED AS TO LEGAL FORI\,I: Anita Burgess, City Attorneys City Attorney Corr se i3O geu..A AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Vance Kemler at 349 -8044 ACM: Bryan Langley �_A SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston- Galveston Area Council of Governments (H- GAC) for the acquisition of residential refuse and recycling carts including replacement parts, for the City of Denton Solid Waste Department; and providing an effective date (File 5249- Purchase of Residential Recycling and Refuse Carts awarded to Rehrig Pacific Company in the not -to- exceed amount of $745,100 for a thirty (30) month time period). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION The City's Solid Waste Department must purchase additional refuse and recycling carts due to wear and tear, loss, and residential growth in the City of Denton. The new carts will serve customers within newly annexed areas within the city and are also used to upsize and replace older carts currently in service. All carts will be equipped with Radio Frequency Identification (RFID) tags for monitoring service frequency, inventory control, and location purposes. Since 2008, Rehrig Pacific Company has been the provider of the City's residential refuse and recycling carts. Currently over 80% of the refuse and recycling carts in the field are provided by Rehrig. By continuing to use Rehrig as the cart provider, the wheels, axles, and other parts for the carts will be more standardized, thus reducing the number of line items of replacement parts needed to maintain the carts. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 22, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. The agenda item for the Public Utilities Board mistakenly listed the purchase as being through the State of Texas's Buy Board Cooperative Purchasing Program instead of the Houston- Galveston Area Council of Governments; however, the Company (Rehrig Pacific Company) and the dollar amount ($745,100) were correct. The Public Utility Board will be informed of this correction at the next board meeting. Agenda Information Sheet August 6, 2013 Page 2 RECOMMENDATION Approve the purchase of refuse carts and recycling carts through the Houston- Galveston Area Council of Governments from Rehrig Pacific Company in the not -to- exceed amount of $745,100. PRINCIPAL PLACE OF BUSINESS Rehrig Pacific Company Dallas, TX ESTIMATED SCHEDULE OF PROJECT Delivery of the carts is estimated to be within 60 days of the manufacturer's receipt of the order. FISCAL INFORMATION Existing refuse and recycling cart Bond Fund balances, as of July 2013, are approximately $260,000. The Fiscal Year 2013 -2014 Solid Waste Department Capital Improvement Program provides for Certificate of Obligation funding of $237,500 for refuse and recycling carts. The Fiscal Year 2014 -2015 Solid Waste Department Capital Improvement Program provides for Certificate of Obligation funding of $247,600 for refuse and recycling carts. Refuse and Recycling Carts: 2013 funding available $260,000 2014 funding available $237,500 2015 funding available $247,600 Total $745,100 EXHIBITS Exhibit 1: Rehrig Pacific Company Proposal Exhibit 2: Public Utilities Board Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -.CIS -File 5249 Exhibit 1 CONTRACT PRICING WORKSHEET For Catalog & Price Sheet Type Purchases Contract: GCO1 -11 No,: Date 7/23/2013 Prepared: This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both the PO and the Worksheet MUST be faxed to H -GAC @ 713 - 993 -4548. Therefore please type or print legibly. Buying :City of Denton, TX Agency: Contractor: :Rehrig Pacific Company Contact :Tyler Hurd Person: Prepared :John Seabaugh By: Phone: : :940- 349 -8043 Phone: : :972- 977 -2723 Fax: Fax: Email: aler.hurd @cityofdenton.com Email: :jseabaugh @rehrigpacific.com Catalog / Price Sheet Name: Supply of Refuse and Recycling Containers General Description reduction of 95 and 65 gallon roll out carts for city Solid Waste Program of Product: A. Catalog / Price Sheet Items being purchased - Itemize Below - Attach Additional Sheet If Necessary Quan Description Unit Pr Total 486 : :AG259 - 95 Gallon NB Roll Out Cart - Trash (Kelly Green Body/Black Lid) $46.35: 22526.1 648 : :AG257 - 65 Gallon NB Roll Out Cart - Trash (Kelly Green Body/Black Lid) $41.20: 26697.6 0 0 E All Pricing includes City Ion on cart body /lid , 1 + ,. 0 ` *Pricing includes HGAG %Fies d6"W smo`ind lua " fps "Y", f,+ r d.h 0 0 0 0 0 0 Total From Other Sheets, If Any: Subtotal All 49223.7 B. Unpublished Options, Accessory or Service items - Itemize Below - Attach Additional Sheet If Necessary (Note: Unpublished Items are any which were not submitted and priced in contractor's bids) Quan Description Unit Pr Total I :Freight for 95 Gallon NB Roll Out Cart - Trash $ I,200 1200 I :Freight for 65 Gallon NB Roll Out Cart - Trash $1,200.00 E 1200 1134 :RFID Tags $1.25: 1417.5 0 Total From Other Sheets, If Any: Subtotal B: 3817.5 Check: Total cost of Unpublished Options (B) cannot exceed 25% of the total of For this transaction the percentage is: the Base Unit Price plus Published Options (A+13). 8% C. Trade -Ins / Special Discounts / Other Allowances / Freight / Installation /'Miscellaneous Charges Subtotal C: 0 Delivery Date: !: 30 Days (65s) 60 D. Total Purchase Price (AfB : +C) 53041.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Exhibit 2 DRAFT MINUTES PUBLIC UTILITIES BOARD July 22, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 22, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Barbara Russell and Lilia Bynum Absent: Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 5) Consider recommending approval to award a purchase agreement in the amount not to exceed $745,100, for a term of thirty (30) months, for the purchase of residential refuse and recycling carts and replacement parts, to Rehrig Pacific Company through the State of Texas's Buy Board Cooperative Purchasing Program. Agenda item 5) motion to approve by Board Member Robinson with a second by Board Member Cheek, vote 6 -0 approved. Adjournment 11:10 a.m. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE HOUSTON - GALVESTON AREA COUNCIL OF GOVERNMENTS (H -GAC) FOR THE ACQUISITION OF RESIDENTIAL REFUSE AND RECYCLING CARTS INCLUDING REPLACEMENT PARTS, FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 5249- PURCHASE OF RESIDENTIAL RECYCLING AND REFUSE CARTS AWARDED TO REHRIG PACIFIC COMPANY IN THE NOT -TO- EXCEED AMOUNT OF $745,100 FOR A THIRTY (3 0) MONTH TIME PERIOD). WHEREAS, pursuant to Ordinance 95 -107, the Houston- Galveston Area Council of Government (H -GAC) has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Houston- Galveston Area Council of Government (H -GAC) programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered file for materials, equipment, supplies, or services, are hereby approved. FILE NUMBER VENDOR AMOUNT 5249 H- GAC /Rehrig Pacific Company $745,100 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file, the City accepts the offer of the persons submitting the bids to the H -GAC for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the H -GAC, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by H -GAC, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to H -GAC, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5249 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated items, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4 -ORD -File 5249 AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley i -A SUBJECT Consider adoption of 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 Teague Nall and Perkins, Inc. for engineering services including land surveying, civil engineering, project permitting and related consulting services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 5306 -in the not -to- exceed amount of $4,160,000). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION With a transmission and substation Capital Improvements Plan (CIP) budget exceeding $245,000,000, it is necessary for Denton Municipal Electric (DME) to utilize consulting engineers extensively. All substation and transmission line projects included in the CIP will require land surveying, platting, permitting, and civil site design. This Professional Service Agreement authorizes Teague Nall and Perkins, a local vendor, to perform these services. A detailed description of the services to be provided is included in the Public Utilities Board Agenda Information Sheet (Exhibit 1). In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The City of Denton has previous successful experience with the recommended firm, and has elected to not seek qualification based competition for these identified services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 22, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc. in the not to exceed amount of $4,160,000. Agenda Information Sheet August 6, 2013 Page 2 PRINCIPAL PLACE OF BUSINESS Teague Nall and Perkins, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT Services to be performed will begin upon Council approval and will continue until the completion of the project as defined in the Professional Services Agreement. FISCAL INFORMATION The charges for the work performed under this contract will be funded from individual project accounts and from the maintenance and operating budgets. The costs associated with transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). FXHTUTTC Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: C.h"k � (3 , Chuck Springer, 349 -8260 Director of Finance I -AIS -File 5306 Exhibit I PUBLIC UTILITIES BOARD AGENDA ITEM #3 AGENDA INFORMATION SHEET AGENDA DATE: July 22, 2013 DEPARTMENT: Electric Utilities ACM: Howard Martin, 349 -8232 SUBJECT Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and Teague Nall and Perkins, Inc., Denton, Texas, for land surveying, civil engineering, project permitting, and related consulting services in support of Denton Municipal Electric CIP projects, in an amount not -to- exceed $4,160,000. (File No. 5306). BACKGROUND With a transmission and substation CIP budget of almost $245,000,000, it will be necessary for Denton Municipal Electric (DME) to utilize consulting engineers extensively for project development, design, assistance with procurement actions, some aspects of constriction management, and constriction inspection. Engineering, project management, and constriction monitoring will amount to approximately 15% of total project cost. All substation and transmission line projects in the CIP will require surveying. Substation projects will also require services for platting, permitting, and civil site design. It is not reasonable or practical for DME to have staff in the numbers required to perform the work and to cover the broad range of disciplines necessary to address all aspects of the CIP projects. Using outside engineering resources is an efficient and reasonable method for obtaining the temporary and wide range of specialized services needed. Transmission line routing, site selection, and engineering design are the first activities that must be completed for any project. The surveys are the beginning points for the land and land acquisition processes. Surveys are also necessary to finalize designs and to provide documentation for permitting and platting. Land or easement acquisition delays will extend project schedules. For substation site selection, three or four location options per project will normally be required. These options must be fully evaluated and proven to be viable. Cost estimates and benefit analyses must be completed for each option to allow comparison. With numerous station projects planned in the next five years, the amount of preliminary engineering work that will be necessary is significant. To complete projects contained in the CIP on time, substation site locations and transmission line routing for all projects must be determined no more than about two years into the five year period to allow sufficient time for land acquisition, permitting, design, procurement, and constriction. The compressed time for determining project sites underscores the need for retaining a consultant that can dedicate the needed time and resources to the process. AIS — PUB Agenda Item 43 July 22, 2013 Page 2 of 3 DME proposes to contract with TNP to support the site identification and project development processes. This will include potential site evaluation from an engineering feasibility prospective, topographic and boundary surveys, platting or easement preparation, Denton City development permitting processes, and civil design services. TNP is currently performing the above mentioned services for DME CIP projects as a sub - consultant of SGS Engineering. TNP has extensive project experience in the City of Denton. TNP's recent successful and timely performance of these types of activities on CIP projects demonstrates the firm's professionalism and responsiveness for the needs of DME projects. TNP will be required to provide extensive project support for all substation and transmission projects. From conceptual site selection, site survey, platting and permitting, civil design, to finally constriction inspection, TNP can provide the experience and manpower to effectively accomplish the surveying and civil engineering portions of CIP projects. As with any design effort, it is not possible to predict the exact need; therefore, an amount has been included that will allow DME flexibility in obtaining other technical services for operational and project design requirements on an as needed basis under this contract. The contract has been structured to be billed on an hourly basis for services rendered. The amount the contract was arrived at by estimating the hours needed and applying the rates for likely participants. This is the best estimate at this time. The information is included in detail in the estimate attached to the proposed contract and summarized in Exhibits 1 and 2. The estimate is based on the projects and activities that DME believes will be undertaken at this time and is in accordance with the CIP and other known requirements. Changes in priorities, unforeseen requirements, or changes in approved projects could alter the projects undertaken and engineering support required. OPTIONS 1. Recommend approval of a Professional Services Agreement with Teague Nall and Perkins, Inc., in an amount not to exceed $4,160,000. 2. Not recommend approval of a Professional Services Agreement with Teague Nall and Perkins, Inc., and direct that other actions be taken to obtain the required services. RECOMMENDATION DME recommends approval of the proposed contract with Teague Nall and Perkins, Inc., in an amount not to exceed $4,160,000. ESTIMATED SCHEDULE Project and study efforts will begin immediately upon approval by the City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this contract; however, the proposed contract is consistent with project information detailed in CIP and budget presentations. AIS — PUB Agenda Item 43 July 22, 2013 Page 3 of 3 DATE SCHEDULED FOR COUNCIL APPROVAL August 6, 2013 FISCAL INFORMATION The charges for work under this contract will not exceed $4,160,000 and will be funded out of amounts budgeted for specific projects and from the maintenance and operations budgets for non - project items. A significant amount the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). BID INFORMATION Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act" (professional services may not be bid). The provisions of Texas Local Government Code, Section 252,022(a)(4) provide that procurements for professional services are exempt from the requirements of competitive bidding. EXHIBITS 1. Summary of Contract Estimate (Attachment B, two pages) 2. Proposed Hourly Rates for Professional Services (Attachment C) 3. Proposed Professional Service Contract Respectfully submitted, Phil Williams General Manager Prepared by: Chuck Sears Engineering Division Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Exhibit 2 DRAFT MINUTES PUBLIC UTILITIES BOARD July 22, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 22, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Barbara Russell and Lilia Bynum Absent: Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 2) Consider recommending approval of an Amendment to Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, a limited liability corporation, Lubbock, Texas, for structural, electrical design, and other engineering - related consulting services for Capital Improvement Projects for Denton Municipal Electric, in the amount of $6,675,000 (File No. 4755 — Amendment to Professional Services Agreement in the original not -to- exceed amount of $1,260,000; with the not -to- exceed amount now totaling $7,935,000). 3) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and Teague Nall and Perkins, Inc., Denton, Texas, for land surveying, civil engineering, project permitting, and related consulting services in support of Denton Municipal Electric CIP projects, in an amount not -to- exceed $4,160,000. (File No. 5306). 4) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and D &S Engineering Labs, PLLC, Denton, Texas for professional geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric CIP projects, in an amount not -to- exceed $1,650,000. (File No. 5311). Items 2, 3 and 4 were pulled by staff for further information. Chuck Sears, Engineering Division Manager, gave a presentation regarding the three items. Sears talked generally about engineering. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 2 of 5 Sears stated in the current CIP (2014 -2018) there are funding request for $257 million. The total project cost is about $290 million. There are 17 Substations: 16 sites to be acquired and permitted, up to 15 public involvement processes and up to 51 public hearings. There are approximately 33 miles of transmission line to constrict or reconstruct; approximately 235 tracts to be acquired (purchases and easements), around 6 public involvement processes, and up to 22 public hearings. There are eight equipment upgrade projects; Relay /Panel upgrades, Circuit Breaker upgrades and Switch Replacements. There are a total of 42 projects. The 2012 -2016 CIP project lists has 23 projects with approximately $86 million. Engineering is about 12 -15 percent of the total cost of the projects. Sears then showed a map with the CIP projects on it. Sears then discussed the substation land acquisition information. There are two to four different consultants involved with this process. • Each new substation will require approximately 8 acres • Potential sites selected by DME and Power Engineers (2 to 5 options) • Public involvement • PUB public hearing and recommendation • City Council public hearing and final site approval • Complete ALTA survey • Appraisal • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) • Platting (varies depending on the tract) • SUP (15 more required at this point) • Clearing & Grading/Building/Fence Permitting Processes Sears then showed a summary of the substations and their permitting requirements with the schedule summary. Herring asked why eight acres is needed per substation. Sears answered on some projects up to 45 percent is required to be landscaping, depending on where the substation is located. Residential is the highest, commercial could be about 10 percent and there may be no landscaping required in industrial areas. There was some further discussion regarding landscaping. The eight acres is a starting point, sometimes they get the eight sometimes it is less. The Cooper Creek substation (newest) is about eight acres. Russell asked if staff could only get seven acres in an area that needed a substation, if that would be a deal breaker. Sears answered it would not as long as City Council will approve the SUP. Normally five to six acres is used on the larger substations and as little as two acres has been used. Sears showed a sample of the Cooper Creek Substation project timeline. Before constriction begins is about two thirds of the project. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 3 of 5 Sears then outlined the transmission line land and easement acquisitions. • The transmission line easement widths will be 75 feet • Potential routes have been identified by DME & Power Engineers • Public involvement • PUB public hearing and recommendation • City Council public hearing and final route approval • Obtain title work for all tracts • Boundary and topographic surveys on all tracts • Preparation of base transmission line map with surveyed alignment • Designer review of alignment (problem near McKinney) • Revision of base map for final alignment • Provision of surface and topographical data to the designer • Preparation of easement/purchase documents • Appraisals (the start of the purchase process) • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) Sears then talked about the professional and technical services agreements. • Power Engineers — Route /site selection and public involvement ($1,866,565) • SGS Engineering (amendment proposed)— Substation system protection, transmission line, and substation design ($7,935,000) • Teague Nall and Perkins (proposed) — Civil engineering, surveying, and permitting ($4,160,000) • D &S Engineering Labs (proposed) — Geotechnical engineering and constriction materials testing ($1,650,000) • Black and Veatch — Substation concept development and support for protection system design and settings ($564,000) • Kelsey — Legal support for land acquisition (contract managed by Legal; $500,000) • G2ETC — Compliance, relay and control checkout and consulting ($1,030,000) • PWR Solutions — NERC & ERCOT Planning ($857,469) Sears stated that if Frank Payne from CIP Utility Engineering has a project he can get one engineering firm to take care of the project. Sears stated that they cross disciplines in so many ways that they need different engineers that take care of different areas. In the industry there are firms that work better with different types and sizes of projects. It gives flexibility and finding firms that meet the `nitch' with the way that DME does business. It also gives an opportunity to engage more local firms. Herring asked if Teague Nall and Perkins is a new firm for the City of Denton. Sears stated that Frank Payne has worked with them for years. They are a civil engineering firm that has road design, waterlines and sewer lines as well. Martin stated they are good and has been used many times in the past. Sears stated have some of the highest integrity and the best work that he has obtained, plus they are local. Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 4 of 5 1 Sears went on to say that when the proposals are complete the contracts amount will be about 2 $18,563,034. 4 Sears stated that the three that are being presented today are; Teague Nall and Perkins, SGS and 5 D &S. Most of what Teague Nall and Perkins, Inc. are taking care of would be surveying and 6 permit applications and civil site design for all of the projects. 7 8 Herring stated that the $18 million is before any construction, Sears agreed. Herring then 9 asked if 12 percent is the normal for engineering costs. Cheek stated that 10 years ago 10 when he started it was six percent. It went to 10 -12 percent pretty quick. Sears stated that is 11 historically correct. Much of that is because of what has to be accomplished before constriction 12 is started. Sears stated that the good part is there are a lot of substation steel standards that have 13 been set in place. It is difficult to package substations. Herring asked if there was a way to 14 reduce the list of contractors of eight to four and get the complete job done. Sears stated the 15 contract for Power Engineers is for public involvement, none of the other firms prefer to do that 16 portion. SGS Engineering is a design firm, they design substations, transmission lines, and 17 protection systems. D &S Engineering is a civil testing and geotechnical engineering firm. They 18 test the soils while boring. Black and Veatch is a large firm the reason that DME engages them 19 is because they are experts in substation design and development. The pricing is better for the 20 way that DME does business to break them out. Kelsey is the legal firm. Russell added they 21 are local as well. G2ETC is the consulting firm that takes care of compliance, relay and the 22 control checkout. PWR Solutions is the planning aspect of NERC & ERCOT. These groups of 23 consultants work very well together and with DME. 24 25 Herring asked who is managing the consultants. Sears answered mostly he is. They have 26 such a high amount of integrity that Sears trust them very much. They make his job as easy as 27 possible. Staff has done a great j ob of finding firms that address business the way we need to. 28 Chair Smith stated there is a lot of engineering work sent out, what do the DME engineers 29 do. Sears answered they are busy; it takes a lot of time outside of 40 hours a week. Staff puts 30 together presentations and writes AIS's, gets approvals and works on the purchasing documents. 31 There is a tremendous administrative effort behind all of the work. Coordinating between all the 32 different groups and making sure that staff knows what each consultant is doing and they know 33 the other consultants that will be working with them. Sears spends a lot time related to the 34 planning portion of the projects. The consultants bring expertise from a technical standpoint. 35 What they don't understand is the physical constraints sometimes. Sears guides that effort and 36 works better that way. John Moore, Exec Mgr of Energy Delivery, added that Brent Heath, Jerry 37 Fielder is the engineering staff for DME; they are the registered Professional Engineers. There 38 are another six or seven that are in the technical support roles. Sears stated that he spends a good 39 amount of time on system protection. Moore stated that in a month or so another engineering 40 firm contract will be brought back to the PUB to help Sears manage the total program. Currently 41 dealing with one substation at a time takes a lot of time. Two or three substations need to be in 42 the works a year. 43 44 Sears showed a spreadsheet of the current service contracts with the total expenditures at 45 $2,162,436 and total remaining at $3,725,112. 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 5 of 5 Sears lastly talked about the remaining procurements. • Substation magnetically operated gates • Verti -Crete concrete fence for substations (RIP in August) • Transmission poles (will attempt to obtain long term contract, RIP in September) • Transmission line hardware • Transmission line constriction contract (will likely be individual contracts for each line segment or grouping for which constriction dates are firm) • Substation distribution switchgear enclosures (RIP in September) • Program management and real estate procurement The remaining procurements total approximately $87 million. At this point there is only one project under constriction. There are many projects that are moving at a slow pace. There are about eight or nine different projects in to the development of the public involvement process. Hopefully this board will see three of those projects before October. The board appreciated the detail. Herring asked a question regarding item 2). The professional liability limits on the insurance for that company is only $500,000. That seems like a small amount of coverage for a professional engineer that may be designing. The next company has $1 million. Michael Copeland, Utility Attorney, stated that we have contracted with them for about eight years. That is the amount of insurance that they paid for the original contract that have not messed up at all so Copeland didn't see any reason to change it. Herring asked if they could make an engineering error that could cost more than the $500,000, Copeland responded it is always possible. Herring would like that to be a standard. Copeland answered that we can modify and make it consistent. The Board approved items 2, 3 and 4 to increase the professional liability insurance to a minimum of $1 million. The motion was made by Board Member Herring with a second by Board Member Cheek. Vote was 6 -0. Adjournment 11:10 a.m. ORDINANCE NO. 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 TEAGUE NALL AND PERKINS, INC. FOR ENGINEERING SERVICES INCLUDING LAND SURVEYING, CIVIL ENGINEERING, PROJECT PERMITTING AND RELATED CONSULTING SERVICES FOR DENTON MUNICIPAL ELECTRIC CAPITAL IMPROVEMENT PROJECTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5306 -IN THE NOT -TO- EXCEED AMOUNT OF $4,160,000). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to enter into a professional service contract with Teague Nall and Perkins, Inc., to provide professional engineering services including land surveying, civil engineering, project permitting and related consulting services for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager or his designee is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5306 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IC • 4 -ORD -File 5306 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER (File No. 5306) THIS AGREEMENT is made and entered into as of the day of , 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Teague Nall and Perkins, with its corporate office at 1517 Centre Place Drive, Suite 320, Denton , Texas 76205 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Professional Engineering and Surveying Services for the Denton Municipal Electric Capital Improvement Plan Engineering and Surveying Support (includes Attachments A thru C) Page 1 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the Estimated Fee compensation shall be $ 4,120,000. 2.1.2 Progress payments for Basic Services shall be paid monthly based upon the actual time charges of the Design Professional's staff for the work effort that has been performed during the preceding month, 2.4 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's em- ployees and consultants in the interest of the Project as defined in the General Conditions and in Attachment B, but not to exceed a total of 40,000 without the prior written approval of the Owner. 2.5 TOTAL CONTRACT AMOUNT $ 4,160,000 Page 2 SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachment A thru C . This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON KIM ATTEST: JENNIFER WALTERS, CITY SECRETARY R • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: WITNESS: BY: GEORGE C. CAMPBELL CITY MANAGER Teague Nall and Perkins, Inc. BY; Gary ickery, P.E. Principal Page 3 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of tihose services for the Project (as defined in the agreement (the "Agreement ") and proposal (the "Proposal ") to which these General Conditions are attached) performed by the Architect or Engineer (hereiiiaiier called the "Design Professional ") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services'). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional s €midards consistent with the level ofcare and shill ordinarily exercised by members ofthe same profession currently practicing in the saute locality under similar conditions, hicluding reasonable, informed judgments and prompt timely actions (the "Degree of Caro "), The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for tie orderly progress of the Project. Upon roquest of the Owsier, the Design Professional shall submit for lice OAmees approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Tinhe limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by tlhe Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of dim General Conditions and include wiOiout limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. T7te Basic Services may be rnodiiied by the Agreement. 2.2 SCHEMATIC DESIGN PHASE (See attachments for detailed scope information) 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owners needs and to establish the requirements for the Project. 2.12 'file Design Professional shall provide a preliminary evaluation of tie Owner's program, construction schedule and construction budget requirements, each in temis ofthe other, subject to tie limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction ofthe Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.15 The Design Professional shall submit to the Owner a preliminary detailed estimate ofConsiruction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constricting the Project and estab] ishes an elapsed time factor for the period of time from the commencement to tie completion ofconstnuction. 2.3 DESIGN MVELOPMENT PHASE (See attachments for detailed scope information) 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the progarn, sch� dule or construction budget, the Design Professional shall prepare for approval by tie Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character ofthe Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, whicli shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Ow'ner's approval of the documents, Design Professional warrants that the Documents and specifications will be sufficient and adequalo to fulfill Tile purposes of the Project_ 2.3.2 The Design Professional shall advise the Owner of any adjusirnents to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE (See attachments for detailed scope information) 2.4.1 Based on the approved Design Development Documents and any further adjustments in die scope or quality ofthe Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction ofthe Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of Ole contract, and tie fonn of Agreement behveen the Owner and contractor. Page 4 2.4.3 The Design Professional shall advise the Owner ofany adjustments to previous preliminary estimates ofConstruction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for time approval of governmental authorities having jurisdiction over the Project 2.5 CONSTRUCFION CONTRACI-PROCUREiNIFNT (See attachments for detailed scope information) 2.51 he Design Professional, following the Owner's approval or the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award or the construction contract is in the sole discretion of the Owner. 2.52 If the construction contract amount for the Project exceeds the total constniction cast of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will rovise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMIUN STRATTON OF T119 CON9MUC1'ION CON FRACr (See at(achnments for detailed scope inforrr►ation) 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase tinder this Agreement commences with the award of the Contract for Construction and tenuinates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6,2 Time Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Con- tract for Constriction, current as of the date of the Agreement unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with time Standard Specifications for Public Works Construction by rite North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Con- struction. Time Design Professional shall have authority to act on behalf of time Owner only to the extent provided in time Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall inspect the construction site at least two times a week, regardless o£whetlmer construction is in progress, to become familiar with the progress and quality of the work completed and to detemmine if time work is being peffomiod in a manner indicating that the work wficn completed will W in accordance with the Contract Documents, Design Professional shall provide Owner a written report subsequent to each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress and quality of time work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that lie will follow Degree of Caro in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owrmer. 'fite Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in noway alter flie Design Professional's obligations or the Ow3mer's rigjtts hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with die work. The Design Professional shall not be responsible for the Contructor's schedules or failure to caury out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omissions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons perforning portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wfinerever it is in preparation orprog m. 2.6.5 Except as may otherwise be provided in the Contract Documents or wlmen direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 biased on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due rite Contractor. Page 5 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Nock is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by lite Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified, however, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the %wrk in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility ofthe Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or empl%ws or other persons performing portions ofthe work. 2,6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining witetlter or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the Hurl: or in die construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to pemtit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or perfommance of equipment or systems designed by the Contractor, all of which remain the responsibility ofthe Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of constniction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of art assembly of which the itein is a component. When professional certification of perfommance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be e €aided to rely upon such certification to establish that the materials, systems or equipment %rill meet the performance criteria required by the Contract Documents. 2.6.13 'Me Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.11 and 3.33, for the Owner's approval and execution in accordance Hitt the Contract Documents, and may authori7e minor changes in the work not involving an adjustment in the Contract Sunt or an extension ofthe Contract Time which are not inconsistent with the intent of die Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to detemtine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Constriction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements ofthe Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents oil written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made %vith reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from fire Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions ofthis Agreement and in the absence ofnegligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the wwk as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares, and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owrter may have under the Agreement ord minish any ofthe Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with a digital copy and one set of reproducible prints showing all sig€tifirant changes to the Constriction Documents during the Construction Phase. The reproducible prints will be based on information provided to the Design Professional by others. Page 6 ARTICLF3 ADDITIONALSFRVICFS 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.A shall only be provided if authorized or confinmed in writing by the Owner. If services described tinder Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Ourter in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT RFPRESENTATiON BEYOND BASIC SERVICES 3.2.1 Tf more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one ortnore Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefore as agreed by the Omer and Design Professional. 3.3 COi\TINGFt fADDIflONALSERVICES 3.3.1 Making material revisions in Drawings, Specifications or other docurents wlten such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in tine Owner's prograrn or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such docutents, or 3. due to changes required as a result of the Owneris failure to render decision in a tirmely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owtter's schedule, except for services required under Subsection 2.5.2, 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connec- tion with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement ofwork damaged by fire or other cause during eonstn=ction, and firmishing services required in connection with the replacement ofsuch viork. 3.3.5 Providing services nnade necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of perfomnance of either the Owner or Contractor turder the Contract for Construction. 33.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in corurection with the work, 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except "here the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described hr this Article 3 that are caused or necessitated in %%hole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations tinder this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. Page 7 3.4.2 Providing planning surveys, site evaluations or comparative studies ofprospective sites 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over tile Project. 3.4.4 Providing services relative to firture facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by tike Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection Nvi i construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4. 10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and 1xilancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, fumishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 34,15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 34.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in w1iofe or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of tile Basic Services under the Agreement with no additional compensation above and beyond the compensation due tie Design Professional for the Basic Services. The hitervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSiBIL1TIES 4.1 The Owner shall consult with due Design Professional regarding requirements for the Project, including (1) the Ownees objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more specifically described in Subsection 2.2.1. 4.2 'lie Owner shalt establish and update an overall budget for the Project, including die Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 if requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owmees obligations under this Agreement, 4.4 The Owner shall designate a representative authorized to act oil the Owner's behalf with respect to the Project. Tire Owner or such authorized representative shalt render decisions in a timely manner pertaining to documents submitted by die Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of die site. The surveys and legal infon nation shall include, as ap- plicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of die site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; arid information concerning available utility services and fumes, both public and private, above and below grade, including inverts and depths. Ail the information on the survey shall be referenced to a project benchmark. Page 8 4.6 Where applicable, the Owner shall ftrmish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants When such services are reasonably required by the scope of the Project and are requested by the Design Professional and are riot retained by the Design Professional as part of its Basic Services or Additional Services, 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and w -ater pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may he necessary at any time for the Project, including auditing services the Owrrer may require to verify the Contractor's Applications for Payment or to ascertain hose or far what purposes the Contractor has usod the money paid by or on behatfof the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 45 through 4.8 shall be furnished at the Owners expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in die absence of any negligence on the part of the Design Professional. 4.10 The O%v cr shall give prompt wilten notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4,11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that Would require knowledge or services beyond the scope of the Agreenew. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional, 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by time Design Professional, plus a reasonable allowance for the Contractors overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the mvudr during consiniction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way, financing or other costs Which are the responsibility of the Owner m provided in Article 4. 5.2 RESPO \SIBILF17Y FOR CONSfRUCTIONCOST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construc- tion Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control overthe cost of labor, nmaterials or equipment, over the Contractors methods of detemiining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owners Project budget or from any estimate of Constntction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docnments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in die amount of an increase in the Contract Sum occurring after execution ofthe Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. Page 9 ARTICLF, 6 ONYmI'ERSIIIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications amid other documents prepared by time Design Professional for this Project are instruments of the Design Profess'ional's service and shall become die property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies ofall such documents. Such documents are intended only be applicable to Uris Project, and Owner's use of such 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 the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. AIMCLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Desigrn Professional may tenninate the Agreement upon not less than thirty days written notice should tine Owner fail substantially to perfomn irn accordance with the temnns of the Agreement throngli no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation ofservices on the Project, Design Professional shalt cooperate in providing infonnation. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, tine Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that time Project is permanently abandoned. if the Project is abandoned by lie Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate time Agreement by giving written notice. 7.4 Failure ofthe Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperfommance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily perfommed, the Design Professional may, upon seven days written notice to tine Owner, suspend performance of services under the Agreement 7.6 In the event of tennination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLF. 8 PAYMENTS TO TIIF, DESIGN PROFESSIONAL 81 MIXCr PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and Hie portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REti MURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in time following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out -of -town travel; long- distance communications; and fees paid for securing approval ofaudmorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of time sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense ofrenderings, models and mock -ups requested by the Owner. 8.2.1.5 Expense of computeraided design and drafting equipment time when used in connection with the Project. Page 10 8.2.1.6 Other expenses that are approved in advance in stinting by the Owner 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, when; applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of svork. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall 6o computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constricted, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona tide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professionals statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work otherthan those for which the Design Professional is responsible. 8.6 DESIGN PROFFSSIONAUS ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services perforned on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three }ears after the date of the final Certificate of Payment, or until any litigation related to the Project is final, Airichever date is later. ARTICLE 9 INDUNINITY 9.1 The Design Professional shall indemnify acrd 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 Design Professional or its officers, shareholders, agents, or employees in the execution, operation, or performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the 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 the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services tinder the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above. 10.1 Comprehensive General Liability Insurance with bodily injury Iintits 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. 10.2 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. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall famish insurance certificates or insurance policies to the OAner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability instance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a wmiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. in such event, the Page 1 I Design Professional shall, prior to the effective date of the change or cancellation, famish Owner with substitute certificates of insurance nmeetiurg the requirements ofthis Article 10. AR'T'ICLE 11 MISCF.1.LANFOUS PROVISIONS 11.1 The Agreement shall be governed by the laws ofthe State of'lexas. Venue of any suit or cause of action under the Agreement shall fie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal represen- tatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consentofihe Owner. 11.3 The tern Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representatious or agreements, either written or oral, The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 ofthe Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not he reasonably hamuonized, such documents shall be given priority in the following order: f. The executed Agreement 2. Attachments referenced in Section 3 ofthe Agreement otherthan the Proposal 3. These General Provisions 11.4 Nothing contained in die Agreement shall create a contractual relationship with or a cause of action in favor of third party against either the Owner or Design Professional, 11,5 Upon receipt ofprio€ written approval of Owner, the Design Professional shall have the right to include representations of the design ofthe Project, including photographs ofthe exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing ofthe specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for tho Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release ofthe responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective patties by depositing same in time United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 if any provision of lire Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder ofthe Agreement and shall not cause the remainder to be invalid or unenforceable. in such event, the parties shall reform the Agreement to replace such stricken provision with a valid arrd enforceable provision wim'tch comes as close as possible to expressing the intention ofthe stricken provision. 11,9 Tire Design Professional 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. 11,10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions ofthe Agreement. Page 12 ATTACMMENT'A' ITEMIZED SCOPE OF SERVICES Denton Municipal Electric (DME) Capital Improvement Plan (CIP) Engineering and Surveying Support BASIC SERVICES Project Description The scope set forth herein defines the work that is expected to be performed by the DESIGN PROFESSIONAL in completing the project. In general, the work will consist of providing surveying, platting, permitting and civil engineering support as needed for implementation of the transmission lines and substations that are part of the DME CIP. It is understood by both the City of Denton (Denton Municipal Electric or DME) and the DESIGN PROFESSIONAL that the specific details of the effort required by DME cannot be fully determined at this time. Attachment B sets forth the specific substations and transmission lines that are contemplated, and illustrates the assumptions made in establishing the budget figures indicated herein. The intent of this agreement is to summarize the anticipated support services needed without excluding services that are not foreseen at this time. Work to be Performed More specifically, the work will include, but not be limited to, the following: Land Surveying Deed sketches, boundary surveys, plats, design surveys, topographic surveys, preparation of easement exhibits, alignment staking, as -built surveys, Level B Subsurface Utility Engineering (S.U.E.), construction verification surveys of concrete placement and other improvements, placement of monuments, and other surveying services as necessary. Engineering Feasibility studies for site selections, alignment evaluations and route planning, coordination with other governmental agencies (including TxDOT, City of Denton, Denton County, etc.), site plans, grading plans, drainage studies, design of support infrastructure (such as streets, drainage, water and sanitary sewer facilities), coordination and consultation with geotechnical engineers, preparation of specifications and Requests for Proposals, construction oversight and/or inspection, and other design services as necessary. Permitting Permit processing, including coordination with the City of Denton Planning Department, and preparation of submittal packages for permits such as Specific Use Permits, variances, plats, Environmentally Sensitive Areas, TxDOT permits, floodplain studies, Clearing & Grading permits, building permits and other permits as may be required. The DESIGN PROFESSIONAL will represent DME at public meetings and official meetings with City staff as requested. Project management, planning, scheduling and tracking necessary to direct the work will also be a part of this effort. Attachment A - Page 1 of 3 Assumptions and Clarifications The following assumptions were used by the DESIGN PROFESSIONAL. for the preparation of this scope of Basic Services: 1. The estimated fees indicated for the services identified above are based on information provided by DME with regard to the substations and transmission lines that are part of the CIP and listed in Attachment B. That information indicates the following anticipated efforts: a. Completion of support services on four substations currently underway. Surveying, engineering and permitting support on an additional fourteen substations, switch stations or interchanges. An effort has been made to identify the effort required by determining the type of permits, plats and public improvements expected for each specific site. One additional, unidentified substation has been included to account for the possibility of a change in the CIP. c. Surveying, alignment evaluation and easement preparation for five transmission line segments, along with completing easement preparation for one transmission line segment currently underway. 2. Services to be provided will be as requested by DME staff. As each assignment is made, specific details and scope of work will be identified for that assignment. 3. Engineering design will be in accordance with City of Denton (or other applicable agencies) design standards, and generally accepted engineering practices. 4. All services will be performed at TNP standard hourly rates effective at the time the work is performed. The estimated fees shown herein take into account the fact that the support services required will extend over a period of at least four years. 5. Easement documents prepared will consist of an Exhibit A (property description) and Exhibit B (parcel map), and will be sealed by a Registered Professional Land Surveyor. 6. Horizontal and vertical control shall be established by TNP survey crews at strategic locations along the project route and will consist of 518 inch rebar with caps stamped "TNP" set flush with existing ground. Temporary benchmarks will be established at appropriate intervals along the project route for utilization during design and construction phases. All bearings of lines provided by TNP will be referenced to Grid North of the Texas Coordinate System of 1983 {North Central Zone No. 4202; NAD83 (CORS96) Epoch 2002.001 as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. All distances and coordinate data provided by TNP will reflect surface values. An average Combination Factor will be utilized and reported for scaling grid coordinates and distances to surface values. All elevations provided by TNP will be referenced to NAVD88, as derived from RTK observations. Orthometric heights will be calculated by applying the Geoid09 model to ellipsoid heights. Attachment A - Page 2 of 3 Compensation For work performed by the DESIGN PROFESSIONAL_ within the scope identified above, the DESIGN PROFESSIONAL will be reimbursed as described below: The OWNER agrees to pay the DESIGN PROFESSIONAL for services requested at standard hourly rates based on the attached rate schedule (Attachment C). The rate schedule may be modified at the beginning of each calendar year. Services performed by each staff member will be billed at rates that fall within the ranges shown on the rate schedule in effect at the time the work is performed, and are based on a multiplier of the actual salary cost. That actual salary cost, and the hourly billing rate, may be adjusted from time to time, but will always fall within the range indicated on the rate sheet effective at the time. Work that requires the use of a subconsultant will be reimbursed at DESIGN PROFESSIONAL's cost plus 10% for non - labor, subcontract or mileage items. Direct, or actual out -of- pocket expenses that are incurred during the progress of the work will be reimbursed at DESIGN PROFESSIONAL's cost plus 10 %. The actual out - of- pocket expenses include: air fare, automobile rental if required, mileage charges (outside a 100 mile radius of Denton, Texas), parking, tolls, taxi, meals, lodging, telephone, printing and reproduction costs for work outsourced, materials such as survey monuments, and reproduction or mounting of exhibits, or delivery/courier services, and other miscellaneous costs incurred specifically for this project. Printing, copies, plots and reproduction worts done in -house shall be compensated per the DESIGN PROFESSIONAL's most current rate schedule for such work (Attachment 'C'). OWNER shall be billed monthly for services rendered and pay promptly upon receipt of invoice. Delays of payment in excess of 30 days from invoice date may result in cessation of services until payment is received. Budget Summary The following estimated budgets represent anticipated fees and costs, based on the assumptions enumerated herein, that shall be paid to the DESIGN PROFESSIONAL for labor and expenses involved in the various items of worts within the scope of Basic Services identified above. These figures are only estimates based on the assumptions shown on Attachment B, and do not necessarily represent maximum costs. Substation Support $ 2,715,000 Transmission Line Support $ 1,405,000 Direct Expenses $ 40.000 Estimated Total $ 4,160,000 Attachment A - Page 3 of 3 ATTACHMENT 0 Substation and Transmission Line Projects DME Capital Improvement Plan TNP Estimated Effort, actual costs may vary 7/11/2013 Substations /Switches Comments 2013 2014 2015 2016 Total Cooper Creek Substation 1 (PARTIALLY COMPLETE) SUP, Pre Plat, Final Plat, ESA, Public, TxDOT 53,000 - - - $ 53,000 2 Teasley Substation No effort anticipated - $ - 3 Kings Row Substation SUP, Minor Piat, ESA 102,000 - - - $ 102,000 4 Pockfus Substation SUP, Minor, Public 91,000 - - $ 91,000 5 McKinney Substation SUP, Pre Plat, Final Plat, Public, TOOT 143,000 $ 143,000 6 New North Substation SUP, Pre Plat, Final Plat, ESA, Public 130,000 $ 130,000 7 North Lakes Substation SUP, Pre Plat, Final Plat, Public 135,000 $ 135,000 8 New West Substation SUP, Minor Plat,Publ €c, Tx DOT - 106,000 $ 106,000 9 Locust Substation SUP, Pre Plat, Final Plat, Public 129,000 - - $ 129,000 10 Denton North Interchange SUP, Pre Plat, Final Plat, Public, TxDOT - 146,000 $ 146,000 TMPA Arco Switch /DME Arco 11 Substation SUP, Pre Plat, Final Plat, Public 131,000 $ 131,000 12 Hlckory Substatton SUP, Pre Plat, Final Plat 120,000 $ I20,000 13 New Substation In the Area of UNT SUP, Pre Plat, Final Plat 135,000 - $ 135,000 14 TMPA Spencer Interchange SUP 66,000 $ 66,000 15 Fort Worth Substation No effort anticipated - 36,000 - $ 36,000 16 RD Wells Interchange No effort anticipated $ 17 Spencer Switch No effortant0pated $ 18 Woodrow Substation No effort anticipated $ 19 Bonnie Brae Substation No effort anticipated $ New Northwest 138WSwitch 20 Station SUP, Pre Plat, Final Plat, ESA, Public 144,000 $ 144,000 Now Substation In the Area 21 between Pockrus and Arco SUP, Pre Plat, Final Plat, ESA, Public 137,000 - $ 137,000 New Substation in the Area Northwest of Loop 288 and 22 Spencer SUP, Pre Plat, Final Plat, Public, Tx00T 139,000 $ 139,000 New Substation In the Area of Northwest of Denton North Interchange on the Brazos 23 Transmtsslon Line SUP, Pre Plat, Final Plat, Public - 149,000 $ 149,000 New Substation Northeast of the 24 Spencer Water Treatment Plant SUP, Pre Plat, Final Plat, Public - 142,000 - $ 142,100 25 Jim ChristalSubstation No effort anticipated - $ 26 Denton West interchange Noeffortantidpated $ 27 Industrial Substation No effort antWpated $ 28 New West Switch Station SUP, Pre Plat, Final Plat, ESA, Public, TxDOT 155,000 $ 155,000 Unidentified Additional Station SUP, Pre Plat Final Plat, ESA, Public TxDOT 148,000 $ 148,000 7% contingency for changes and unforeseen requirements 1 45,000 46,000 65,000 21,000 $ 177,000 Total $ 693,000 $ 698,000 $ 998,000 $ 325,000 $ 2,714,000 Recommended Budget . $ '2,715,000 Page 1 of 2 Substation and Transmission Line Projects MME Captital Improvement Plan TNP Estimated Effort, actual costs may vary Transmission lines leneth Parcels 2013 2014 2015 2016 7/11/2013 Total $ 291,000 $ 881,000 $ 230,000 $ - $ 1,402,000 Recommended Budget ; 1,405,000 Page 2 of 2 Woodrow - Kings Row 69kV Transmission Line (PARTIALLY 29 COMPLETE) (Purple Line) 17,330 37 23,000 $ 23,000 Kings Row -Denton North 69W Transmission Line (PARTIALLY 30 COMPLETE) (Yellow Line) 11,300 9 45,000 $ 45,000 North Lakes - Bonnle Brae 69kV 31 Transmission Line 8,031 12 108,000 $ 108,000 32 TMPA Line Upgrade$ $ - Spencer - Pockrus 138kV 33 Transmission Line 11,434 23 225,00 $ 225,000 Spencer Switch - Locust 69kV 34 Transmission Line 10,121 39 286,000 $ 286,000 35 Denton North - North lakes 10,700 17 152,000 $ 152,600 Hickory • Locust 69kV Transmission 35 ILIne 8,384 88 272,000 $ 272,000 Pockrus -Arco 138kV Transmission 37 Line No effort anticipated $ - spencerinterchange - spencer 38 Switch No effort anticipated $ New Transmission Line from West 39 138kV Source No effort anticipated $ Construct and Reroute Transmission in the Area North of 40 Spencer interchange No effort anticipated $ New Transmission Line from New 41 West Switch Station to RD Wells No effort anticipated $ 42 111acar Transmission Line Reroute 5,800 4 63,000 $ 63,000 BonnieBrae - Hickory Survey 71,000 $ 71,000 Subsurface Utility Engineering 25,000 40,000 $ 65,000 1% contingency for changes and unforeseen requfrements 19,000 58,400 15,000 $ 92,000 Total $ 291,000 $ 881,000 $ 230,000 $ - $ 1,402,000 Recommended Budget ; 1,405,000 Page 2 of 2 Attachment C TEAGUE NALL AND PERKINS, INC. Standard Rate Schedule for Time and Expense Contracts Effective January 1, 2013 to December 31, 2013* Eneineerina / Technical From To Principal $170 - $240 Per Hour Project Manager $120 - $220 Per Hour Senior Engineer $110 - $220 Per Hour Engineer $ 85 - $150 Per Hour Landscape Architect / Planner $110 - $180 Per Hour Landscape Designer $ 70 - $120 Per Hour Designer $ 85 - $130 Per Hour Senior Designer $100 - $160 Per Hour CAD Technician $ 60 - $100 Per Hour Senior CAD Technician $ 75 - $110 Per Hour IT Consultant $120 - $150 Per Hour IT Technician $ 85 - $120 Per Hour Clerical $ 50 - $ 80 Per Hour Resident Project Representative $ 70 - $120 Per Hour Surve in Survey Manager $130 - $190 Per Hour Registered Professional Land Surveyor $120 - $150 Per Hour S.I.T. / Senior Survey Technician $85 - $110 Per Hour Survey Technician $70 - $100 Per Hour 1- Person Field Crew w /Equipment "* $120 Per Hour 2- Person Field Crew w /Equipment " $145 Per Hour 3- Person f=ield Crew w /Equipment "* $165 Per Hour 4- Person Field Crew w /Equipment " $190 Per Hour Flagger $40 Per Hour Abstractor (Property Deed Research) $85 Per Hour Subsurface Utility Ennineeflno Hourly Rate SUE Engineer $160 Sr. Utillty Location Specialist $ 95 Utility Location Technician $ 75 1- Person Designator Crew w /Equipment $115 2- Person Designator Crew w /Equipment $135 2- Person Vacuum Excavator Crew w /Equipment $250 (Travel and Stand -by) SUE QL -A Test Hole (0 < 4 ft) *`* $900 per hole SUE QL -A Test Hole ( >4 < 6 ft) * ** $1,100 per hole SUE QL -A Test Hole ( >6 < 8 ft) * *" $1,310 per hole SUE QL -A Test Hole ( >8 < loft)* $1,530 per hole SUE QL -A Test Hole ( >10 < 12ff) * ** $1,770 per hole SUE QL -A Test Hole ( >l2 < 14ft) * ** $2,000 per hole Direct Cost Reimbursables Photocopies: $0.1541sf letter, legal and 11" x 17" size bond paper, B &W $0.7701 /sf letter, legal and 11" x 17" bond paper, color Prints: $0.154/sf letter, legal and 11" x 17" bond paper, B &W & color Plots: $0.154/sf 11" x 17" size bond paper, B &W & color $0.501sf 22" x 34" and larger bond paper or vellum, B &W & color $1.00 /sf 22" x 34" and larger mylar or acetate, B &W Mileage $0.565 /mile All Subcontracted and outsourced services shalt be billed at rates comparable to TNP's billing rates shown above. * Rates shown are for calendar year 2013 and are subject to change in subsequent years. *' Equipment includes Truck, ATV, Robotic Total Station, GPS Units and Digital Level. * ** Pricing includes 2- Person crew, designating for excavation, vehicle costs, and field supplies. Corr se i3O geu..A AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley i_4 SUBJECT Consider adoption of 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 D & S Engineering Labs, PLLC, for geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 5311 -in the not - to- exceed amount of $1,650,000). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION Most substation and transmission lines included in Denton Municipal Electric's (DME) 2014 Capital Improvements Projects require geotechnical evaluations, soil and compaction testing, and constriction inspection to insure that design requirements and procedures are followed. This Professional Services Agreement authorizes D & S Engineering Labs, PLLC, to perform these services. A detailed description of the services to be provided by D & S Engineering Labs, PLLC is included in the Public Utilities Board Agenda Information Sheet (Exhibit 1). In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The City of Denton has previous successful experience with the recommended firm who is also a local vendor, and has elected to not seek qualification based competition for these identified services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 22, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a Professional Services Agreement between the City of Denton and D & S Engineering Labs, PLLC in the not to exceed amount of $1,650,000. PRINCIPAL PLACE OF BUSINESS D & S Engineering Labs, PLLC Denton, TX Agenda Information Sheet August 6, 2013 Page 2 ESTIMATED SCHEDULE OF PROJECT Services to be performed will begin upon Council approval and will continue until the completion of the project as defined in the Professional Services Agreement. FISCAL INFORMATION The charges for the work performed under this contract will be funded from individual project accounts and from the maintenance and operating budgets. The costs associated with transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -.CIS -File 7311 Exhibit I PUBLIC UTILITIES BOARD AGENDA ITEM #4 AGENDA INFORMATION SHEET AGENDA DATE: July 22, 2013 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and D &S Engineering Labs, PLLC, Denton, Texas for professional geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric CIP projects, in an amount not -to- exceed $1,650,000. (File No. 5311). BACKGROUND Most substation and transmission line projects in the CIP are for constriction that will require geotechnical evaluations to obtain the information necessary for civil designs. These same projects will also require concrete and soil compaction testing and constriction inspection to insure that design requirements and procedures are followed. Geotechnical evaluations involve taking samples of surface and subsurface materials up to depths of 40 feet (core drilling), testing the materials to determine their contents and structural capabilities, performing analyses, and preparing a reports based on the testing. The geotechnical report provides the technical information that will be used in foundation, road, concrete drive, and drainage designs and for determining the overall surface treatments required. During constriction, materials testing must be conducted to ensure that the contractors' methods and materials meet the design parameters. Testing services include determining native and fill soil properties, determining on -site compaction, verifying steel reinforcement condition and placement, confirming proper concrete form constriction, testing wet concrete quality and verifying placement procedures, preparing wet concrete cylinders for compression testing, and performing concrete compression tests at seven days and at 28 days after pouring. Other related constriction observation and inspections can be provided on a project by project basis if needed. It is not practical or reasonable from a cost standpoint for Denton Municipal Electric (DME) to have a professional geotechnical engineer and a technician on staff or to maintain the laboratory and field test equipment to perform geotechnical evaluations, material and soils testing, and field inspections. Using outside engineering resources is an efficient and cost effective method for obtaining the specialized technical analysis and other services that are essential to insuring proper design and constriction. Considering the fact that the transmission and substation CIP budget for the 2014 CIP is over $244,000,000, obtaining a longer term contract is an appropriate means for securing AIS — PUB Agenda Item 44 July 22, 2013 Page 2 of 3 geotechnical, field testing, and inspection services. D &S has provided all these services for DME for a number of projects over the past several years. They are a north Texas firm headquartered in Denton that specializes in the services needed by DME. D &S, being local, has a further advantage in that they have extensive knowledge of the local geology and topology of the Denton area and can serve as a preliminary resource for opinions on conditions for potential project sites. Performance and follow up consulting on past projects has been excellent. They are always responsive and timely. The contract has been structured such that DME will be billed on an hourly or unit cost basis for all services performed, and the contractor is only permitted to perform the work actually requested by DME. The costs for services are summarized in Exhibits 1, 2, and 3. DME is not obligated to procure any minimum amount of services. OPTIONS 1. Recommend awarding a Professional Services Agreement to D &S Engineering Labs, PLLC. 2. Not recommend awarding a Professional Services Agreement to D &S Engineering Labs, PLLC, and direct that other actions be taken to obtain the required services. RECOMMENDATION DME recommends awarding the contract for professional services to D &S Engineering Labs, PLLC, in an amount not to exceed $1,650,000. ESTIMATED SCHEDULE OF PROJECT The work under this contract will begin immediately upon approval by the City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this proposed contract; however, DME has had contracts with D &S Engineering Labs for this type work for the past several years and is consistent with project information detailed in the CIP. DATE SCHEDULED FOR COUNCIL APPROVAL August 6, 2013 FISCAL INFORMATION The charges for work under this contract will not exceed $1,650,000 and will be funded out of amounts budgeted for specific projects and from the maintenance and operations budgets for non - project items. A majority of the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). AIS — PUB Agenda Item 44 July 22, 2013 Page 3 of 3 BID INFORMATION Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act" (professional services may not be bid). The provisions of Texas Local Government Code, Section 252,022(a)(4) provide that procurements for professional services are exempt from the requirements of competitive bidding. EXHIBITS 1. Summary of Contract Estimate 2. Proposed Geotechnical Fee Schedule 3. Proposed Constriction Material Testing Fee Schedule 4. Proposed Professional Services Agreement Respectfully submitted: r' d Phil Williams General Manager Prepared by: Chuck Sears Transmission Engineering Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Exhibit 2 DRAFT MINUTES PUBLIC UTILITIES BOARD July 22, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 22, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Barbara Russell and Lilia Bynum Absent: Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 2) Consider recommending approval of an Amendment to Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, a limited liability corporation, Lubbock, Texas, for structural, electrical design, and other engineering - related consulting services for Capital Improvement Projects for Denton Municipal Electric, in the amount of $6,675,000 (File No. 4755 — Amendment to Professional Services Agreement in the original not -to- exceed amount of $1,260,000; with the not -to- exceed amount now totaling $7,935,000). 3) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and Teague Nall and Perkins, Inc., Denton, Texas, for land surveying, civil engineering, project permitting, and related consulting services in support of Denton Municipal Electric CIP projects, in an amount not -to- exceed $4,160,000. (File No. 5306). 4) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and D &S Engineering Labs, PLLC, Denton, Texas for professional geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric CIP projects, in an amount not -to- exceed $1,650,000. (File No. 5311). Items 2, 3 and 4 were pulled by staff for further information. Chuck Sears, Engineering Division Manager, gave a presentation regarding the three items. Sears talked generally about engineering. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 2 of 5 Sears stated in the current CIP (2014 -2018) there are funding request for $257 million. The total project cost is about $290 million. There are 17 Substations: 16 sites to be acquired and permitted, up to 15 public involvement processes and up to 51 public hearings. There are approximately 33 miles of transmission line to constrict or reconstruct; approximately 235 tracts to be acquired (purchases and easements), around 6 public involvement processes, and up to 22 public hearings. There are eight equipment upgrade projects; Relay /Panel upgrades, Circuit Breaker upgrades and Switch Replacements. There are a total of 42 projects. The 2012 -2016 CIP project lists has 23 projects with approximately $86 million. Engineering is about 12 -15 percent of the total cost of the projects. Sears then showed a map with the CIP projects on it. Sears then discussed the substation land acquisition information. There are two to four different consultants involved with this process. • Each new substation will require approximately 8 acres • Potential sites selected by DME and Power Engineers (2 to 5 options) • Public involvement • PUB public hearing and recommendation • City Council public hearing and final site approval • Complete ALTA survey • Appraisal • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) • Platting (varies depending on the tract) • SUP (15 more required at this point) • Clearing & Grading/Building/Fence Permitting Processes Sears then showed a summary of the substations and their permitting requirements with the schedule summary. Herring asked why eight acres is needed per substation. Sears answered on some projects up to 45 percent is required to be landscaping, depending on where the substation is located. Residential is the highest, commercial could be about 10 percent and there may be no landscaping required in industrial areas. There was some further discussion regarding landscaping. The eight acres is a starting point, sometimes they get the eight sometimes it is less. The Cooper Creek substation (newest) is about eight acres. Russell asked if staff could only get seven acres in an area that needed a substation, if that would be a deal breaker. Sears answered it would not as long as City Council will approve the SUP. Normally five to six acres is used on the larger substations and as little as two acres has been used. Sears showed a sample of the Cooper Creek Substation project timeline. Before constriction begins is about two thirds of the project. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 3 of 5 Sears then outlined the transmission line land and easement acquisitions. • The transmission line easement widths will be 75 feet • Potential routes have been identified by DME & Power Engineers • Public involvement • PUB public hearing and recommendation • City Council public hearing and final route approval • Obtain title work for all tracts • Boundary and topographic surveys on all tracts • Preparation of base transmission line map with surveyed alignment • Designer review of alignment (problem near McKinney) • Revision of base map for final alignment • Provision of surface and topographical data to the designer • Preparation of easement/purchase documents • Appraisals (the start of the purchase process) • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) Sears then talked about the professional and technical services agreements. • Power Engineers — Route /site selection and public involvement ($1,866,565) • SGS Engineering (amendment proposed)— Substation system protection, transmission line, and substation design ($7,935,000) • Teague Nall and Perkins (proposed) — Civil engineering, surveying, and permitting ($4,160,000) • D &S Engineering Labs (proposed) — Geotechnical engineering and constriction materials testing ($1,650,000) • Black and Veatch — Substation concept development and support for protection system design and settings ($564,000) • Kelsey — Legal support for land acquisition (contract managed by Legal; $500,000) • G2ETC — Compliance, relay and control checkout and consulting ($1,030,000) • PWR Solutions — NERC & ERCOT Planning ($857,469) Sears stated that if Frank Payne from CIP Utility Engineering has a project he can get one engineering firm to take care of the project. Sears stated that they cross disciplines in so many ways that they need different engineers that take care of different areas. In the industry there are firms that work better with different types and sizes of projects. It gives flexibility and finding firms that meet the `nitch' with the way that DME does business. It also gives an opportunity to engage more local firms. Herring asked if Teague Nall and Perkins is a new firm for the City of Denton. Sears stated that Frank Payne has worked with them for years. They are a civil engineering firm that has road design, waterlines and sewer lines as well. Martin stated they are good and has been used many times in the past. Sears stated have some of the highest integrity and the best work that he has obtained, plus they are local. Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 4 of 5 1 Sears went on to say that when the proposals are complete the contracts amount will be about 2 $18,563,034. 4 Sears stated that the three that are being presented today are; Teague Nall and Perkins, SGS and 5 D &S. Most of what Teague Nall and Perkins, Inc. are taking care of would be surveying and 6 permit applications and civil site design for all of the projects. 7 8 Herring stated that the $18 million is before any construction, Sears agreed. Herring then 9 asked if 12 percent is the normal for engineering costs. Cheek stated that 10 years ago 10 when he started it was six percent. It went to 10 -12 percent pretty quick. Sears stated that is 11 historically correct. Much of that is because of what has to be accomplished before constriction 12 is started. Sears stated that the good part is there are a lot of substation steel standards that have 13 been set in place. It is difficult to package substations. Herring asked if there was a way to 14 reduce the list of contractors of eight to four and get the complete job done. Sears stated the 15 contract for Power Engineers is for public involvement, none of the other firms prefer to do that 16 portion. SGS Engineering is a design firm, they design substations, transmission lines, and 17 protection systems. D &S Engineering is a civil testing and geotechnical engineering firm. They 18 test the soils while boring. Black and Veatch is a large firm the reason that DME engages them 19 is because they are experts in substation design and development. The pricing is better for the 20 way that DME does business to break them out. Kelsey is the legal firm. Russell added they 21 are local as well. G2ETC is the consulting firm that takes care of compliance, relay and the 22 control checkout. PWR Solutions is the planning aspect of NERC & ERCOT. These groups of 23 consultants work very well together and with DME. 24 25 Herring asked who is managing the consultants. Sears answered mostly he is. They have 26 such a high amount of integrity that Sears trust them very much. They make his job as easy as 27 possible. Staff has done a great j ob of finding firms that address business the way we need to. 28 Chair Smith stated there is a lot of engineering work sent out, what do the DME engineers 29 do. Sears answered they are busy; it takes a lot of time outside of 40 hours a week. Staff puts 30 together presentations and writes AIS's, gets approvals and works on the purchasing documents. 31 There is a tremendous administrative effort behind all of the work. Coordinating between all the 32 different groups and making sure that staff knows what each consultant is doing and they know 33 the other consultants that will be working with them. Sears spends a lot time related to the 34 planning portion of the projects. The consultants bring expertise from a technical standpoint. 35 What they don't understand is the physical constraints sometimes. Sears guides that effort and 36 works better that way. John Moore, Exec Mgr of Energy Delivery, added that Brent Heath, Jerry 37 Fielder is the engineering staff for DME; they are the registered Professional Engineers. There 38 are another six or seven that are in the technical support roles. Sears stated that he spends a good 39 amount of time on system protection. Moore stated that in a month or so another engineering 40 firm contract will be brought back to the PUB to help Sears manage the total program. Currently 41 dealing with one substation at a time takes a lot of time. Two or three substations need to be in 42 the works a year. 43 44 Sears showed a spreadsheet of the current service contracts with the total expenditures at 45 $2,162,436 and total remaining at $3,725,112. 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 5 of 5 Sears lastly talked about the remaining procurements. • Substation magnetically operated gates • Verti -Crete concrete fence for substations (RIP in August) • Transmission poles (will attempt to obtain long term contract, RIP in September) • Transmission line hardware • Transmission line constriction contract (will likely be individual contracts for each line segment or grouping for which constriction dates are firm) • Substation distribution switchgear enclosures (RIP in September) • Program management and real estate procurement The remaining procurements total approximately $87 million. At this point there is only one project under constriction. There are many projects that are moving at a slow pace. There are about eight or nine different projects in to the development of the public involvement process. Hopefully this board will see three of those projects before October. The board appreciated the detail. Herring asked a question regarding item 2). The professional liability limits on the insurance for that company is only $500,000. That seems like a small amount of coverage for a professional engineer that may be designing. The next company has $1 million. Michael Copeland, Utility Attorney, stated that we have contracted with them for about eight years. That is the amount of insurance that they paid for the original contract that have not messed up at all so Copeland didn't see any reason to change it. Herring asked if they could make an engineering error that could cost more than the $500,000, Copeland responded it is always possible. Herring would like that to be a standard. Copeland answered that we can modify and make it consistent. The Board approved items 2, 3 and 4 to increase the professional liability insurance to a minimum of $1 million. The motion was made by Board Member Herring with a second by Board Member Cheek. Vote was 6 -0. Adjournment 11:10 a.m. ORDINANCE NO. 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 D & S ENGINEERING LABS, PLLC, FOR GEOTECHNICAL, CONSTRUCTION MATERIALS ENGINEERING AND TESTING, AND CONSTRUCTION INSPECTION SERVICES FOR DENTON MUNICIPAL ELECTRIC CAPITAL IMPROVEMENT PROJECTS; AUTHORIZING THEEXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5311 -IN THE NOT -TO- EXCEED AMOUNT OF $1,650,000). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with D & S Engineering Labs, PLLC, to provide geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5311 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IC • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I: 4 -ORD -5311 STATE OF TEXAS COUNTY OF DENTON Professional Services Agreement For Geotechnical and Construction Materials Testing D &S Engineering Labs, PLLC (File No. 5311) THIS AGREEMENT is made and entered into as of the day of , 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and D &S Engineering Labs, PLLC with its corporate office at 1101 Shady Oaks Drive, Denton, TX 76205, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized 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: The project shall include, without limitation, services to assist design and construction of designated Denton Municipal Electric CIP projects. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the Estimate for Geotechnical, Construction Materials Engineering & Testing, and Construction Inspection Services, dated July 2, 2013, which is attached hereto as Exhibit "A" and is incorporated by reference as if set forth fully herein. B. CONSULTANT shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms Page 1 and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES CONSULTANT, at OWNER's direction, can provide additional professional services deemed necessary, but not included in Exhibit "A" to support CIP Projects as well as other DME design and construction efforts. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon 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. 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: "Direct Non -Labor Expense" is defined as that expense, based upon actual cost, for any expense reasonably incurred by the CONSULTANT in the performance of this Agreement and other incidental reasonable expenses incurred in connection with the Project. Provided however, any reasonable sub - consultant billings reasonably incurred by CONSULTANT in connection with the Project shall be invoiced to OWNER at their cost plus up to an additional ten (10 %) percent. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT based upon the rates as set forth in Exhibit "A," which is attached hereto and incorporated by reference herewith; a total fee, not- to- exceed $1,650,000. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the General Manager of DME, and/or the Engineering Administrator, or which is not submitted to the OWNER in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by Page 2 the OWNER for any charge, expense or reimbursement above the maximum not to exceed fee as stated hereinabove. C. PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1 %) per month from the said thirtieth (30th) day, and in addition, the CONSULTANT may, after giving ten (10) days' written notice to the OWNER, suspend scrvices under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1 %) per month as set forth herein, if the OWNER reasonably determines within fifteen (1 S) days subsequent to the receipt of a billing invoice of CONSULTANT, with such notice provided to CONSULTANT within that time period, that the work is unsatisfactory, in accordance with Article IV of this Agreement. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising frorn employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, Page 3 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. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with A. M. Best Rate Carriers of at least "B +" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, when that is possible, and 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, serve substitute policies furnishing the same coverage. ARTICLE XI MEDIATION 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 Page 4 mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. 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 analysis or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains analysis responsibility and liability at all times during this Agreement and after completion of this Agreement. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: Page 5 To CONSULTANT: D &S ENGINEERING LABS, PLLC - Denton Judson V. Sherman, President 1 101 Shady Oaks Drive Denton, Texas 76205 "no LO ►+T /O1"N City of Denton Elton D. Brock, Purchasing Manager 901 B Texas Street Denton, Texas 76209 And City Manager 215 East McKinney St. City of Denton City Hall Denton, Texas 76201 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 ten (10) pages and the seven (7) pages of Exhibit "A" hereto, 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. ARTICLE XVI I COMPLIANCE WITH LAWS The CONSULTANT 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. Page 6 ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER 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 state and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and /or its Sub - consultants shall be required to submit to background checks. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. Page 7 ARTICLE XXII MISCELLANEOUS A. The following exhibit is attached to and made a part of this Agreement: Exhibit "A" — D &S Engineering Labs - dated July 2, 2013. B. CONSULTANT agrees that OWNER shall, until the expiration of five (5) 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 responsible charge personnel who will direct and supervise the work hereunder shall be Judson Sherman, P.E. and Mark Thomas, P.E. 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 persons) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 8 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY LISM Page 9 "CONSULTANT" D &S ENGINEERING LABS, PLLC. -� I � -3'� Ys _ PHONE NUMBER FAX NUMBER J�C ., , \f , 1,�e-..,- PRINTED NAME "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL CITY MANAGER APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY LOW Page 10 Exhibit A July 2, 2013 Mr. Chuck Sears Denton Municipal Electric 1685 Spencer Rd Denton, TX Email: Chuck. Sears _Ci ofDenton.com Re: DME TRANSMISSION and SUBSTATION PROJECTS for 1=Y 2014 -2018 CIP Estimate for Geotechnicai, Construction Materials Engineering & Testing, and Construction Inspection Services Mr. Sears, D &S Engineering Labs, PLLC is pleased to submit the following cost estimates for technical services in support of the DME FY 2014 -2018 Capital Improvement Program (CIP). The technical services included herein are for the performance of geotechnical engineering, construction materials engineering testing, and construction inspection for the various projects covered under the CIP as described in the CIP summary provided to us. These estimates were developed based on the information contained in the CIP summary, as well as our understanding of project information through discussions with you and Mr. Chris Lutrick with your staff. We understand that project specific scopes have not been developed as of this date. As such, and as requested, these estimates are provided using a number of assumptions in order to provide you with an estimated "maximum" cost for these services for each denoted project anticipated to require one or more of our services. Please note that invoicing for each project will only include those services actually performed according to the enclosed fee schedules. Please also note that considering the duration of the CIP and after discussions with Mr. Lutrick, we have assumed a 5% escalation in each of our itemized fees per year in estimating individual project costs for projects expected to begin after Jan 1, 2014. A small contingency is also included to account for non - specified ERCOT mandates and other unforeseen needs. Sincerely, D &S Engineering Labs, PLLC 4ka",-, ud Sherman, P.E. President M rk G. Thomas, P.E., P.G. Principal / Geotechnical Engineering Manager 1101 Shady Oaks Drive, Denton, Texas 76205 T 940.735 -3733 • F 940.591.6570 • www.dsenglabs.com Texas Engineer Firth Registration # F -12796 GEOTECHNICAL ENGINEERING SUBSTATIONS $94,050 Project No. Proect Newt Expand :7 of Borings Estimated Cost Dale 1 CocperCreek N Done Dane 2013 3 Kings Ratio inct bans lines N 7 1 $15,00 2013 4 Pcekras F. 4 58800 2013 5 Hfckume Finalize draft t N Done $1,650 2013 6 Nodh N 6 $13,200 2013 7 North Lakes N 7 S16,170 2014 8 West N 7 516,978 2015 9 Locust N 7 1 $15,400 2013 t0 Denton North Inter N 7 $16,170 2014 I1 Arco N 7 $15,400 2013 12 HiCkOFY N 6 S14,55.1 2015 13 UNT N 7 $15,400 2013 14 TMPA Sp encer Interchange N 7 $16 170 2014 20 Northwest N 7 I S16,170 1014 21 Bettv Pocknrs & Arco N 7 $18,718 2017 22 NW ofloog 288 & 5 eatcec N 7 $16,170 2014 23 NW of Denton North N 7 $16,978 2015 24 NE of spencer WTP N 7 $16,978 2015 27 1 dushial E 4 $8800 2013 28 West switch S €nt N 4 $10,187 2016 Totals for Substations 2413 $94,050 2014 $80,850 2015 $65,487 2016 $10,187 2017 $18,718 Dane Total $269,292 T&4NSMISSION LINES $57,286 Project No. Pro ect Length (miles) # of Borings Estirated Cost Date 1 Cooper Creek Dane Total $250,727 3 Kin s Row Tr w Ling 2 $3,258 2013 4 Addri s to Pockrus 2 $3,258 2014 5 Addn's to McKinney alone 6 Addit's to North 2 $3,258 2013 7 Addn's to North Lakes 2 $3,258 2014 8 Addn's to Weat 2 $3 258 1 2015 9 1 Addn's to Locust 2 $3,258 1 2014 11 Addn'sto Arco 2 $3 258 2014 12 Addn's to Hick 2 $3,258 2017 13 AMA's to UNT 2 $3,258 2016 22 NW OfLoop 288 & S ncer 2 10 $16,M 2016 29 Woodrow to Kings Row slanted 5 12 $24,370 2013 30 1 Kings Low to Denson North 2,7 9 $18,277 2013 31 I North Lakes to Bonnie Arne 12 4 $8,123 2013 33 Spmur to Pockrus 3.3 10 $20,308 2014 35 Denton North to North Lakes 0.7 4 $8,123 2014 36 Hickoty to Locust 2.6 7 $14,216 2014 37 Poekrus to Arco 6 18 $36,555 1 2016 38 Spencer Inter to Spencer Switch 0.25 2 $4,061 2017 39 1 From Weat 6,5 19 $3M86 2014 40 Reroute North of S encer 1 4 $5,123 2014 41 best to RD Welts 3.5 42 $24,370 2014 Total for Transmission Lines 2013 $57,286 2014 $126,758 2015 $3,258 2016 $56,106 2017 $7,319 Total $250,727 ERCOT Contingency $35,000 Sub Total for Geotechnical Engineering $555,019 CMET & CONSTRUCTION INSPECTION SUBSTATIONS Project No. Project Locations Estimated CMET Cost Estimated CI Cost Date I Cooper Creek $25,000 $20,000 2013 3 Kings Row incl trans lines $25,000 $20,000 2013 4 Pockets $12,500 $10,000 2013 5 Mckinney $26,250 $21,000 2014 6 North $26,250 $21,000 2014 7 North Lakes $27,562 $22,050 2015 8 West $28,940 $23,152 2016 9 Locust $27,562 $22,050 2015 10 Denton North Cater $27,562 $22,050 2015 11 Arco $26,250 $21,000 2014 12 Hickory $28,940 $23,152 2016 13 UNT $27,562 $22,050 2015 14 TMPA Spencer Interchange $28,940 $23,152 2016 20 Northwest $27,562 $22,050 2015 21 Betw Pocknis & Arco $31,907 $25,525 2018 22 NW of Loop 288 & Spencer $27,562 $22,050 2015 23 NW of Denton North $31,907 $25,525 2018 24 NE of Spencer WTP $28,940 $23,152 2016 27 Industrial $13,125 $10,500 1 2014 28 West switch Stat $15,193 $12,155 1 2017 Totals for Substations CMET CI 2013 $62,500 $50,000 2014 $91,875 $73,500 2015 $165,372 $132,300 2016 $115,760 $92,608 2017 $15,193 $12,155 2018 $63,814 $51,050 Addn's to McKinney $4,200 2014 Total $514,514 $411,613 ERCOT Contingency TRANSMISSION LINES Project No. Project Location Estimated CMET Cost Bate I Cooper Creek $4,000 2013 3 Kings Row Trans Lines $4,200 2014 4 Addn's to Pockrus $4,200 2014 5 Addn's to McKinney $4,200 2014 6 Addn's to North $4,200 2014 7 1 Addn's to North Lakes $4,630 2016 8 Addn's to West $4,630 2016 9 Addn's to Locust $4,410 2015 l Addn's to Atco $4,200 2014 12 Addn's to Hickory $5,105 2018 t3 AMA to UNT $4,630 2016 22 NW of LooE 288 & Spencer $9,724 2017 29 Woodrow to Kings Row $10,500 2014 30 Kings Row to Denton North $8,400 2014 31 North Lakes to Bonnie Brae $6,300 2014 33 S encer to Pockrus $8,820 2015 35 Denton North to North Lakes $4,630 2016 36 Hickory to Locust $9,261 2016 37 Pockrusto Arco $12,762 2018 38 Spencer Inter to Spencer Switcl, $2,552 2018 39 From Nest $11,025 2015 40 Reroute North of S encer $4,862 2017 41 West to RD Wells $9,724 2017 Sub Total for CMET & CI Total for Transmission Lines CMET CI 2013 $4,000 $0 2014 $46,200 $0 2015 $24,255 $0 2016 $27,781 $0 2017 1 $24,310 $0 2018 $20,419 $0 Total $146,965 $0 $15,000 $1,088,092 $196439111 IN Denton Municipal Electric Capital Improvement Project 2014 -2018 D &S Engineering Labs Geotechnical Fee Schedule July -Dec 2013 Drilling. Sampling. & Fle',d TesUag Unit Unk Elate Quan ' Cn9t R'cb "za5on each rig $200.00 Support VeNVO per daylpe €fig $60.00 Soil (Yorgl 4Sff; CAnline9us Q7a, inlarmltenl thereafter per it $11.00 Sog D-V g 50'.100, intermittent per N $15.00 Blandarad Penetration Test or Texas Cone Penetrome ter each $25.00 Rock rOWng w.'d sampzng pet fl $13 -50 Rock Goring (N- sae - carbide IAQ per ft $25.60 Rock Coring (N -size - kamond bl) pef fi $32.60 Piozo,neler instalaron 0-20 feat (Labor and materials rnckrdad) per ft $30.00 ,.--- P;azomeler fnsada0on over 20 feet (Labor and maleila6 mclade2_ pef fi $26.00 FWARosislivty(equipmealanly) pertfaveree $50,00 Plate Hearing Test (field) per hr $250.00 Bal Boaholas per hr $165.00 Standby per hr 5165.00 BaudalWMon-NteWtngs each $40.00 Backlil with benionte chips! perets per ft $7.00 Backfel yeah grow per ft $12.00 Conu ie read patch each $60.00 Asphalt road patch each $35.00 Unralumad cardboard sample boxes each $20.00 Unrelumedthkk- ared tubes each $50.00 Ubcmtom Moisture Content each $7.50 Dry Unit We)+ht(DUVl) each $22.00 AtterbergUrnas each $52.00 Percent Passing No. 20OSieve each $40.00 Sieve Analysis with Distribution Curve each $60.00 Hydromercrwith Distribution Curve each $125,00 UnconfiredCompres siveSuenglhisoil) each $47.60 Uncnnsofidated- Undralned Compression Testwith DIAV and StressSlrain Curve (Sngie Specimen) each $100.00 Direct Shear, muhi- stage, single samp le,3rormal leads par faJureenvempe (includes DUN; & stress - strain curves) each $426.00 Cansol: "dated- UndroinedCompressian Test with pare pressure, mu3i sarnoe,3per failure envelope (Includes DU W & stress- strain cofves) each $1,350.00 CansoWatfun, with DUWand plats each $425.00 Free Swell, each $90.00 Pressure Swat (A. M D 4746 Method C) each $165.00 sofubFe Sulfas: sJ 1S- 145-$) each $66.00 optimum Motstwe- 0ensity(tex- 113 -E) each $215.00 Optimum Moistme-Density (Tex - 114-$) each $166.00 CafrrfoWa Bearing Ratio J3 polnts,fis Wind Prgctgr) eacg $660.00 Remord Samples each $60.00 CorrosbnSuite (Sulfates,chlpndes,sul {des, pH, Rem() each $426.00 Lime-PI Series (rawplan4rirnnpercentages) each $276.00 Lime -pH Series (raw pWs41ime percentages) each $175.00 UnconRned Compressive Strength -N-sht rockcote each $85.00 BrartlTensPeTest each $60.00 Resistivity ofsoil(laboratury) each $65.00 spedfic Gravity of Su9s 8WI $60.00 Orgaalc Content each $40.00 Soil SuCRon(WP -4 method) each $16.00 S61Suclian(fittaPaperMethod) each $20.00 Bar Unear Shrinkage each $40.00 ENGINEERING principal per hr $176.00 pro)eut Manager per inr $136,00 SrGeolechn'atEngineer fWIV $120.00 Geoiechnical Engineer pef hr 95.00 Fi6AGeo!ngistIPr&aar per hr $76.00 TecWdian perS^.r $60.00 CA.DOI Drafi;ng per hr $56.00 AdminIOerieal p8rhr 342 -50 40 °b N 4 M M o � M IL c C) a c°v n RN ? 14 t 9 G 0 Q i7i En I L L: O � a g coi 40 to o o cq S .-� C jyM [y�r (2 1 1 ® 11-3 w z� 6 C) Q wa iL N6 O N N 0�4 C) Q s g w O °b °a 4 0 (0 A ro CZ ? 3 O N N C) Q s g 7 Cr 3 c a v ° C N > 0 ° 2 - +a Q Diu _ E m a Cr m m v a C O C O C C 0 0© o 0 0 111 8 M uiaa�QV,uivirri$�� N N d ui s1- �? d d ri N o Ln Q V vi ri °a"j�a�SoA�en�arieeu��iu-iour�Onp r1 N N !� tJY ff1 V} d V} V} to U} N U1 iA I+ N VY V? �// H t/) in e-7 V} in V1 in iY/ lJ5 Vl N VT t/T tJf n 00 ry o y n sH O rr1 (� N � o o �" � o � 3 XS q �S � -� t'' •p � o g � o � � -�v' �' .° Q .n° .� fi „v', ° ©? o O O g tAf 13 S3I GtVpC ° LU w s P• a u 433 � � a U t/� O g a u SM � y , P �O �C u a y g Lij o O u ? 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Q � R 6" U � � Y N LQ U_ 2 � w u° 1 � V1 W Q PC7 t/a a 0 pG �ij Q AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley �-A SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending a Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, for structural, electric design, and other engineering related consulting services for Denton Municipal Electric Capital Improvement Projects; authorizing the expenditure of funds therefor; providing an effective date (File 4755- Amendment to Professional Services Agreement in the not -to- exceed amount of $6,675,000 for a total not -to- exceed amount of $7,935,000). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION With a transmission and substation Capital Improvements Plan (CIP) budget exceeding $245,000,000, Denton Municipal Electric (DME) requires the support of consulting engineers to produce structural and electrical designs for substations, transmission lines, and protection systems, and to obtain other engineering related support for CIP projects. A Professional Services Agreement with SGS Engineering, LLC was approved by Council on July 19, 2011 in the not -to- exceed amount of $1,260,000 for a CIP budget of $85,000,000 (Exhibit 1). Due to several factors detailed in the Public Utilities Board Agenda Information Sheet (Exhibit 2), additional funding is needed to address the increase in CIP funding. Therefore, staff recommends amending the current Professional Services Agreement by approving a First Amendment in the not -to- exceed amount of $6,675,000. In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The City of Denton has previous successful experience with the recommended firm, and has elected to not seek qualification based competition for these identified services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 22, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. The enclosed signed amendment has been changed to include an increase in Professional Liability Insurance coverage from $500,000 to $1,000,000 as recommended by the Public Utilities Board. Agenda Information Sheet August 6, 2013 Page 2 RECOMMENDATION Approve a First Amendment to the Professional Services Agreement between the City of Denton and SGS Engineering, LLC in the not -to- exceed amount of $6,675,000 for a total not -to- exceed amount of $7,935,000. PRINCIPAL PLACE OF BUSINESS SGS Engineering, LLC Lubbock, TX ESTIMATED SCHEDULE OF PROJECT Services to be performed will begin upon Council approval and will continue until the completion of the project as defined in the Professional Services Agreement. FISCAL INFORMATION The charges for the work performed under this contract will be funded from individual project accounts and from the maintenance and operating budgets. The costs associated with transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). EXHIBITS Exhibit 1: Professional Services Agreement with SGS Engineering, LLC Exhibit 2: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 3: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 AIS -File 4755 First Amendment Exhibit 1 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT — FILE 4755 FOR DESIGN AND OTHER PROFESSIONAL ENGINEERING SERVICES /I AGREEMENT made and entered into as of the 101-f day of M T is in r 'IS 20 11' by and between the City of Denton, Texas, a Texas Municipal h al offices at 215 Ea E an ngmeerulg, L . L orp tion' t 1 s ri cip 0 ast McKinney Street, Denton, Texas 76201 (hereinafter "0 R' d SGS E C., a Limited Liability Corporation, with its S Texas s 111 9 0 ( r offices at 401 50 Street, Lubbock, exas 7 4 4 hereinafter "CONSULTANT"); the parties acting herein, by and through their 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 ENGAGEMENT OF ENGINEERING FIRM The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles 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 forth herein are in connection with the following described project: Professional engineering and design services regarding the following matters (hereinafter the "Project"). ARTICLE 11 SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services and tasks as set forth in CONSULTANT'S proposal, dated June 14, 2011 which is a thirty five (35) page document from Steve Owens, P.E., Managing Partner of CONSULTANT to Chuck Sears, Engineering Administrator, Denton Municipal Electric ("DME"), a department of OWNER, which letter is attached hereto and incorporated herewith by reference as Exhibit "A". B. If there is any conflict between the terms of this Agreement and the Exhibits attached to this Agreement, the specific terms and conditions of the Exhibit shall control over the general terms and conditions of the Agreement. =40MIDIMMEM This Agreement shall become effective upon execution 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 that may reasonably be required for the completion of the Project, and any required extensions approved by the OWNER; or until the monetary consideration expressed herein is wholly exhausted, whichever event shall first occur. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expediently as possible and to meet the schedules established by the OWNER, acting through its General Manager of DME or the Engineering Administrator of DME. ARTICLE TV COMPENSATION A. COMPENSATION TERMS: "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any expense reasonably incurred by the CONSULTANT in the performance of,this Agreement and other incidental reasonable expenses incurred in connection with the Project. Provided however, any reasonable sub-consultant billings reasonably incurred by CONSULTANT in connection with the Project shall be invoiced to OWNER at their cost plus up to an additional ten (10%) percent. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT based upon the rates set forth in Exhibit "A" which is attached hereto and incorporated by reference herewith; a total fee, not to exceed $1,260,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its General Manager of DME or her designees; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold five (5%) percent of the contract amount until satisfactory completion of the Proj ect. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the General Manager of DME, and/or the Engineering Administrator, or which is n ot submitted to the OWNER in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the maximum not to exceed fee as stated hereinabove. K If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said thirtieth (30th) day, and in addition, the CONSULTANT may, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and, owing, and not disputed by OWNER for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably determines within fifteen (15) days subsequent to the receipt of a billing invoice of CONSULTANT, with such notice provided to CONSULTANT within that time period, that the work is unsatisfactory, in accordance with Article IV of this Agreement. ARTICLE, V 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 of its subcontractors or subconsultants. ARTICLE VI 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 famished by the CONSULTANT are intended only to be applicable to this project and OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and expense, In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VII 11 # F-11 L1 • "x- CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER, CONSULTANT shall not have or claim any right arising from employee status. ARTICLE VIII INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all liability, claims, 1i 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, attorneys and employees ill 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 party's 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. 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 Commission or any successor agency, that has a rating with A. M. Best Rate Carriers of at least an "A-" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 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 for not less than $100,000 for each accident. C. Worker's Compensation Insurance (if applicable) in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability insurance with limits of not less than $500,000 annual aggregate. E. CONSULTANT shall ftimish insurance certificates or insurance policies at the OWNER!s request to evidence such coverage to the extent that is possible. Otherwise CONSULTANT shall furnish to OWNER within fifteen (15) days of the date of approval of this Agreement, certificates of insurance evidencing the required coverage. The insurance policies shall name the OWNER as an additional insured on all such policies to the extent legally possible (save and except the coverage described in Subparagraph C. and D. of this Article), and shall contain a provision that such insurance shall not be cancelled 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 of coverage, deliver copies of any such substitute policies furnishing at least the same policy limits and coverage to OWNER. 11 ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to, this Agreement involving one part) ?Q disagreement may include the other party to the disagreement without the other's approval. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing 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 effected 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 nonperformance or other reason(s), and not less than (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 mid 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 prior to notice of termination being received by CONSULTANT, in accordance with Article IV of this Agreement. Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information to the OWNER and the new consultant. 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 files. CONSULTANT agrees that it shall also fully comply with any and all written requests received from the OWNER, through its Director of Solid Waste, to maintain confidentiality respecting certain designated records, documents, and other written materials related to the Project, which the OWNER reasonably detennines is competitively sensitive, and would likely cause damage to the OWNER if disclosed to the public or to any other person, party, or entity. ARTICLE X11 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and sub-consultants for the accuracy and competency of their work performed :pursuant to this Agreement; nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its officers, employees, agents, subcontractors, and sub-consultants. I ARTICLE XIII 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 at the addresses shown below, by means of U. S. Mail, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein. To CONSULTANT: SGS Engineering, L.L.C. Attn: Steve Owen, P.E. 401 50th Street Lubbock, Texas 79404 Telephone: (806) 795-6827 City of Denton, Texas Attn: Assistant City Manager Denton City Hall Utilities Administration Dept. 215 East McKinney Street Denton, Texas 76201 Telephone: (940) 349-8130 11 M011 City of Denton, Texas Engineering Administrator Denton Municipal Electric 1659 Spencer Road Denton, Texas 76209 Telephone: (940) 349-7111 All notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given. This Agreement, consisting of nine (9) pages and one (1) exhibit, 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 understandings, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XV 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 the extent, reasonably possible, to replace such stricken ,provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision. .5 ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended. ARTICLE XVII Ai"'Wily, "I 111YA "I, rd-tamatiovii 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 XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER 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 direct supervision. All personnel engaged in performing the work provided for in this Agreement, shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER. CONSULTANT shall promptly notify OWNER, in writing, of any change of its name as well as of any material change in its corporate structure, its location, and/or its operations. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. 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, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. 7 ARTICLE XXI MISCELLANEOUS A. The following Exhibit is attached to and made a part of this Agreement: Exhibit "A" --- CONSULTANT'S letter to Chuck Sears, Engineering Administrator, Denton Municipal Electric (June 14, 2011) B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement,' have access to and the right to examine any pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement. 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 examinations or audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will serve as Project Manager respecting this engagement shall be v Principal and Manager of CONSULTANT, However, nothing herein shall limit CONSULTANT from using other qualified and competent consultants and administrative support personnel of their firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F, The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional 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 WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly-authorized Rurchasing Agent and General Manager of DME; and CONSULTANT has e cuted this ee7ent by and through its duly- authorized undersigned partner, on this the day of jj_, —_, 2011. CITY OFDENTON, TEXAS A Texas Municipal Corporation By: . ')'.),V1AA",-, PLI-111 GEC) CCMPBX CITY By: PHIL WILLIAMS, GENERAL MANAGER, DME ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: "',"o, AT7EST: By: 9 , EXHIBIT A sI',,,, C1117S ENGINEERING, LL,C June 14j 201"1 Chuck Sears City of Denton 901 A Texas Street Denton, TX 762-01 1230K= Chu& lonal 6e, M-,qos,,a9roomen,,t with the pity of and, other ,proofer so ry Ices Mont program, projesand for KK 'riscif IDME and be billed on on hourly basis. In addition to underta ing new pr j ts;, ti is rNew contract mould allow, $G$ to complete Work that was, started under the existing thaf,was apprOved in Ctiecomber of"207. The projects that are In progress, ate, lifted later In this proposal; SGS proposes to continue providing ptofessio0st services, underisimilat term, sand conditions to the previous agreement, Services would be billed In accordsM6 with the, $0S rates In effect et the time servicesare,re4dered, A sheet TlaMWehed that shows: the turrthtW$tastes, SCaS rates :will ba revised from tlrrre to time to reflect current rraeNket conditions. This h4s'hirtoticatcylbeeiionan annual basisAn the early part of each calandAt year. SGS Engineering personnel have been providing services to Denton MuoicipalElectric, since 109% when tare majority of current personnel were employees of SGS Witter, Inc.,, the, entity that first o ontracted With the city in 1999: The principals of SPS are very familiar with, the design requirements and system needs of f)M ,',h Because of the familiarity with having worked PME over the last twelve (12) years. DME systems and design methods and requirements, $.GSbefleves there would be an advantage in allowing SGS, Engineering to continue to provide engineering services to DME Thank you far your OnSlOerOfion of this proposal. We look forward to continuing successful working relationship, gs, proposal summary co 0 0 Enclosures inClUdO20"I 1 billing rate y and project estimates, scope f w rk, company overview, ctiont list, and employee resume$, Sincerely, Manao"Pattoor Pnclosutos I LLt 1401 _ Soth J(rW J::�LUhboCkjoxas, 0,0�M 0,27 FAX proposal Summary and project I estimates - Denton Municipal EA00tric Er►glotering proposatfor Capital Projects The scope, Ofthe projec to bsoom, pleied with llowltw estimates Of e"J"000rig Costs' $ Design $1%, $ $ M-14 NAB ' ail IAA Tout, eNepap-Alue OSTIMATE sit2so"'000 . .... ........ - .. . ........ i ........ . /"/ M1111, PeC16,00ti,ops" material, Stwturo Design, Foundation Design Am, Documents, Ae-Elvilts - - - - ----- - - Exhibit 2 PUBLIC UTILITIES BOARD AGENDA ITEM #2 AGENDA INFORMATION SHEET AGENDA DATE: July 22, 2013 DEPARTMENT: Electric Utilities ACM: Howard Martin, 349 -8232 SUBJECT Consider recommending approval of an Amendment to Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, a limited liability corporation, Lubbock, Texas, for structural, electrical design, and other engineering- related consulting services for Capital Improvement Projects for Denton Municipal Electric, in the amount of $6,675,000 (File No. 4755 — Amendment to Professional Services Agreement in the original not - to- exceed amount of $1,260,000; with the not -to- exceed amount now totaling $7,935,000). BACKGROUND Denton Municipal Electric (DME) requires the support of consulting engineers to produce structural and electrical designs for electric substations, transmission lines, and protection systems and to obtain other engineering related support for approved CIP projects. Overtime, there will not be sufficient work to justify having structural, and other engineers on staff that possess the specialized expertise necessary to prepare designs for the various types of projects required or having the necessary field personnel support for certain constriction activities (such as extensive surveying, staking and inspections required for transmission line design and constriction). Using outside engineering resources is an efficient and reasonable method for obtaining the temporary and specialized services needed. DME has had professional services contracts with the engineers that make up SGS Engineering, LLC (SGS) from 1999 to the present. Personnel from SGS have completed the transmission line project designs and most of DME's protection system designs since 2000. DME entered the most recent contract for professional services in July 2011. SGS has begun design for multiple CIP projects. DME Engineering is very satisfied with the performance of SGS and proposes to amend the existing contract with SGS to provide additional engineering support for all CIP projects. Because SGS personnel have completed all of DME's transmission designs and most of the protective relay system designs since 2000, they have developed a sizeable drawing and information library of design features and assembly drawings that describe the DME system. They have accumulated a thorough knowledge of the methodologies and philosophies used by DME. This background of experience and information will allow SGS to complete project designs more effectively and efficiently than an engineering group that has had little or no experience with DME. The result will not only be efficiency, but will also reduce project engineering costs. AIS — PUB Agenda Item 42 July 22, 2013 Page 2 of 4 SGS has been working under the current professional services agreement (PSA File 4755) that was approved in July 2011 for $1,260,000. The funds for this PSA are nearly exhausted. Several factors have accelerated the use of the contract monies. At the time the existing SGS PSA was set up, it did not anticipate the significant increase in project work load brought on by the CIP approved for and starting in FY 2013. The 2011 PSA was based on an $85,000,000 dollar amount for 2012 CIP projects. The dollar amount has increased and will rise to almost $245,000,000 for the 2014 CIP. Further, the 2011 PSA did not anticipate the fact that DME would be directly responsible for surveying for land and land rights procurements for CIP projects. A decision was made to utilize Teague, Nall and Perkins (TNP) as a subconsultant, under the SGS PSA, to obtain surveying, to prepare permitting and platting documents, and to obtain civil site designs for substations. The work required for submission of Specific Use Permits (SUP) was new to DME and has been more extensive than originally anticipated. TNP has completed the plat and SUP process for Cooper Creek Substation, has completed the SUP submission for the Pockris Substation project, has the SUP for McKinney approximately 90% completed, and has the SUP submission approximately 60% completed for the Kings Row Substation. This large volume of professional engineering work was accomplished through the SGS 2011 PSA. Funds to complete the design of Cooper Creek and McKinney Substations were not included in the 2011 PSA. These two substations became a priority after the PSA was approved. SGS has completed the majority of the design for these two projects at a cost of approximately $522,000. This represented about 41% of the total 2011 PSA. These two designs were approached with the intent of creating substation standard drawings that could be used in all future designs. This standardization effort was extensive but has resulted in a design approach that can be used to shorten the design time for future projects. Finally, a major engineering effort was initiated in late spring of 2012 that included preparation of multi -year procurement contracts for equipment, materials, and constriction services for CIP projects. SGS participated in this effort. All of these items have been factors in depletion of the funds for the 2011 SGS PSA. Because of the experience gained in the efforts of the past two years, contracts for professional services can be structured to better reflect the actual engineering workload required for the projects contained in the CIP. Numerous CIP projects are currently in varying stages of design and one project in constriction. If the designs that have been started were to be assigned to another engineering group, every aspect of the design would have to be verified before any other engineering firm could professionally seal the designs. The TEXAS ENGINEERING PRACTICE ACT AND RULES CONCERNING THE PRACTICE OF ENGINEERING AND PROFESSIONAL ENGINEERING LICENSURE requirements state: §137.33 Sealing Procedures (a) The purpose of the engineer's seal is to assure the user of the engineering product that the work has been performed or directly supervised by the professional engineer named and to delineate the scope of the engineer's work. Texas Engineering Practice Act and Rules Page 54 of 67 Effective 9/10/07 (b) License holders shall only seal work done by them, performed under their direct supervision as defined in § 131.81 of this title, relating to Definitions, or shall be standards or general guideline specifications that they have reviewed and selected. Upon sealing, engineers take full professional responsibility for that work. AIS — PUB Agenda Item 42 July 22, 2013 Page 3 of 4 NERC has recently established a requirement that transmission owners provide evidence that field conditions and line configurations after constriction match those anticipated in the design. The standard further requires that owners continue to monitor field conditions to insure that changes are discovered and properly addressed to insure continued safe and reliable operation of transmission lines. To comply with this standard, transmission owners must complete post - constriction field surveys that include verification of terrain profiles, installed pole heights, and conductor sags and identification of obstructions and encroachments that were not accommodated in the designs. Transmission owners must continue to monitor these conditions for the life of the line. SGS is preparing or will prepare the designs for all of the DME transmission line CIP constriction projects. Since SGS is developing the designs for transmission line projects in the CIP, they will have all the engineering data and information that should be followed during constriction. Because of this, the best choice of a firm to complete the necessary post constriction field survey and verification is the continued use of SGS engineering services. The amount for the proposed contract was arrived at using the estimates shown in Exhibit 1. These are the projects that DME expects to undertake at this time. Changes in priorities, unforeseen requirements, or changes in approved projects could alter the projects undertaken. The contract is structured to be billed on an hourly basis for work performed. DME is not obligated to any minimum expenditure. DME is very pleased with the working relationship, the functionality of existing PSA, the work quality, the timelines, and the cost of work that SGS has provided over the years. There is, therefore, no incentive to engage a different engineering group for the design and consulting services that SGS has provided in the past or to accomplish the work that has already begun for other upcoming projects. As stated earlier, DME must have the support of an outside engineering services group to complete the designs and provide field support for constriction. Changing consultants at this point would mean that we would have to develop new relationships and work through training a new group on the types of designs and features DME has found useful. The efficiency of having a group already familiar with the types of designs and that has a library to draw from would be lost. With the scope and volume of transmission work already identified in the CIP, along with the aggressive timeframe for completing all currently approved CIP projects, continuing to work with SGS is the most efficient and effective choice. As a point of information, SGS's primary office is in Lubbock, but they also have an office in Grapevine. Probably, over half of the services that DME obtains from SGS are performed in and managed by personnel in the Grapevine office. OPTIONS 1. Recommend approval of the proposed amendment to the Professional Services Agreement with SGS Engineering in the amount of $6,675,000 2. Not recommend approval of the proposed amendment to the Professional Services Agreement with SGS Engineering and direct that other actions be taken to obtain the needed services. AIS — PUB Agenda Item 42 July 22, 2013 Page 4 of 4 RECOMMENDATION DME recommends approval of the amended contract with SGS Engineering, LLC. ESTIMATED SCHEDULE Ongoing project designs will continue and new project designs will begin immediately upon approval by the City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The SGS PSA that is currently in force was approved in July 2011. FISCAL INFORMATION The charges for work under this contract amendment will not exceed an additional $6,675,000 for a total contract amount of $7,935,000 and will be funded out of amounts budgeted for specific projects. A significant amount the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). BID INFORMATION Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act." The provisions of Texas Local Government Code, Section 252,022(a)(4) provide that procurements for professional services are exempt from the requirements of competitive bidding. DATE SCHEDULED FOR COUNCIL APPROVAL August 6, 2013 EXHIBITS 1. Project estimate for Professional Services in support of CIP 2. Proposed Amendment to Professional Services Agreement 3. Professional Services Agreement, July 2011 (File 4755) Resp- ec�tfuully submitted, Prepared by: Phil Williams General Manager Chuck Sears Engineering Division Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Exhibit 3 DRAFT MINUTES PUBLIC UTILITIES BOARD July 22, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 22, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Barbara Russell and Lilia Bynum Absent: Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 2) Consider recommending approval of an Amendment to Professional Services Agreement by and between the City of Denton, Texas and SGS Engineering, LLC, a limited liability corporation, Lubbock, Texas, for structural, electrical design, and other engineering - related consulting services for Capital Improvement Projects for Denton Municipal Electric, in the amount of $6,675,000 (File No. 4755 — Amendment to Professional Services Agreement in the original not -to- exceed amount of $1,260,000; with the not -to- exceed amount now totaling $7,935,000). 3) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and Teague Nall and Perkins, Inc., Denton, Texas, for land surveying, civil engineering, project permitting, and related consulting services in support of Denton Municipal Electric CIP projects, in an amount not -to- exceed $4,160,000. (File No. 5306). 4) Consider recommending approval of a Professional Services Agreement by and between the City of Denton, Texas and D &S Engineering Labs, PLLC, Denton, Texas for professional geotechnical, constriction materials engineering and testing, and constriction inspection services for Denton Municipal Electric CIP projects, in an amount not -to- exceed $1,650,000. (File No. 5311). Items 2, 3 and 4 were pulled by staff for further information. Chuck Sears, Engineering Division Manager, gave a presentation regarding the three items. Sears talked generally about engineering. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 2 of 5 Sears stated in the current CIP (2014 -2018) there are funding request for $257 million. The total project cost is about $290 million. There are 17 Substations: 16 sites to be acquired and permitted, up to 15 public involvement processes and up to 51 public hearings. There are approximately 33 miles of transmission line to constrict or reconstruct; approximately 235 tracts to be acquired (purchases and easements), around 6 public involvement processes, and up to 22 public hearings. There are eight equipment upgrade projects; Relay /Panel upgrades, Circuit Breaker upgrades and Switch Replacements. There are a total of 42 projects. The 2012 -2016 CIP project lists has 23 projects with approximately $86 million. Engineering is about 12 -15 percent of the total cost of the projects. Sears then showed a map with the CIP projects on it. Sears then discussed the substation land acquisition information. There are two to four different consultants involved with this process. • Each new substation will require approximately 8 acres • Potential sites selected by DME and Power Engineers (2 to 5 options) • Public involvement • PUB public hearing and recommendation • City Council public hearing and final site approval • Complete ALTA survey • Appraisal • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) • Platting (varies depending on the tract) • SUP (15 more required at this point) • Clearing & Grading/Building/Fence Permitting Processes Sears then showed a summary of the substations and their permitting requirements with the schedule summary. Herring asked why eight acres is needed per substation. Sears answered on some projects up to 45 percent is required to be landscaping, depending on where the substation is located. Residential is the highest, commercial could be about 10 percent and there may be no landscaping required in industrial areas. There was some further discussion regarding landscaping. The eight acres is a starting point, sometimes they get the eight sometimes it is less. The Cooper Creek substation (newest) is about eight acres. Russell asked if staff could only get seven acres in an area that needed a substation, if that would be a deal breaker. Sears answered it would not as long as City Council will approve the SUP. Normally five to six acres is used on the larger substations and as little as two acres has been used. Sears showed a sample of the Cooper Creek Substation project timeline. Before constriction begins is about two thirds of the project. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 3 of 5 Sears then outlined the transmission line land and easement acquisitions. • The transmission line easement widths will be 75 feet • Potential routes have been identified by DME & Power Engineers • Public involvement • PUB public hearing and recommendation • City Council public hearing and final route approval • Obtain title work for all tracts • Boundary and topographic surveys on all tracts • Preparation of base transmission line map with surveyed alignment • Designer review of alignment (problem near McKinney) • Revision of base map for final alignment • Provision of surface and topographical data to the designer • Preparation of easement/purchase documents • Appraisals (the start of the purchase process) • Contract negotiations and purchase or condemnation proceedings (including PUB /Council /City Manager actions) Sears then talked about the professional and technical services agreements. • Power Engineers — Route /site selection and public involvement ($1,866,565) • SGS Engineering (amendment proposed)— Substation system protection, transmission line, and substation design ($7,935,000) • Teague Nall and Perkins (proposed) — Civil engineering, surveying, and permitting ($4,160,000) • D &S Engineering Labs (proposed) — Geotechnical engineering and constriction materials testing ($1,650,000) • Black and Veatch — Substation concept development and support for protection system design and settings ($564,000) • Kelsey — Legal support for land acquisition (contract managed by Legal; $500,000) • G2ETC — Compliance, relay and control checkout and consulting ($1,030,000) • PWR Solutions — NERC & ERCOT Planning ($857,469) Sears stated that if Frank Payne from CIP Utility Engineering has a project he can get one engineering firm to take care of the project. Sears stated that they cross disciplines in so many ways that they need different engineers that take care of different areas. In the industry there are firms that work better with different types and sizes of projects. It gives flexibility and finding firms that meet the `nitch' with the way that DME does business. It also gives an opportunity to engage more local firms. Herring asked if Teague Nall and Perkins is a new firm for the City of Denton. Sears stated that Frank Payne has worked with them for years. They are a civil engineering firm that has road design, waterlines and sewer lines as well. Martin stated they are good and has been used many times in the past. Sears stated have some of the highest integrity and the best work that he has obtained, plus they are local. Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 4 of 5 1 Sears went on to say that when the proposals are complete the contracts amount will be about 2 $18,563,034. 4 Sears stated that the three that are being presented today are; Teague Nall and Perkins, SGS and 5 D &S. Most of what Teague Nall and Perkins, Inc. are taking care of would be surveying and 6 permit applications and civil site design for all of the projects. 7 8 Herring stated that the $18 million is before any construction, Sears agreed. Herring then 9 asked if 12 percent is the normal for engineering costs. Cheek stated that 10 years ago 10 when he started it was six percent. It went to 10 -12 percent pretty quick. Sears stated that is 11 historically correct. Much of that is because of what has to be accomplished before constriction 12 is started. Sears stated that the good part is there are a lot of substation steel standards that have 13 been set in place. It is difficult to package substations. Herring asked if there was a way to 14 reduce the list of contractors of eight to four and get the complete job done. Sears stated the 15 contract for Power Engineers is for public involvement, none of the other firms prefer to do that 16 portion. SGS Engineering is a design firm, they design substations, transmission lines, and 17 protection systems. D &S Engineering is a civil testing and geotechnical engineering firm. They 18 test the soils while boring. Black and Veatch is a large firm the reason that DME engages them 19 is because they are experts in substation design and development. The pricing is better for the 20 way that DME does business to break them out. Kelsey is the legal firm. Russell added they 21 are local as well. G2ETC is the consulting firm that takes care of compliance, relay and the 22 control checkout. PWR Solutions is the planning aspect of NERC & ERCOT. These groups of 23 consultants work very well together and with DME. 24 25 Herring asked who is managing the consultants. Sears answered mostly he is. They have 26 such a high amount of integrity that Sears trust them very much. They make his job as easy as 27 possible. Staff has done a great j ob of finding firms that address business the way we need to. 28 Chair Smith stated there is a lot of engineering work sent out, what do the DME engineers 29 do. Sears answered they are busy; it takes a lot of time outside of 40 hours a week. Staff puts 30 together presentations and writes AIS's, gets approvals and works on the purchasing documents. 31 There is a tremendous administrative effort behind all of the work. Coordinating between all the 32 different groups and making sure that staff knows what each consultant is doing and they know 33 the other consultants that will be working with them. Sears spends a lot time related to the 34 planning portion of the projects. The consultants bring expertise from a technical standpoint. 35 What they don't understand is the physical constraints sometimes. Sears guides that effort and 36 works better that way. John Moore, Exec Mgr of Energy Delivery, added that Brent Heath, Jerry 37 Fielder is the engineering staff for DME; they are the registered Professional Engineers. There 38 are another six or seven that are in the technical support roles. Sears stated that he spends a good 39 amount of time on system protection. Moore stated that in a month or so another engineering 40 firm contract will be brought back to the PUB to help Sears manage the total program. Currently 41 dealing with one substation at a time takes a lot of time. Two or three substations need to be in 42 the works a year. 43 44 Sears showed a spreadsheet of the current service contracts with the total expenditures at 45 $2,162,436 and total remaining at $3,725,112. 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Draft Minutes of the Public Utilities Board Meeting July 22, 2013 Page 5 of 5 Sears lastly talked about the remaining procurements. • Substation magnetically operated gates • Verti -Crete concrete fence for substations (RIP in August) • Transmission poles (will attempt to obtain long term contract, RIP in September) • Transmission line hardware • Transmission line constriction contract (will likely be individual contracts for each line segment or grouping for which constriction dates are firm) • Substation distribution switchgear enclosures (RIP in September) • Program management and real estate procurement The remaining procurements total approximately $87 million. At this point there is only one project under constriction. There are many projects that are moving at a slow pace. There are about eight or nine different projects in to the development of the public involvement process. Hopefully this board will see three of those projects before October. The board appreciated the detail. Herring asked a question regarding item 2). The professional liability limits on the insurance for that company is only $500,000. That seems like a small amount of coverage for a professional engineer that may be designing. The next company has $1 million. Michael Copeland, Utility Attorney, stated that we have contracted with them for about eight years. That is the amount of insurance that they paid for the original contract that have not messed up at all so Copeland didn't see any reason to change it. Herring asked if they could make an engineering error that could cost more than the $500,000, Copeland responded it is always possible. Herring would like that to be a standard. Copeland answered that we can modify and make it consistent. The Board approved items 2, 3 and 4 to increase the professional liability insurance to a minimum of $1 million. The motion was made by Board Member Herring with a second by Board Member Cheek. Vote was 6 -0. Adjournment 11:10 a.m. ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND SGS ENGINEERING, LLC, FOR STRUCTURAL, ELECTRIC DESIGN, AND OTHER ENGINEERING RELATED CONSULTING SERVICES FOR DENTON MUNICIPAL ELECTRIC CAPITAL IMPROVEMENT PROJECTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4755 - AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT IN THE NOT -TO- EXCEED AMOUNT OF $6,675,000 FOR A TOTAL NOT -TO- EXCEED AMOUNT OF $7,935,000). WHEREAS, the City Council deems that it is in the public interest to continue to engage the engineering firm of SGS Engineering, LLC to provide professional engineering and design consulting services for the City of Denton, Texas that are related to Denton Municipal Electric (DME) Capital Improvement Projects; and WHEREAS, the Public Utility Board of Denton considered this item at its July 22, 2013 meeting and recommended approval by a vote of 6 -0; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the further above - referenced professional engineering services, and that limited City staff cannot adequately perform the specialized 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 on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The preamble to this ordinance is incorporated herewith by reference as a part of this ordinance. SECTION 2. The City Manager is hereby authorized by the City Council to execute a "First Amendment to Professional Services Agreement for Engineering Firm" (the "First Amendment ") with SGS Engineering, LLC for further professional engineering and consulting services related to professional services necessary for DME, for an additional fee of not -to- exceed $6,675,000 (with the previous Agreement, totaling a fee not -to- exceed $1,260,000); in substantially the form of the "First Amendment' that is attached hereto, which is incorporated herewith by reference. SECTION 3. The award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of SGS Engineering, LLC and the demonstrated ability of SGS Engineering, LLC to perform the services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided in the attached Agreement is hereby authorized. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4 -ORD -File 4755 THE STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WHEREAS, a "Professional Services Agreement — File No. 4755 — For Design and Other Professional Engineering Services" (hereafter the "Agreement ") was entered into on the 19" day of July, 2011, by and between the City of Denton, Texas and the firm of SGS Engineering, LLC, a Limited Liability Corporation (hereafter the "CONSULTANT "), acting by and through its duly empowered officer; with its corporate offices at 401 50th Street, Lubbock, Texas 79404; and the City of Denton, Texas, a Texas municipal corporation, acting by and through its duly authorized and empowered City Manager (hereafter "CITY "); said Agreement being in the original not -to- exceed amount of $1,260,000, and which Agreement provided for certain necessary professional electric design and engineering services in support of the City's capital improvement plan regarding a substation relay design for six substations, for two transmission line design projects, field verification of seven previous projects to determine compliance with NERC rules, and four new transmission line design projects for Denton Municipal Electric ( "DME"); and WHEREAS, both CONSULTANT and the CITY have each resolved that the Agreement should be expanded and amended as to certain provisions, to wit: NOW, THEREFORE, In consideration of the covenants and agreements herein contained, CONSULTANT and the CITY mutually agree to amend the Agreement by this "First Amendment to Professional Services Agreement" (hereafter the "First Amendment "), as the scope of services to be rendered by CONSULTANT to the CITY has been greatly broadened to also provide for further engineering and design services regarding a number of additional projects relative to the implementation of DME's extensive present Capital Improvement Plan ( "CIP "); which services are more particularly described in the Scope of Services document attached hereto as Exhibit "A "; and which additional professional services will require an amount not -to- exceed an additional $6,675,000, totaling a not -to- exceed expenditure of $7,935,000 in professional fees, which are necessary to provide for the orderly implementation of the DME Capital Improvement Plan; and SECTION I. EXPANDED BASIC SERVICES For Basic Services the total compensation to be paid to CONSULTANT by CITY shall be an additional not -to- exceed $6,675,000, totaling $7,935,000 for the professional services. SECTION II. ENTIRE AGREEMENT The First Amendment includes within its provisions that certain executed Professional Services Agreement dated July 19, 2011. SECTION III. AMENDED AGREEMENT Save and except as amended hereby, all of the remaining clauses, sentences, paragraphs, sections and subsections of the Professional Services Agreement executed on July 19, 2011; provided however, that Paragraph XI.D. of the Agreement shall be amended to state that the policy limits of the Professional Liability Insurance coverage is "not less than $1,000,000 annual aggregate." SECTION IV. SURVIVAL OF AGREEMENT The Agreement shall remain in full force and effect; provided however, that the Exhibit "A" attached to this First Amendment, and incorporated herewith by reference, shall provide for additional professional engineering and design services to be performed in a professional manner by CONSULTANT, as contained therein. This First Amendment shall be executed in four originals. SIGNED AND DATED by the duly - authorized partners, representatives and officers of the parties hereto effective on the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY In APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: I "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation go 2 GEORGE C. CAMPBELL, CITY MANAGER "CONSULTANT" SGS ENGINEERING, L.L.C. A Limited Liability Corporation Byi �'% L,// ��r�f` /V r' Exhibit A SG S ENGINEERING, LLC July 15, 2013 Re.- 2011 Professional Services Agreement Extension Proposal Mr. Chuck Sears Denton Municipal Electric 1685 Spencer Road Denton, TX 76205 Dear Chuck: SGS Engineering, LLC, ("SGS") proposes to amend the current Professional Services Agreement with the City of Denton entered into in 2011. This will allow SGS to continue to provide design and other professional engineering services to Denton Municipal Electric ("D ME") for its Capital Improvement Program. The proposal value listed is a not-to-exceed value based on the projects defined as part of the DME Capital Improvement Program along with miscellaneous services requested by DME. Thank you for your consideration of this proposal. We look forward to continuing our successful working relationship. SGS Engineering, LLC 1401 50th Street I Lubbock, Texas 79404 1 MAIN 806.795.6827 1 FAx 806.795.7526 SGS Engineering Project Estimate for Professional Services in Support of CIP EXHIBIT A July, 2013 Description Planned In- Service Year Estimated Cost SGS Relav Design Projects -New New North Substation 2015 $150,000 North Lakes Substation Relocation 2016 $150,000 New West Substation 2017 $150,000 Locust Substation Rebuild 2016 $150,000 ARCO Substation Relocation 2015 $250,000 Hickory Substation Relocation 2017 $150,000 New UNT Substation 2016 $150,000 Ft. Worth Substation Addition 2016 $75,000 New Substaton - Pockrus and ARCO 2018 $150,000 New Substaton - Loop 288 and McKinney 2017 $150,000 New Substaton - Denton North area 2018 $150,000 New Substaton - Spencer Water Treatment 2018 $150,000 Spencer Interchange 2017 $125,000 RD Wells Interchange 2018 $125,000 Industrial Substation 2015 $75,000 Woodrow Substation 2017 $75,000 Bonnie Brae Substation 2017 $50,000 Northwest Switch 2016 $175,000 ,Tim Christal Substation 2017 $25,000 Denton West Interchange 2017 $50,000 New West Switch 2018 $150,000 Substation to be named 2018 $150,000 Relav Design Proiects- Current (Est. Remaining) Teaslev Substation Relay Upgrade 2014 $125,000 New Cooper Creek Substation 2014 $50,000 Pockrus Substation Rebuild 2014 $200,000 New Kings Row Substation 2015 $135,000 New McKinney Substation 2015 $75,000 Miscellaneous $200,000 Relay Project Subtotal $3,610,000 Transmission Line Design Projects -thew Pockrus - Arco 138kV Transmission Line $50,000 New Transmission Line from West 138kV Source $150,000 Transmission Line Additions to Support the 138kV Addition to the Pockrus Substation $30,000 Transmission Line Additions to Support the New North Substation $30,000 Transmission Line Additions to Support Reconstruction of the North Lakes Substation $30,000 Transmission Line Additions to Support the New West Substation $30,000 Transmission Line Additions to Support Reconstruction of the Locust Substation $20,000 Construct and Reroute Transmission in the Area North of Spencer Interchange $75,000 New Transmission Line from New West Switch Station to RD Wells $125,000 Transmission Line Additions to Support Reconstruction of the Arco Substation $20,000 Transmission Line Additions to Support Reconstruction of the Hickory Substation $20,000 Transmission Line Additions to Support UNT Area Substation $50,000 Transmission Line to Support the new Substation in the Area of Spencer and Loop 288 $100,000 Paccar Transmission Line Reroute $100,000 Transmission Line Design Proiects- Current (Est. Remaining) North Lakes - Bonnie Brae 69kV Transmission Line $50,000 Denton North - North Lakes $25,000 Kings Row - Denton North 69kV Transmission Line $100,000 SGS Engineering Project Estimate for Professional Services in Support of CIP EXHIBIT A July, 2013 Description Planned In- Service Year Estimated Cost SGS Woodrow - Kinas Row 69kV Transmission Line $125,000 Spencer Interchange - Spencer Switch $10,000 Spencer S-,,,-itch - Locust 69kV Transmission Line $20,000 Hickory - Locust 69kV Transmission Line $100,000 Spencer - Pockrus 138kV Transmission Line $125,000 Transmission Line Additions to Support the McKinney Substation $20,000 Transmission Line Additions to Support the Cooper Creek Substation $30,000 Miscellaneous Desip Support $30,000 Transmission Project Subtotal $1,465,000 Onsite Construction Supervision Transmissin Line Construction Supervision $450,000 Substation Concrete Installation Supervision $200,000 Miscellaneous Job Supervision $100,000 Construction supervision Subtotal $750,000 Sub - Consultants CLC En- meerina $850,000 Sub - Consultants Subtotal $850,000 Total SGS Estimate 1 $6,675,000 AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley i -A SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for fiber optic services for Denton Municipal Electric in a three (3) year amount not to exceed $450,000; providing for the expenditure of funds therefor; and providing an effective date (RFP 5160- awarded to Cable Contractors, LLC, dba Contract Services and Equipment). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION Regulatory requirements necessitate a solid communication link between the controls and operating condition reporting equipment contained within a substation, and Denton Municipal Electric's (DME) System Operations Central Dispatch Center. The method of communication between substations and the System Operations Central Dispatch Center is DME's fiber optic network. DME currently plans to install fifteen (15) additional substations in its service territory over the next five (5) years. Each of these new substations will require fiber optics to be installed for communication. Additionally, DME occasionally requires maintenance, repair, or fiber optic installation for normal and routine Utility, City, and County communication functions. In order to provide the communication for the new substations, as well as provide a resource for maintenance, repair, and other fiber extensions, the City of Denton Materials Management Department issued RFP 5160. Request for proposals were sent to 270 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download and advertised in the local newspaper. Two (2) responsive proposals were received (Exhibit 1- Pricing Tabulation). Interviews were held with both firms. In the interviews, clarifications were made to the specifications and to the proposals submitted by each firm. Each firm resubmitted pricing based upon the clarifications and best and final offers were received. Proposals were evaluated based upon published criteria, including price, delivery and probable performance by the supplier. The proposal evaluations and ranking are included as Exhibit 2. Cable Contractors, LLC, dba Contract Services and Equipment received the highest evaluated score therefore; staff recommends this award as achieving the best value for the City. Agenda Information Sheet August 6, 2013 Page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 8, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve the award of a contract for fiber optic services for Denton Municipal Electric to Cable Contractors, LLC, dba Contract Services and Equipment in a three (3) year amount not to exceed $450,000. PRINCIPAL PLACE OF BUSINESS Cable Contractors, LLC, dba Contract Services and Equipment Denton, TX ESTIMATED SCHEDULE OF PROJECT The initial term of this contract is for one (1) year. The City and Cable Contractors, LLC, dba Contract Services and Equipment shall have the option to renew this contract for two (2) additional one (1) year periods. FISCAL INFORMATION The charges for the work performed under this contract will be funded from individual project accounts as substations are built and from the maintenance and operating budgets. EXHIBITS Exhibit 1: Pricing Tabulation Exhibit 2: Ranking and Evaluation Sheet Exhibit 3: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -AIS -File 5160 rl X m d V d N C O m m C V Q O d LL 0 d d t c Q V E 9 _ W _ X ~ O w W d O V O O V ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti Q V c6 li 16 li d — V O F W W ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti O V Y 16 16 F N O O V ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti a c E _ IL _ IL E c m _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ oc c o :g `o 2 2 2 U lo lo lo lo lo lo lo lo lo lo 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 oo _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ oW6 G E Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z u V 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 c - E v _ E o c ? _ o Z 2 - o w - — _ — v _ — E 'v c _ w° uc 3 ` c c m s v v v o _ N y ? 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V i+ Q 0 d LL 0 i+ d d S N C C o, _o U N_ Q C O N o 0 0 Q O O O O O O C O 9 O 2 3 o c N', -moo 'moo 'moo c -a v m o o v - 0 > - 0 E 3 - N X W N N U L O U a—+ Q O LL O O c-I M Lli =3 d M LL = Lu co v U +' C i � N L Q_- O rl rl l0 Cl U 7 (u f6 6 +L+ W C O U C O U 7 L U �O O U lD U cu H f6 •L L U u N C m N u O E N N W U N (6 > W = U E +�+ a U a H E E ON Ln Ln c-I � O X O to a iiiii 111111 loll 110111 mmmmliiiiiiilmiiiiiiiillillillilI iiiii 111111 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Exhibit 3 DRAFT MINUTES PUBLIC UTILITIES BOARD July 8, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 8, 2013 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan, Barbara Russell and Lilia Bynum Absent: Chairman Dick Smith Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 2) Consider recommending approval of a three year contract with Contract Services and Equipment for fiber optic installation services for Denton Municipal Electric (DME) in an estimated amount of $150,000 annually, for a not to exceed three -year total expenditure amount of $450,000. Herring pulled this item for questions. Herring asked if this is the low bid. Brent Heath, Executive Manager of Energy Delivery, answered it is there were two proposals turned in. Herring asked who has the risk of loss if they are handed a roll of fiber optic cable and it gets destroyed. Heath answered after it is turned over to the contractor, they have the responsibility. Board Member Herring motioned to approve item 2 with a second from Board Member Robinson. The vote was 6 -0 approved. Adjournment 11:37 a.m. ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR FIBER OPTIC SERVICES FOR DENTON MUNICIPAL ELECTRIC IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $450,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5160- AWARDED TO CABLE CONTRACTORS, LLC, DBA CONTRACT SERVICES AND EQUIPMENT). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of fiber optic cable services for Denton Municipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5160 Cable Contractors, LLC, dba Contract Services and Equipment $450,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5160 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I: - ORD -RFP 5160 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CABLE CONTRACTORS, LLC dba CONTRACT SERVICES AND EQUIPMENT (RFP 5150) THIS CONTRACT is made and entered into this day of A.D., 2013, by and between Cable Contractors, LLC, dba Contract Services and Equipment, a limited liability corporation, whose address is PO Box 114, Denton TX 76202, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City's document RFP # 5160 — Fiber Optic Installation Services a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal and Addendurh #1 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "B "); (d) Insurance Requirements (Exhibit "C "); (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D "); (t} Contractor's Proposal. (Exhibit "E "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5160 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY RFP 5160 CONTRACTOR • U' Date: ► ` q - 3 P ONE NUMBER PD3:S-(?_CA-Y1100C---, EMAIL ADDRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: Exhibit A Special Terms and Conditions Total Contract Amount The contact total for services shall not exceed $ 450;000. Pricing shall be per Exhibit E attached. Contract Terms Contract term shall be for a one (1) year period. The City and the Contractor shall have the option to renew this contract for an additional two (2) one -year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments ", or the section(s) titled "termination ". At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation Prices quoted for services must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the change of the U.S Wage Determinations Online Davis -Bacon Act for Denton, TX, WD 26, Heavy, Line Construction Cable Splicer (ENG10178 -001) dated 1/4/2013 to the renewal period (www.wdol.gov). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/- 1 %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. RFP 5160 The request can be sent by e -mail to.����€ Or mail to: City of Denton Attn: Purchasing Manager RFP # 5160 901B Texas Street Denton, Texas 76209 4r call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Minimum Project Fee The City agrees to a minimum single project fee of two hours of line iteml4a ($185 at contract execution). If a job is estimated below this fee, then the City will pay the minimum as required. RFP 5160 Exhibit B Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City's solicitation are applicable to Contracts/Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Solicitation Response, Invoice or Statement- shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE IYATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transpoilation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption[ certificate upon request. RFP 5160 4. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer: G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 6, FINAL PAYMENT AND CLOSE -OUT: RFP 5160 A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: L a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii, a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 7. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. S. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/IVIBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: RFP 5160 i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 9. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Contractor or with any competitor, C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP 5160 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 12. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 14. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 15. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post Judgment interest at the maximum lawful rate. Additionally, in the event of a default by the RFP 5160 Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. Ail eights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 18. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days fiom the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, mots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 19. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a RFP 5160 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 20. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in EXHIBIT C The successful Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City, A. General Requirements; i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period, ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City, Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii, The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. A. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street RFP 5160 Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be. disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the naive of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 22. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certifed or RFP 5160 Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The RFP 5160 Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 27. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any forth, the source shall be identified. 28. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. RFP 5160 29. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 30. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 31. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Exhibit D). 32. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City, Texas, or his designee under this agreement. 33. ASSIGNMENT- DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. RFP 5160 34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 35. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 36. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract, Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 37. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (ld) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert, If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days fiom the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation, RFP 5160 38. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T,C,A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising fiom this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 40. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 41h of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Da observed If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. if a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8 :00 am and 5:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 42. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal RFP 5160 Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City. 43. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 44. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. 'Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". RFP 5160 45. RIGHT TO INFORMATION: The City reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. 48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following. (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government - owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. RFP 5160 52. FORCE A AJEURE: The City, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City. In the event of an occurrence under this Section, the Respondent will be excused from any fitrther performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 53. NON - WAIVER OF RIGHTS: Failure of a Patty to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 5160 Exhibit C INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of Insurance Including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarifrcatlon of any insurance requirements at any time, however, Contractor shall not commence any work or deliver any material until he or site receives notification that the contract has been accepted, approved, and signed by the City of Denton. All Insurance policies proposed or obtainer/ in satisfaction of these requirements shall comply with the following general specfcations, and shall be maintained in compliance with these general spec f cations throughout the duration of the Contract, or longer, f so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered tinder the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. RFP 5160 • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS; All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply Wth the following marked spectflcatlons, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than 10_ _00,000 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. RIiP 5160 Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment l in accordance with §406,096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than _ each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.0 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. f ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This RFP 5160 type insurance should be required if the contractor has access to City funds. Limits of not less than $ - each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RPP 5160 ATTACHMENT t [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A, Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401 .011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contactor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. if the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project, and RFP 5160 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain ftom each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, RFP 5160 within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project, and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project wilt be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self - insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP 5160 EXHIBIT D CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERVICES CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entit This questionnaire reflects changes made to the law by H.B. 1441, 80th Leg., Regular Session, OFFICE USE ONLY This questionnaire is being filed ht accordance with chapter 176 of the Local Government Code by a person DsicRmived who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governinent entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed, See Se6tlon 176.006; Local Government Code. A parson commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. # Name of person who tins a business relationship with total governmental entity. BJ EdwaiAs Check this box if you are filing au updAte ton. previously died questionnaire. (The lawrcqui m that you file an updated completed questionnaire with the appropriate filing authority not later than the T4 bus €ness day after the date the originally filed questionnaire becomes incomplete or inaceurale,) 3j Name of local government officer with-whom filer has an employment or business relationship, None _.... _ Name ot'Woor This section, (item 3 including subparts A, 8, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(9 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named In this section receiving or likely to receive taxable Income, other than investment income, from tite flier of the questionnaire? E-] Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment Income, from or at the direction of the local government officer named In this section AND the taxable income is not received from the toodl governmental entity? Yes E-1 No C. Is the filer of this quo allonnalro employed by a corporation or other business entity vAth respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? E] 0 Yes No D. Descr €be each affiliation or business relat €onsiilp. None BJ Edwards 03/2612013 Signature of person - o b s€ e s # the governmental eniity Date RFP 6160 PAGE 07 OF RFP #5160 EXHIBIT E RFP 5160 - Tabulation Sheet for Fiber Optic Installation Services Contract Services & Services Proposal Pricing to Include all Costa Including but not limned to labor, supervlslon and equipment: Equipment Denton, TX ITEM Esttmated Annual quantity tioM Type of Service Requested City of Denton requested completlon uhedule Cityof Denton Recommended Installation tfine Costof Service 1 15000 FT Installatkn of ADS$ fiber optic cable on uteity pores as per Instruedi ns located In the Appenclusectim AA manufacture? requirements for Installation of fiber optic cabFe shelf be met. 2 weeks rrotificaUOn of job 1000ft per day /straight pull $ L24 2 10000 Eto(.Torre: tnstailaWn of A%S fiberopticcabfe lo erisling conduit as per insiructlonslocaud In the Apperdtc section. Alt manufacture{ requirements for installation of fiber optic cable shall be met. 2 weeks notification oflob 1000hper da /stra�ht B $ 0.95 3 1 Fiber Spr(drtg ADSS fiber (DME supplying Enctosureand all supplies, not equipment) per 2 2 weeks nolifxatbn of job 72 per day $ 864.00 4 1 EA AUSS Fiber Cable Prep 2 weeks notification of job lhr $ 180.00 S 3 EA ADSS Enclosure Prep. 2weeksnotificationo1 2hr $ 360.00 6 1 Real A05S72 Fiber Reel Test and Verification. DocumentatlonaFeveryfiber 2 weeks notification of job Ida $ SW.IIA 7 1 Per Splioe 72 Fibers or more Fiber Socing OPGW( DME supplying Enclosure and all supplies, not equipmen0per manufacturers recommendation& 2 weeks nolificallon o£job 72F perlay $ 664.00 a I EA OPGW Fiber Cable Prep 2 weeks rmtifitatfon *fjob 2111 $ 360.00 9 1 E4 OPGW Enclosure Prep. 7 weeks notification oflob 3111 $ 360.00 10 1 Reel OPGW 72 fiber Reet Test and Verification. Documenlailonofeveryfiber 2 weeks notification oflob )day $ 720.00 It 5oco h SWeek Not&KatlonofwoA Supen4se Dscretion $ 0.21 12 5000 h Reding exhting conduit 1 Weak Notification of work Supervisor Discretion $ 0.30 13 3000 ft Installation of iracewire ba exlstingconduit as DMEs requirements. 1 Week Notification of work suWsor Discretion $ 0.21 14a 600 hr I mart crew to perform small maintenance jobs S Week Notification of work Supervisor Discretion $ 4750 146 20 hr I mancrew, with Bucket to perform small maintenance jobs 1 Week Notification of soak supervise 01sefelbn $ 9250 Ise s0 hr 2 man erew to perform small maintenance jobs I Week Notificagon of work Su &Av Ulsciellon $ 6750 156 10 hr 2 man crew with bucket to perform small maintenancelobs k Weak Notification afwork Super Ai 01scietlon $ 138.75 16a 25 he 3 man crew to perform small maintenance jobs 1 Week Notification of work Wxretlon $ 9730 16b 10 hr 3 mantrew with bucket to perform small maintenancelobs —supemsoc S Week Notification ofwock Supervisor Oiwfetlon $ 185.00 17 10 hr 3mancraw vtlh batkhae toperrormsmall maintmancelobs I Week Notification ofwek Supervisor Discretion $ 185.00 Is 3000 h Removal (retire) of old Fiber IADSSj 1 Week Notification of work 4000ft per day $ 080 19 300 ft Trenching2 Inch typical 48 Inches with conduit mslaRed (dirt) 1 Weak Notification of work 200 It per day/ / stfa ht run $ 4.10 19A 30D h Add Instal€aWnof a subsequent 2" PVC conduit In open trench 2 Week Notification of work 201 ft per day/ straght curt $ 0,b0 20 300 N Trenchfng4rneh typka] 481nchaswithcondui fnstalfed(cgn) 1Week Not4katlonofwek 200ftparda /strafghttua $ 4.80 20A 300 ft Add installation ora subsequent4" PVCconduft rnopen trench 2 Week Notification of work 201hperd /svafgM run S 0180 21 200 hr Pu1Dng Cat5eor51amese or Multiple Cables t1tru condu£tsorbOdings 1 Week Notification of work nor Dlxcetion $ 138.75 22 200 hr Mounting cameras, housing, tefminaVRg Cabe cable 1 Week Notification of work S ervlse Wicfellon $ 9250 23 10 hr Emergency $Mvkes (minimum 4 horns) 1 man crew 21IR nse Supervisor OWfellon $ 138.75 IT 5 hr €mergency Smkes (minimum 4 hours} 2 man crew 3NR Response 0lscrellon 1 hr Emergency Secvfces (minrmum 4 hours) 3 man crew 4NR Response supervlse Discretfn $ 265.00 ** - MINIMUM JOB FEE -ANY JOB MUST BE IN EXCESS OF TWO HOURS OF LINE 16A PER JOB ($985 AT CONTRACT EXECUTION). ANY JOB ESTIMATED LESS THAN THIS AMOUNT, WILL SWITCH TO THIS MINIMUM AND BE CHARGED HOURLY. RFP 6160 EXHIBIT E CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERVICES BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: Cable Contractors LLC dba Contract Services & Equipment 2. Address (Principal Place of Business): mailing address - POB 114 ,Denton Toxas ,76202 physical address - 2000 Audra Ln. ,Denton Texas 76208 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes ,Denton Texas 4. Tax payer TD#: 75- 2708163 5. Email Address of Primary contact: (bjc @catvdoe.com ) 6. Website Address: 7. Telephone: office 940 488 -3235 8. Fax: n/a 9. Other Locations: none 10, Organization Class: LLC Partnership Individual Corporation Association 11. Date Established: Sept 01,1995 12. Former Business Name: none 13. Date of Dissolution:n/a 14. Subsidiary of n/a 15. Historically Underutilized Business: Yes or No -(No) 16. Principals and Officers: B J Edwards GM Please detail responsibilities with the name of each principal or officer. day to day business operations ,supervision of all subcontractors used, bands on all projects, billing and collections of invoices. 17. Key Personnel and Responsibilities and Biographies: RFP 5160 EXHIBIT E CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERVICES Please detail responsibilities with the name'of each key personnel. 18. Number of Personnel by Discipline: Discipline Number of Staff # Registered 19. Services Provided by Contractor: a. Please provide a detailed listing of all services that your company provides. Contract services for pole line and underground installation of fiber, coax, telephone lines. Spicing of all types of cables and fiber installed b. Please detail your prior experience working on similar projects with Texas governmental entities. installation of fiber optics for the city Garland (wan) network/fiber optic ring 36 miles of fiber c. Please detail your similar services provided over the past two (2) years. Work for DME on all of the fiber projects for the communications department. Pull fiber in buildings, thru conduit, installation on poles. place conduit d. Detail documented proof of at least three (3) projects in the past two (2) years, see attached invoices e. Please detail these services, including, the nature of the services provided, the scope of the.. activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. All work has beers with DMC cornrnunications department. f Please-detail any infoimation regarding issues that may have been experience with the provision of your services that were not completed to the satisfaction of the customer. Node known to nee. 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? ( no ) If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. 21. Please provide at least (3) three references (preferably muff icipalities) and contract amounts. Include project description, contact names, position, and organization-name and telephone_ number for each reference listed. See attachment P. 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. gone 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Ovaaer (s). none 24. Has. your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CM 1926 "General Construction Standards" as they apply to your Company's customary activities? yes RFP 5'160 EXHIBIT E CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERVICES http-//www.osba,p,oy/pl§/osh:-Aweb/0wasroh.seatch form? p doe, t eWSTANDARDS& too „level �l &p kevvaiue =1926 25, Work Type — Distribution by Proportion of Annual Average: Work Type % by Fee % by No of projects 26. please indicate the total number ofprojeots your Firm has undertaken within the last five years? 140 + over the last S years RFP 6160 EXHIBIT E CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERvicEs -SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider tire, safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and, criteria for accurately determining the safety record of a bidder prior to awarding bids on City contacts, The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof. The City may consider any in involving worker safety or safety of the citizens of the -City of Denton., be it related or caused by environmental, mechantcal, operational, supervision or any other cause or factor. Specifically, the City may consider, ainong other things,, a. Complaints to,.or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OSHA regulations within the past three (3) years. 0 b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years, Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the l3nviron mental Protection Agency (EPA), the Texas Commission on Envirotnnental Quality (TCR% the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the 'Texas Department of Health (TDH), the Texas Parks and Wildlife, Department (TPWD), the Structural Pest Control Doard (SPCB), agencies of local governmonts responsible for enforcing environmental protection or worker safety related laws or regulations, and shnilar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, adininisw tive orders, draft orders, final orders, and judicial final judgments. 0 c. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. 0 d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to peiform the services or goods required by the bid documennts.in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. 0 hi order to obtain proper information from bidders so that City of Denton may consider tho safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: RFP 5160 EXHIBIT E CITY OF DENTON RFP FOR FIBER OPTIC INSTALLATION SERVICES QUESTION OW Has tho bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES— No x If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offenso, final disposition of offense, if any, and penalty assessed. Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protectlon laws or regulations, of any kind or type, within the past five years? Citations Include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, flues assessed, pending criminal complaints, Indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments, YES NO— x If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following infonnation with respect to each such conviction; Date of offense or occurrence, location where offense occurivd, type of offense, final disposition of offense, if any, and penalty assessed. OUESTfON TRUE, Has the bidden, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, over been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? - YES NO x If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the followinng information with respect to each such conviction; Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. RFP 6160 EXHIBIT E RFP 5160 ADDENDUM #1 Addendum #1 to be returned with )Proposal The following are changes to the specifications: 1) Exhibit 1 figs been revised peer, the attached. 2) Page 23 Installation Descriptions shall be modified to tread: Item Installation of fiber optic cable on utility poles as per instructions located in the Appendix section, All manufactures' requirements for installation of fiber optic cable shall be met. Rem-2 Installation of fiber optic cable in conduit as per instructions located in the Appendix section. All manufactures' requirements for installation of fiber optic cable shall be met, M Tiber Splicing ADSS fiber optic cable as per manufacturers recommendations. Items 4 & ADSS Fiber Cable Prep and Enclosure Prep Item G Reel Testing ADSS, Documentation rcquircd Item 7 Fiber Splicing OPGW Fiber optic cable as per manufacturers recommendations. Item S &9 OPGW Fiber Cable Prep and Enclosure Prep Item to Reel Testing OPGW, Documentation required ROM l l Installation of Pull Tape in existing conduit RFP 6160 EXHIBIT FE RFP 5160 Iteml 2 Rodding existing conduit Item 13 Installation. of Trace wire in existing conduit Item 14 One man crew to perform small maintenance jobs, a. With bucket b Without bucket I emi5 Two man crew to perform small maintenance jobs. a. With Bucket b. Without Bucket Item 16 Three man crew to perform small maintenance jobs. a. With Bucket b Without Bucket Item 1717 Three man crew and backhoe to perform small maintenanco jobs. a. With Bucket b Without Bucket Item 18 Removal (retire) if old fiber Item 19 Trenching 2 inch Typical Depth 48 inches Item 20 Trenching 4 inch. Typical Depth 48 inches Item 21 Pulling Gat5 /6 or Siamese or Multiple cables thxu conduits or buildings. s. 5960 EXHIBIT E RFP 5160 Item Mounting cameras, housings, terminating CatSe cable. Item 23 Emergency Services 1 man crew (4 hour min) 2 hour response Item 24 Emergency Services 2 mail crew (4 hour min) 3 hour response Item 25 Emergency Services 3 man crew (4 hour min) 4 hour response NO OTHER CAGES AT THIS TINE. 2`his form should be signed and returned with your proposal. Signature: C0111pany: � n,- �� . VIP PA 21110; Date: RFP 5160 AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed to DEPARTMENT: Materials Management Mike Beutner 349 -7900 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance awarding a contract under the Texas Multiple Award Schedule ( TXMAS) program for the purchase of furniture for the City of Denton Joint Public Safety Training Facility as awarded by the State of Texas (Contract TXMAS -3- 7110400); providing for the expenditure of funds therefor; and providing an effective date (File 5290 - Furniture for Joint Public Safety Training Facility awarded to Krieger International, Inc. in the amount of $140,407.29). FILE INFORMATION The Denton Public Safety Training Facility is a public safety training center for the Denton Police and Fire Departments. The facility will also serve as a training center for the Denton County Sheriff's Department under a five (5) year lease. Tasked with providing public safety training courses to law enforcement and fire personnel throughout the area, the facility will feature four classrooms, six offices, a meeting area, a break room, a library, a defensive tactics room, a cardio /fitness /weight room, a locker room with restrooms and shower facilities, storage space, and two driving simulators. The facility will be located in the east end of City Hall East. Constriction is currently underway. In 2009, the Police Department applied for and was awarded $500,000 from a Congressionally Selected Award funded through the United States Department of Justice for equipment to use in the new training facility. The grant funds are not permitted to fund direct constriction, but included in the grant application was a request for $162,081.50 for office and classroom furniture. The $162,081.50 figure was based on outfitting a new constriction facility. With the renovation of an existing building, staff identified changes in facility needs. Staff research noted that Krieger International, Inc. (KI) had recently completed projects for both Texas Women's University and the Lewisville Police Department. KI has been in business since 1941 and has an established reputation with many area customers, especially in the areas of higher education, Kindergarten -12th grade, healthcare, business, and government. Staff contacted KI representatives who brought several samples for staff to review. Staff was particularly impressed with the quality of the samples, the fact that "powered" tables were an option (tables where students could plug in their laptops and /or phones), the tables were portable, and KI's ten (10) year warranty for their products with office furniture having a life time warranty. Agenda Information Sheet August 6, 2013 Page 2 RECOMMENDATION Staff recommends the award of the purchase of the attached list (Exhibit 1) of furniture to Krieger International, Inc. in the not to exceed amount of $140,407.29. PRINCIPAL PLACE OF BUSINESS Krieger International, Inc. Green Bay, WI ESTIMATED SCHEDULE OF PROJECT The delivery of all furniture items is estimated be completed by November 30, 2013 FISCAL INFORMATION Funding for the purchase of the furniture will be provided by the Department of Justice Congressionally Selected Awards Program 2009- G9258- TX -DD. Council has previously approved purchase of a driving simulator with these funds. EXHIBITS Exhibit 1: Quote Number 12AJP- 13464/C from Krieger International, Inc. Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -AIS -File 5290 A �"Hl ( "I 11Yff r la yf LI If 11( I {`,tr p���.It_71'P, ") l�y/ fide" ",A.,aG..l iii f',;::� ^' ff71•:., A .uuA4 Illltic�w. Joe Lucido Sales Rep joe.lucido @ki.com (214) 747 -7629 Amanda Paque Inside Sales amanda.paque @ki.com (877) 873 -4799 CREATED 711112012 REVISED 711612013 Valid Through 8/31/2013 KI is pleased to present the enclosed quotation. The following items are included: • Detailed PO requirements • Quote Summary • Itemized Quote • Product options that must be determined (aka TBDs) exist and must be selected. Please contact your KI Representative for assistance with specifications. atC� 4010 �7 400 To ensure your Purchase Order (PO) is processed quickly and efficiently, please adhere to the following Amanda Paque Inside Sales amanda.paque @ki.com (877) 873 -4799 Page: 1 of 14 requirements: Customer represents that the product 1. All purchase orders must be issued to KI or KI c/o the dealer with this address: information contained within this quote is KI complete and accurate. Changes to quantities 1330 Bellevue Street and /or options /finishes will affect this quote. If Green Bay, WI 54302 applicable, other charges such as freight, tax, installation and /or delivery fees may be added 2. The following items must be included on all purchase orders: at time of order. o Sold To /Bill To Information: complete legal name, address, telephone number and fax number Sales resulting from purchase orders issued by o Ship To Information: complete legal name, address, contact name, contact phone number the customer to KI (Whether related to this o Purchase Order Number: a customer - specific identifier, typically a sequential purchase quotation or otherwise) are governed and order number or requisition number controlled by the Terms and Conditions found o Issue Date: date the purchase order was issued at www.KI.com /terms o Sales Tax: applicable sales tax will be added upon KI invoicing. If tax exempt, customer must provide or have the tax exempt certificate on file at KI o Purchase Order Total: total of all items and services included on the purchase order Prepared by Amanda Paque o Authorization: signature of authorized purchasing agent or buying entity "Reference Only" o Order Details: reference a fully optioned KI quote (ex: 11 KGH- 85432) or include all the Market Code: 9 =9= State /Local Gov't information listed below Drawing # Revision Date • Quantity of each item D027915_00_01_101_1 7/10/2013 • Complete model number, including all finish and option information (by line item) Opportunity #: 138646 Net purchase price (by line item) Quote Filename: City of Denton: Joint Training Facility - Extended net purchase price (all line items) 12AJP- 138646 . Any additional applicable charges (ex: installation and /or delivery charges) • Contract name and /or number if pricing is based on a contract reference Proj Num - 12AJP- 138646/C Model Opt: Y GSA: N 3. Signatures on a quote or a worksheet cannot be accepted as a purchase order. Proj Totals: Y Pricing Selection: Net Only 4. In the event that you do not have a formal Purchase Order process, please contact your KI Sales Representative or call 1- 800 - 424 -2432, and we will assist you with creating a P0. Joe Lucido We appreciate your cooperation in providing us with all the required information listed above on Sales Rep your Purchase Order. Complete information helps us serve you better. Thank you for your order. joe.lucido @ki.com Purchase Orders that do not meet these requirements will be placed on hold until complete (214) 747 -7629 information is received by KI. Purchase orders on hold are not released to manufacturing or assigned a delivery date. KI order lead times begin once the order is released to manufacturing. Amanda Paque Inside Sales amanda.paque @ki.com (877) 873 -4799 Page: 1 of 14 Customer represents that the product information contained within this quote is complete and accurate. Changes to quantities and /or options /finishes will affect this quote. If applicable, other charges such as freight, tax, installation and /or delivery fees may be added at time of order. Sales resulting from purchase orders issued by the customer to K (Whether related to this quotation or otherwise) are governed and controlled by the Terms and Conditions found at www.KI.com/terms Prepared by Amanda Paque "Reference Only" Market Code: 9 =9= State /Local Gov't Drawing # Revision Date D027915_00_01_101_1 7/10/2013 Opportunity #: 138646 Quote Filename: City of Denton: Joint Training Facility - 12AJP- 138646 Proj Num - 12AJP- 138646/C Model Opt: Y GSA: N Proj Totals: Y Pricing Selection: Net Only Joe Lucido Sales Rep joe.lucido @ki.com (214) 747 -7629 Amanda Paque Inside Sales amanda.paque @ki.com (877) 873 -4799 U 0 TAT 10 N City of Denton: Joint Training Facility Quote Number: 12AJP- 138646/C CREATED 71I1120I2 REVISED 711612013 Valid Through 8/31/2013 PRODUCT TOTALS $140,407.29 Other- See Quote Details $0.00 GRAND TOTAL $140,407.29 KI Offers A Lease Finance Option For All of Your Furniture Needs. Contact Us For A Quote. Contract Number Contract Description Requested Delivery Date Sold To City of Denton End User Denton Joint Training Facility Ship To To be Determined Installation To be Determined OT 1075 TXMAS Drop -Shop 3- 7110400 To be Determined Client Notes: Changes in fabrics, finishes, and quantities may affect pricing Freight included Installation included Page: 2 of 14 Page: 3 of 14 QUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options Tag 1 101 1.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 j; I limnccc IIc'0 d I crnin ccc I c,c, Jc rcc�.nl) Back Panel Option Ic Ilc I;((J(nninccd � � Ic 11c I;c,cc nninc�:d Full height 1131; W /FULL (standard) 1.2 KCDLB7224.H Aristotle Ext Corner Desk,LT,1 Full &1 Recess End 1 $425.38 $425.38 x Panl,72x36x24" I �rnin ccc, I Ic n; oncyrl) I �rnln cic I c,;, 1/c rfc.al) Back Panel Option I �� 113c, I;c,ccrrninc*d I �� 113c, I;c,icrrnlnc*d Full height (standard) 1 131; .< 1 131; .< /FULL Grommet Option Grommet /G Jutnv, cy :;htlon I Cdor lo 113o Oct( nnincd I o 113o Oct( nnincd W .< W .< 1.3 KCDRB7224.H Aristotle Ext Corner Desk,RT,1 Full &1 Recess End 1 $425.38 $425.38 r Panl,72x36x24" I nnin ccc I Ic n; crrcc d I crnin ccc I c,c, Jc rcc.nl) I � II c I;c,cc nninc:d I � 4' c, I;c,cc nninc:d 1 131; 1 131; Back Panel Option Full height (standard) /FULL Grommet Option Grommet /G Jutnv, cy :;htlon I Cdor lo 113o Oct( nnincd I o 113o Oct( nnincd W .< W .< 1.4 KF2BF.H Aristotle Full Ht Pedestal, Box /Box /File,15.5x19x28" 1 $303.55 $303.55 ® Irnin ccc I m.;, File Pull Kcoy G1,lion o I1 o I;c,cc nnincd Standard integral pull lo 113o Oct( nnincd W .< /NP W .< 1.5 KF2F.H Aristotle Full Ht Pedestal, File /File,15.5x 19x28" 1 $303.55 $303.55 x Irnln ccc I m.;, File Pull Kcy Gp.11'on I o 113o Oct( nnincd Standard integral pull lo 113c, I;c,c(rrnlncd W .< /NP 1 131; -< 1.6 K178/JR39 Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph loyrc (lpt)on St 1 I o f3o Oct( nnlnccd W $316.75 $316.75 Jv I ck I jnmd I o IE o Oct( rrnincd I; < � Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Solt Knit I lyric Soft Knit Fabric I o 113o Oct( nninccd SOFTKNIT W .< I3<lm r Ilpcion Headrest Option I o I1 o Oct( nninccd No headrest (standard) I31; � /NH I c uhc :;1,tlon Memory Foam I o I1 o Oct( nninccd No memory foam W .< /NF Tag 1 WorkGroup Product $1,947.20 Subtotal 101 Tag 1 108 2.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 nln ccc I Ic n; crrcc d I nnin ctc I c c, Jc rcc.nl) 13<cc.k I nu I 1.ctt�n I o II c c,cc nrunc.d Ic Ilc I,c,cc nrunc.d I c II c I;c,cc nrunc.d I Icl; 1 131; Page: 3 of 14 I iirun iii 1Ion;(V(d I o II E ct(nrunccd I I I; I nrun iii I i,;, Jc r[i,.ol) � � I� IlE I,�,i� nrun��.d I ICI; I c'l Co hl i I o Oct(nflincd 1 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP 2.4 K178/JR39 QUOTATION 131; CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C /NFR Line Model Qty. Soft Knit Fabric I o 113o Oct( nnincd SOFTKNIT 131; .< Sell Price Extended Total TBD Options 2.2 KCPR6624B.H Aristotle Single Ped Credenza,Right,BBF Ped,66x24" 1 I o I1 o Oct( nnincd No headrest (standard) I I1 Oct( $487.31 $487.31 Jv I limn iii 110 n;ont d I I �'O I;ct(nnincd irnin iic I I o 11 E I;ct(nnincd 131; 131; o o nnincd No memory foam .< /NF File Pull Standard integral pull NP Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 End Panel Option Full end panel both sides /FULL Kcy G1,don lo 113o Oct( nnincd 131; .< I limn iic, I Io m onirrl) Irnln icc I m.;, (/(r ),ml) File Pull 2.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86 J I iirun iii 1Ion;(V(d I o II E ct(nrunccd I I I; I nrun iii I i,;, Jc r[i,.ol) � � I� IlE I,�,i� nrun��.d I ICI; I c'l Co hl i I o Oct(nflincd 1 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP 2.4 K178/JR39 Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 cnt (;1,don I o f3o Oct( nnlncd 131; $316.75 $316.75 Jv - .1 I3nck I j n d I o 413E Oct( nnlncd 131; .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Solt Knit I laic Soft Knit Fabric I o 113o Oct( nnincd SOFTKNIT 131; .< I3<lm r Ilpi)on Headrest Option I :;1,don I o I1 o Oct( nnincd No headrest (standard) I I1 Oct( 131; /NH 131; cuht Memory Foam o o nnincd No memory foam .< /NF 2.5 KLF23024.H Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 jv I limn iic, I Io m onirrl) Irnln icc I m.;, (/(r ),ml) File Pull I o I1 o I;ct( nnincd I o I1 o I;ct( nnlncd Standard integral pull 131; .< 131; .< /NP Kcy G1,don lo 113o Oct( nnincd 131; .< 2.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,NongangIng 2 $335.03 $670.06 I i rnC Go Versa XL Upholstery I o I' 1.3e, I;ci(rrnlncd (STD) CA 117 Foam and Fabric 1 131; -< /NFR J � Versa XL Upholstery IjII'rr11 'I ihnc 1de:: Pallas Fabric Group P1 IoI1oI;ct(nnlncd I o I1 o I;ct( nnincd GRPP1 131;.< 131; .< Tag 1 WorkGroup Product $2,464.99 Subtotal 108 Tag 1 109 3.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 jv lln icc (1 Ion;(Vc d I nr�in �c� I m Q. V� r[)�.ol) 13<i�,k I nu I n II E �,c( nrlin�.d 3.2 KCPL6624B.H Aristotle Single Ped Credenza,Left,BBF Ped,66x24" 1 $487.31 $487.31 Jv [fl I limn icy I Io n; one d irnin icc I mo V r ),ml) lo o Oct(nnincd 1 � 11 E Oct(nnincd 131; 131; ; File Pull Standard integral pull /NP End Panel Option Kcy G1,don Full end panel both sides lo 113o Oct( nnincd /FULL 131; .< 3.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86 I iirun icy 1Ion;(V(d I nrun ic� I i,;, V� r[i,.ol) I c'l Co hl i I o II E ct(nrunccd � � I� IlE I,�.c� nrlin��.d I o II o I;ct(nruncd 1 I; I ICI; 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP Page: 4 of 14 J.0 KLt-ZJUZ4.H Aristotle Lateral rlle,z urawer,Imegrateci,aUxz4xzy QUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Kcy G1,don Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Versa Extra Large Four -Leg Armchair, Uph,NongangIng 2 Qty. $335.03 $670.06 Sell Price Extended Total TBD Options 3.4 K1781JR39 Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 cnt (;1,don I o f3o Oct( n'nlncd 131; $316.75 $316.75 Jv J � 1- .1 I3nck I j n d I o 413E Oct( rrnlncd 131; .< Tag 1 Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR WorkGroup Product $2,464.99 Impress Upholstery Solt Knit I laic Soft Knit Fabric I o 113o Oct( rrnincd SOFTKNIT 131; .< Subtotal 109 I3<lm r Ilpi)on Headrest Option I :;1,don I o I1 o Oct( rrnincd No headrest (standard) I I1 Oct( 131; /NH 131; Tag 1 cuht Memory Foam o o rrnincd No memory foam .< /NF J.0 KLt-ZJUZ4.H Aristotle Lateral rlle,z urawer,Imegrateci,aUxz4xzy I �4y4.4Z $494.42 Jv I limn iic, I Io m ontd) Irnln iic I m.;, (/( ),ml) File Pull I o I1 o I;ct( rrnlncd I o I1 o I;ct(( rnlncd Standard integral pull 131; .< 131; .< /NP Kcy G1,don lo 113o Oct( rrnincd 131; .< 3.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,NongangIng 2 $335.03 $670.06 I i nrnc .,olor Versa XL Upholstery I o I' 1.3e, I;cc(rrnlncd (STD) CA 117 Foam and Fabric 1 131; -< /NFR J � Versa XL Upholstery j1 I jdl ' I ihnc 1de: Pallas Fabric Group P1 lo 113o Oct( rrnlncd lo 113o Oct( rrnincd GRPP1 131; .< 131; .< Tag 1 WorkGroup Product $2,464.99 Subtotal 109 Tag 1 110 4.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 jv nln icy I Ion;(Vc d I nnin icy I i c, Jc r[)�.ol) 13<i�.k I nu I hcinn II E �,c( nrun�.d 4.2 KCPL6624B.H Aristotle Single Ped Credenza,Left,BBF Ped,66x24" 1 $487.31 $487.31 Jv [fl I limn icy I Io n; one d irnin icc I mo V r ),ml) lo o Oct(nnincd 1 � 11 E Oct(nnincd 131; 131; File Pull Standard integral pull /NP End Panel Option Kcy G1,don Full end panel both sides lo 113o Oct( n'nincd /FULL 131; .< 4.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86? I iirun icy I Ion;(V(d I nrun ie� I i,e, Jc r[i,.ol) I c'l Co hl i I o II E ct(nrunccd � � I� IlE I,�,e� nrun��.d I o II o I;ct(nruncd I; I ICI; 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP 4.4 K1781JR39 =' Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 Scnt (;1,don I o f3o Oct( n'nlncd 131; .< $316.75 $316.75 Jv "r I3nck I j n d I o I1 o Oct( n'nlncd 131; .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Solt Knit I laic Soft Knit Fabric I o 113o Oct( n'nincd SOFTKNIT 131; .< I3<lm r Ilpi)on Headrest Option I :;1,don I o I1 o Oct( n'nincd No headrest (standard) I I1 Oct( 131; /NH 131; cuht Memory Foam o o n'nincd No memory foam .< /NF Page: 5 of 14 RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options 4.5 KLF23024.H Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 Jv I limn iii, 1 Io m ontd) I o I1,O I;ct(( rnincd 131; .< I 1`11"tc I m,e, I o I1 o I;ct(( rnlncd 131; .< File Pull Standard integral pull /NP Kcy G1,don lo 113o Oct( rrnincd 131; .< 4.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,Nonganging 2 $335.03 $670.06 jv I i rnC Go I o I' 1.3e, I;ci(rrnlncd 1 131; -< Versa XL Upholstery (STD) CA 117 Foam and Fabric /NFR J Versa XL Upholstery Pallas Fabric Group P1 GRPP1 � IjII'rrll ,I ihnc IoI1oI;ct(( rnlncd 131;.< 1de:: I o I1 o I;ct(( rnincd 131; .< Tag 1 WorkGroup Product $2,464.99 Subtotal 110 Tag 1 111 5.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 Jv lln icc 1/1 Ion; one d II E cc( nrlincd I nr�in �cc I m Q. 5.2 KCPR6624B.H Aristotle Single Ped Credenza,Right,BBF Ped,66x24" 1 $487.31 $487.31? I limn icy 1 Io n; one d lo o Oct(nnincd 131; irnin icc I ,e, 1 � 11 E Oct(nnincd 131; File Pull Standard integral pull /NP End Panel Option Full end panel both sides /FULL Kcy G1,don lo 113o Oct( n'nincd 131; .< 5.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86 I iirun icy 1Io,o one d I o II E ct(nrunccd 1 1; I nrun ic� I i,;, ,I� r[i�.ol) � � I� IlE I,�.c� nrlin��.d I ICI; I c,l Co hl i I o II o I;ct(nruncd 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP 5.4 K178/JR39 Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 $316.75 =' Scnt (;1,don I o f3o Oct( n'nlncd 131; $316.75? .< I3nck I j nua I o I1 o Oct( n'nlncd 131; .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR it Impress Upholstery Soft Knit Fabric SOFTKNIT Solt Knit I laic I o 113o Oct( n'nincd 131; .< I3<lm r Ilpi)on I o I1 o Oct( n'nincd 131; Headrest Option No headrest (standard) /NH I :;1,don I I1 Oct( 131; cuht o o n'nincd .< Memory Foam No memory foam /NF 5.5 KLF23024.H Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 Jv I limn iii, 1 Io m )ontd) I o I1 o I;ct(nnincd 131; .< I 1`11"tc I m,e, I o I1 o I;ct(nnlncd 131; .< File Pull Standard integral pull /NP Kcy G1,don lo 113o Oct( n'nincd 131; .< 5.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,Nonganging 2 $335.03 $670.06° Page: 6 of 14 U 0 TAT 10 N CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options I i rnC Go Versa XL Upholstery I o I' 1.3e, I;c,ecrrnincd (STD) CA 117 Foam and Fabric 1 131; -< /NFR J � Versa XL Upholstery 1 1 I jdl , I chnc 1do Olpiion Pallas Fabric Group P1 I o I1 o Oct(rrnincd I o 113o Oct( rrnincd GRPP1 W .< W .< Tag 1 WorkGroup Product $2,464.99 Subtotal 111 Tag 1 112 6.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $172.59 $172.59 Jv nln ccc I Ic,o (Vc d I nnin ccc I c c, Jc r[)�.nl) 13<cc.k I nu I 1.ctt�n II c c,c( nrunc.d Ic Ilc I,c,cc nrunc.d I � II c I;c,cc nrunc.d I Id; 1 131; 6.2 KCPL6624B.H Aristotle Single Ped Credenza,Left,BBF Ped,66x24" 1 $487.31 $487.31? [fl I limn cic I Ic n; ont d � crnin ctc I ,e, J( r ),ml) I o II o I;c,ic nninccd I c 11 c I;c,ic nninccd W W File Pull Standard integral pull /NP End Panel Option Kcoy G1,don Full end panel both sides lo 113o Oct( n'nincd /FULL W .< 6.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86 I iirun ccc I Ic,o (V(d I nrun ccc I c,c, Jc r[),.nl) I c,,r Co hl i lo II c Oct( nrunccd � � Ic Ilc Oct( nrunc�.d I c II o Oct( nrunccd I; I Id; W Modesty Panel Option 14" partial modesty panel (standard) /PMP 6.4 K178/JR39 =' Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 cnt (;1,don I o f3o Oct( n'nlnccd W $316.75 $316.75? I3nck I j n d I o I1 o Oct( n'nincd .< W .< it Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Solt Knit I laic Soft Knit Fabric I o 113o Oct( n'nincd SOFTKNIT W .< I3<lm r Ilpiion Headrest Option I :;1,don I o I1 o Oct( n'nincd No headrest (standard) I I1 Oct( W /NH W c uht Memory Foam o o n'nincd No memory foam .< /NF 6.5 KLF23024.H Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 Jv I limn cic, I Ic m onirrl) I 1`11"tc I m,o (/( r ),ml) File Pull I o I1 o I;c,ic n'ninccd I o I1 o I;c,ic nnincd Standard integral pull W .< W .< /NP Kcoy G1,don lo 113o Oct( n'nincd W .< 6.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,Nonganging 2 $335.03 $670.06 jv I i lic .lolor Versa XL Upholstery lo f3o Oct( nnincd (STD) CA 117 Foam and Fabric W .< /NFR U Versa XL Upholstery 1 I jdl i, I chnc 1de::;Iciion Pallas Fabric Group P1 lo IE3o Oct( rrnincd lo 113o Oct( n'ninccd GRPP1 W< W .< Tag 1 WorkGroup Product $2,464.99 Subtotal 112 Page: 7 of 14 U 0 TAT 10 N CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. 1 Sell Price Extended Total TBD 4V lln ccc I Ic,o (Vc d I nr�in ccc I m c. Vc r[)�.al) 13<ec,k I nu I 1,itt�n II c Oct( nrlinc.d Ic Ilc I,c.cc nr�inc.d I � I' e I;c,ic nrunc.d I Id; 1 131; Options Tag 1 Storage 113 KCPL6624B.H 7.1 S7CL426155D 700 Series Files Curved Lat Files -5 Hgh Unit- 42 "Wx18 "Dx66" H 1 $829.44 $829,44 p $487.31 full Color I o I1 o I;c,cc n'ninccd 131; .< [fl I limn ccc I Ic n; one d Irwincec I ,e, V( ),ml) Counterbalance Option With Counterbalance /CBW Kcoy C1,don lo 113o Oct( rrnincd 131; .< 19 131; 131; ; 1 wish Color lo 113o Oct( rrnincd 131; .< Flat or Dimpled Front Flat /F Tag 1 WorkGroup Product $829,44 /NP Subtotal Storage 113 End Panel Option Kcoy C1,don Tag 1 /FULL 131; .< 114 8.1 KBR4224.H Aristotle Bridge Return,42x24" 1 $1/2.b9 $172.59 4V lln ccc I Ic,o (Vc d I nr�in ccc I m c. Vc r[)�.al) 13<ec,k I nu I 1,itt�n II c Oct( nrlinc.d Ic Ilc I,c.cc nr�inc.d I � I' e I;c,ic nrunc.d I Id; 1 131; 8.2 KCPL6624B.H Aristotle Single Ped Credenza,Left,BBF Ped,66x24" 1 $487.31 $487.31 4V [fl I limn ccc I Ic n; one d Irwincec I ,e, V( ),ml) lo II o Oct( nninccd Ic 11c Oc,ecnninccd 131; 131; ; File Pull Standard integral pull /NP End Panel Option Kcoy C1,don Full end panel both sides lo 113o Oct( n'nincd /FULL 131; .< 8.3 KDCM6630.H Aristotle D -Top with End Panel,MP,66x30" 1 $323.86 $323.86? I iirun ccc I Ic,o (V(d I nrun ccc I i,;, Vc r[c,.al) I c,n Chi I c II c c,cc nrunccd � � Ic Ilc I,c.cc nrlinc�.d I o II o I;c,ic nrunccd I; I Id; 131; Modesty Panel Option 14" partial modesty panel (standard) /PMP 8.4 K178/JR39 =' Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St 1 Safi (;1,don I o f3o Oct( n'nlnccd 131; $316.75 $316.75 4V I3nck I j n d I o I1 o Oct( n'nincd .< 131; .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Solt Knit I laic Soft Knit Fabric I o 113o Oct( n'nincd SOFTKNIT 131; .< I3<lm r Ilpiion Headrest Option I :;1,don I o I1 o Oct( n'nincd No headrest (standard) I I1 Oct( 131; /NH 131; c uht Memory Foam o o n'nincd No memory foam .< /NF 8.5 KLF23024.H Aristotle Lateral File,2 Drawer, Integrated,30x24x29" 1 $494.42 $494.42 rig° I limn cic, I Ic m ontd) I 1`11"tc I m,o (/( ),ml) File Pull I o I1 o I;c,ic n'ninccd I o I1 o I;c,ic nnincd Standard integral pull 131; .< 131; .< /NP Kcoy C1,don lo 113o Oct( n'nincd 131; .< 8.7 VXLAN Versa Extra Large Four -Leg Armchair, Uph,Nonganging 2 $335.03 $670.06 ,;) I i lic Color Versa XL Upholstery lo f3o Oct( nnincd (STD) CA 117 Foam and Fabric 131; .< /NFR U Versa XL Upholstery 1 fall i, I chair. 1de::;Iciion Pallas Fabric Group P1 lo IE3o Oct( rrnincd lo 113o Oct( n'ninccd GRPP1 131; < 131; .< Tag 1 WorkGroup Product $2,464.99 Subtotal 114 Page: 8 of 14 RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options Tag 1 116 9.2 K1781JR39 Impress Ultra Task,Ped Base,Mesh High Bk,Adj. Arms,Uph St (lptwn I f3o Oct( 8 131; $316.75 $2,534.00 j 1- .1 cnt o rrrllnicd I3nck I j n d I o 4131, Oct( rrrllnicd 131; .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Impress Upholstery Soft Knit Fabric Solt Knit I lhnc I o 113o Oct( rrrlinicd SOFTKNIT 131; .< I3<lm r Ilpi)on I o I1 o Oct( rrrlinicd 131; Headrest Option No headrest (standard) /NH I cuht :;1,tlon I o I1 o Oct( rrrlinicd Memory Foam No memory foam 131; .< /NF 9.3 S13547431 *SPEC IAL`36X48X120 BOAT SHAPED TBL TOP W/ L /R /C 1 $6,047.10 $6,047.10 MODULES - Power /Data /USBNGA /HDMI Nolmage Available 9.4 S13547432 `SPECIAL`28X48 DOUBLE VENEER PANEL BASE W/ 1 $1,146.60 $1,146.60 DOUBLE 7" STRINGE Nolmage Available Tag 1 WorkGroup Product $9,727.70 Subtotal 116 Tag 1 117 10.1 ITCL2429 InTandem "C' Leg,24 "D,29 "H 6 $63.96 $383.76 ntnndoin I c'l Col r ,;cIcciion I o I1 o I;cti rrrllnicd 131; .< 10.2 ITDV17241E End Divider Screen, 17 "Hx24 "W LI)h1cc I 10 113o Oct( 2 131; $67.01 $134.02 j; II �• I finish rrrllncd -< 10.3 ITDV17241MPL Middle Divider Screen, Postformed Edge,17 "Hx24" W LI)h1cc I finish 10 113o Oct( rrrllncd 4 131; -< $72.08 $288.32 nip° 10.4 ITMB4811414I141) InTandem Middle Bm,48 "W,No Power,w /o Data Cover 3 $89.34 $268.02 4V trim 3h h l Scic t)on I o I' 1.3e, I;i,cirrrllnird 1 131; -< 10.5 ITPS1748 InTandem Privacy Screen, Rect,17 "Hx48 "W 5 $85.28 $426.40 r5l>iIrYtrci, I finish lo 113i, Oct( rrrlincd 1 131; .< 10.6 ITSB481NN/ND InTandem End Of Run /Stnd -Alone Bm,48 "W,No Power w/o 2 $95.43 $190.86 x Data Cvr i I im (h h i Scic t)on o 113i, I;i,ci rrrlln�rd 131; -< Page: 9 of 14 F` RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options 10.7 ITWS2448 /NB -PL -N InTandem Wrksrf,Rect,Npwr Bm,2- Grom,No 5 $108.63 $543.15 J Feed, Postformed,24X48" Number of PowerUp Modules No PowerUp module /0 4�� I Im 3h h i Scic on I o I 3 I;c,ccrrnlncd 1 131; -< „ti >ccrinc.c, I finish I o II3o Oct( rrnlncd 1131; -< 10.8 KBC3665.H Aristotle Bookcase,3 Adj Shelf,36x1465H 4 $310.66 $1,242.64 J �rnin cic, Ic n; ontcrl) �rnln cic m, (/c rfc'.al) �� II3c, I;c,icrrninc *d �) f3c I;c,ic rrnlnc *d 1131; .< 1131; .< 10.9 TGNAPB Torsion on the Go Armless Chair,Poly Back /Upholstered Seat 5 I I Cohl I I 3 I;c,ic 1131; $229.44 $1,147.20 J c ms n/(' ,o i link Torsion /Go Upholstery o rrnlncd (STD) CA 117 Foam and Fabric -< /NFR Torsion /Go Upholstery 1 1 I'cr11 m. I lhnc 1 lm, r;Ici)on I joly f c, ci h I3nck .loho Pallas Fabric Group P1 I o I 3 I;ct(( rnlncd I o I 3 I;ct(( rnincd I o I 3 I;c,ic rrnincd GRPP1 1131; .< 1131; 11W Tag 1 WorkGroup Product $4,624.37 Subtotal 117 Tag 1 120 11.1 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I doo Cohl 24 I o II3o Oct( rrrdncd 1131; -< $418.28 $10,038.72 j; u) Y zc.c, l in sh Ic<lm, Iindc Ilpiion Io Il o Oct( nnlnccd Io I�o Oc,ccnnlnccd III, 1131; I3<lm r Modesty Panel Option I o I 3 Oct( rrriinccd No fabric modesty panel 1131; -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option No grommet /no PowerUp -NG Wire Management Options No wireway -NW 11.2 TGNAPB Torsion on the Go Armless Chair,Poly Back /Upholstered Seat 48 $229.44 $11,013.12 J I c ms n/(' ,o I i crnc Cohl Torsion /Go Upholstery I o I 3 I;c,ic rrnlnccd (STD) CA 117 Foam and Fabric 1131; .< /NFR Torsion /Go Upholstery 1 1 I'cr11 m. I lhnc 1 lm, r;Iciion I joly f c, ci h I3nck .loho Pallas Fabric Group P1 I o I 3 I;c,cc rrnlnccd I o I 3 I;c,ic rrninccd I o I 3 I;c,ic rrninccd GRPP1 1131; .< 1131; 11W Tag 1 WorkGroup Product $21,051.84 Subtotal 120 Tag 1 121 12.1 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I doo Cohl 24 I o I 3 I;c,ic rrninccd 1131; .< $418.28 $10,038.72 j; 0 ,ccih1c.c,Ifinish 13 lm; I final) Ilpiion Io IIoOc,i(nnlnccd I o IIxo Oc,ic.nnlncd 1131; 1131; .� I3<lm r Modesty Panel Option I o I 3 Oct( rrninccd No fabric modesty panel 1131; -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option No grommet /no PowerUp -NG Wire Management Options No wireway -NW Page: 10 of 14 Tag 1 QUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque 121 Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Tag 1 Line Model Qty. 127 Sell Price Extended Total TBD Options 12.2 TGNAPB Torsion on the Go Armless Chair,Poly Back /Upholstered Seat 48 $229.44 $11,013.12 4V $250.76 _ I c rsic n/(, ,o I i crnc Cohi Torsion /Go Upholstery I o I1,O I;c,cc nnlnccd 131; .< (STD) CA 117 Foam and Fabric /NFR Coat,74P,29 "H,36 "Dia I doo Color o 113c, I;c,ic rrninc,d 131; Torsion /Go Upholstery 1 1 'dl , I lhnc 1 lm, r;Ici)on I joly f c, ci d I3nck .loho Pallas Fabric Group P1 GRPP1 I o I1 o I;ct(( rnincd 131; .< IoI1oI;ct(( rnincd 131; I o I1 o I;c,ic rrnincd 131; —_ Onc.c,lin lh mi,/.k luinn I'Inlsh .< I I �o I;c,icnninccd 131; . 1 c N Oc,ic nnlnccd 1131; Tag 1 WorkGroup Product $21,051.84 Subtotal 121 Tag 1 127 13.1 AH4R3629P -74P Athens Round Tbl,4 °Col,24" Base,Powder 2 $250.76 $501.52 j Coat,74P,29 "H,36 "Dia I doo Color o 113c, I;c,ic rrninc,d 131; —_ Onc.c,lin lh mi,/.k luinn I'Inlsh .< I I �o I;c,icnninccd 131; . 1 c N Oc,ic nnlnccd 1131; 13.2 AH4R3642P -74P Athens Round Tbl,4 "Col,24" Base,Powder 5 $314.72 $1,573.60 r ; —= Coat,74P,42 "H,36 "Dia I d(lo Cohi lo N3 Oct( nninccd 131; .< I) h1c.c, l in lh 1 imil /C lumn I'Inid) " lo Il c Oct( nninccd 131; lo 4'e Oc,icnnincd 131; r 13.3 SLNAU Strive Four -Leg Armless Chair,Uph Seat 8 $123.86 $990.88 > I i 1r1 c Go I jolt' Sc ci d 13<cck Go1or I o I1 o I;c,i( n I )cd 131; .< I o I1 o I;c,i( n'ni )cd W .< Upholstery Grade /Color (STD) CA 117 Foam and Fabric /NFR Upholstery Grade /Color j1 I jdl m, I lhnc 1do 011piion Pallas Fabric Group P1 GRPP1 I o N3 Oct( n'ninccd W .< I o N3 Oct( n'ninccd W .< 13.4 SLSNAU -� F Strive Four -Leg Armless Cafe Stool,Uph Seat I Colk 20 o I3o I;c.lc rrninc d I 1' Oct( 131; $160.40 $3,208.00 imlic Ijok, cidl3<cckGolor Upholstery Grade /Color o c nninccd lo llc Oc,icnnlnccd 131; (STD) CA 117 Foam and Fabric /NFR Upholstery Grade /Color j1 I jdl m, I lhnc 1do 011piion Pallas Fabric Group P1 GRPP1 I o N3 Oct( n'ninccd W .< I o N3 Oct( n'ninccd W .< Tag 1 WorkGroup Product $6,274.00 Subtotal 127 Tag 1 130 Page: 11 of 14 F` RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options 14.7 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I d(lo .lohl 16 I o I 3 Oct( rrninccd 1 131; .< $485.29 $7,764.64 J �- w Y zc.c, l io sh I �,;: l io �,lc I o Il o Oct( nnlnccd I c Il c Oc,cc nnlnccd 1 H3 Base Option 4 black casters w /white hub caps (2 /4CW locking) Modesty Panel Option No fabric modesty panel -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option 1 Module middle position (includes wire /M1 M mngmnt) Ijc v"eiUp Jodu Ic Golor I I 3 I;ct( rrnincd 1131; < 14.8 NXTIF.108 Next Connect Infeed -108" Cord 4 $67.01 $268.04 r� 14.9 NXTRPTIT.12 Next Connect Module And Attachment Bracket 16 $42.64 $682.24 4TH: 14.10 NXTJP.77 Next Connect Jumper, 77" Length 12 $30.46 $365.52 14.11 HUTR72.FN Hurry Up Trough for 72" Table 16 $89.50 $1,432.00 x„ Trough Only S13548378 Tag 1 WorkGroup Product $17,854.52 Subtotal 130 Tag 1 131 15.1 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I doo Cohl 20 I o II3o Oct( rrrdncd 1131; -< $418.28 $8,365.60 ui Y zc.c, l io sh Icm'olindc Io Il o Oct( nnlnccd Io I�o Oc,ccnnlnccd III, 1131; Base Option 4 black casters w /white hub caps (2 /4CW locking) Modesty Panel Option No fabric modesty panel -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option No grommet /no PowerUp -NG Wire Management Options No wireway -NW 15.2 TGNAPB Torsion on the Go Armless Chair,Poly Back /Upholstered Seat 40 $229.44 $9,177.60 I c ms n/(' ,o I i lint, Cool Torsion /Go Upholstery I o I 3 I;c,ic rrnlncd (STD) CA 117 Foam and Fabric 1131; .< /NFR Torsion /Go Upholstery IjIIjdlm.I lhnc I3<lm r Ilpi)on I joly f c, ci h I3nck .blot Pallas Fabric Group P1 IoII3oI;ct(( rnlncd I o I 3 I;ct(( rnincd I o I 3 I;c,ic rrnincd GRPP1 1131;.< 1131; 11W Tag 1 WorkGroup Product $17,543.20 Subtotal 131 Page: 12 of 14 RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options Tag 1 Additional Tables and Chairs 16.1 TGNAPB Torsion on the Go Armless Chair,Poly Back /Upholstered Seat 32 $229.44 $7,342.08 j _ I c rsic n/(' ,o I i crnc Cohl Torsion /Go Upholstery I o I 3 I;c,ic nnlnccd (STD) CA 117 Foam and Fabric 131; .< /NFR Torsion /Go Upholstery 1 1 I'crll m. I lhnc 1 lm, r;lci)on I joly f c, ci h I3nck .loho Pallas Fabric Group P1 I o I 3 I;ct(( rnlncd I o I 3 I;ct(( rnincd I o I 3 I;c,ic rrnincd GRPP1 131; .< 131; 131; 16.2 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I doo Cohl 8 I o I 3 I;c,ic rrninccd 131; .< $418.28 $3,346.24 J �- wYzc.c,liosh I �,;: l io �,lc I I �o Oc,icnnlnccd " I c Il c Oc,ic nnlnccd 1131; Base Option 4 black casters w /white hub caps (2 /4CW locking) Modesty Panel Option No fabric modesty panel -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option No grommet /no PowerUp -NG Wire Management Options No wireway -NW 16.3 HUN2472 -74P Hurry Up Tbls,Flp- Tp- Nst,24x72 ",Rect,74P Edge I doo Cohl 8 I o I 3 I;c,ic nninccd 131; .< $485.29 $3,882.32 Jv �- wYzc.c,liosh I �,;: l io �,lc I I �o Oc,icnnlnccd " I c Il c Oc,ic nnlnccd 1131; Base Option 4 black casters w /white hub caps (2 /4CW locking) Modesty Panel Option No fabric modesty panel -NMP Ganging Ganging kit (only on 74P, 64E, ME, 34S /G edges) Grommet or PowerUp Option 1 Module middle position (includes wire /M1 M mngmnt) I jc v"ei Up Jodu c color I o I 3 I;c,cc nninccd 131; < 16.4 NXTIF.108 Next Connect Infeed - 108" Cord 2 $67.01 $134.02 r� 16.5 NXTRPTIT.12 Next Connect Module And Attachment Bracket 8 $42.64 $341.12 uT 16.6 NXTJP.77 Next Connect Jumper, 77" Length 6 $30.46 $182.76 16.7 HUTR72.FN Hurry Up Trough for 72" Table 8 $89.50 $716.00 x„ Trough Only S13548378 Tag 1 WorkGroup Product $15,944.54 Subtotal Additional Tables and Chairs Page: 13 of 14 RUOTATION CREATED 7/11/2012 Product options that must be determined (aka TBDs) exist and must be selected prior VALID THROUGH 8/31/2013 to purchase order submittal. These items are notated in the far right column with ( ?) Prepared By Amanda Paque Quote Filename City of Denton: Joint Training Facility - 12AJP- 138646/C Line Model Qty. Sell Price Extended Total TBD Options Tag 1 Installation 17.1 Installation Installation provided by KI Corporate Services 1 $8,768.70 $8,768.70 Installation services Based on Standard /SCA wages - Standard /SCA performed during regular business hours No] age Available (7:OOam - 5:OOpm) Monday- Friday Project to be completed in one complete and continuous phase Cost includes all waste removal from site . KI not responsible for connection of phone and data lines to the building Additional charges may apply when unusual unloading conditions exist Failure to comply with any of the above will result in additional costs Tag 1 WorkGroup Product $8,768.70 Subtotal Installation Product SubTotal: $140,407.29 Estimated Sales Tax: See Note Below Quote Total: $140,407.29 Images shown above are intended for approximate visual reference only and may not represent the exact models, numbers, descriptions or options selected. Refer to the model number /descri tion /o tions shown for full product specifications. Sales Tax (For Shipment within the United States Only): Estimated sales /use tax will be calculated when order is entered. It is the customers's responsibility to pay any applicable sales /use tax due upon invoicing. A customer will not be charged sales tax if (1) a Resale Certificate, (2) an Exempt Organization Certificate, or (3) a Direct Pay permit is on file with KI's Finance Department. If no certificate is on file, the appropriate sales /use tax rate in effect at shipment will be applied and tax will be added to the customer's invoice. Page: 14 of 14 ORDINANCE NO. AN ORDINANCE AWARDING A CONTRACT UNDER THE TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) PROGRAM FOR THE PURCHASE OF FURNITURE FOR THE CITY OF DENTON JOINT PUBLIC SAFETY TRAINING FACILITY AS AWARDED BY THE STATE OF TEXAS (CONTRACT TXMAS -3- 7110400); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5290- FURNITURE FOR JOINT PUBLIC SAFETY TRAINING FACILITY AWARDED TO KRUEGER INTERNATIONAL, INC. IN THE AMOUNT OF $140,407.29). WHEREAS, pursuant to Resolution 92 -019, the Texas Procurement and Support Services Division has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the Texas Procurement and Support Services Division at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The materials, equipment, supplies, or services, shown in the File Number listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5290 Krieger International, Inc. (KI) $140,407.29 SECTION 2. By the acceptance and approval of the above numbered items set forth in File 5290, the City accepts the offer of the persons submitting the bids to the Texas Procurement and Support Services Division for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Texas Procurement and Support Services Division, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in File 5290 wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Texas Procurement and Support Services Division, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Texas Procurement and Support Services Division, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5290 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY n-M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4 -ORD -File 5290 Cour �sei3O Agei,Aa V AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 Questions concerning this acquisition may be directed to DEPARTMENT: Materials Management Mike Beutner 349 -7900 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase and installation of an audio and video system for the City of Denton Joint Public Safety Training Facility; providing for the expenditure of funds therefor; and providing an effective date (RFP 5267- awarded to Lantek Communications in the not -to- exceed amount of $267,955.48). RFP INFORMATION The Denton Area Public Safety Training Facility is a public safety training center for the Denton Police and Fire Departments. The facility will also serve as the training center for the Denton County Sheriff's Department under a five (5) year lease. Tasked with providing public safety training courses to law enforcement and fire personnel throughout the area, the facility will feature four classrooms, six offices, a meeting area, a break room, a library, a defensive tactics room, a cardio /fitness /weight room, a locker room with restrooms and shower facilities, storage space, and two driving simulators. The facility will be located in the east end of City Hall East and constriction is currently underway. In 2008, the Police Department applied for a grant from The Department of Justice, Office of Community Oriented Policing. The Department was awarded a grant for "equipment and technology" in the amount of $350,738 to furnish the classrooms and offices with "state of the art" training equipment and technology. The grant funds are not permitted to fund direct constriction. The grant was approved and therefore, the entire amount of this purchase of audio and visual equipment will be funded by the grant. The remainder of the grant will be used to purchase several miscellaneous items for the Training Facility including computers, data drops, and equipment for Wi -Fi connectivity. On May 30, 2013, the City issued a Request for Proposal (RFP) 45267 soliciting proposals for the purchase and installation of the audio and visual equipment for four (4) classrooms, a conference room, a data control room, fitness room, and common areas. The equipment will offer the following features: lecture capture abilities, microphones and speakers, and a master audio /video rack that will allow the output of each room to be shared with other rooms. The room combining feature will allow the same lecture and instruction to be shown in multiple classrooms simultaneously. The scope of work in the RFP also required that the selected supplier assist and supervise the City- designated system operators training, to ensure full capabilities of the system can be utilized. Agenda Information Sheet August 6, 2013 Page 2 RFP INFORMATION (CONTINUED) Submissions under this RFP were due Tuesday, June 18, 2013. Standard purchasing procedures were followed to solicit the proposals. The RFP was sent to 198 prospective suppliers. In addition, the notice was advertised in the local newspaper, and the specifications were placed on the City of Denton Materials Management website for prospective suppliers to download. Seven (7) responses were received meeting the minimum qualifications (Exhibit 1). Five (5) of the seven (7) responses were Texas proposers. There were no Denton respondents to the RFP. Evaluation of individual submissions was based on the following scoring criteria: a) Delivery Timeframe (FACTOR: 15 %). The delivery time frame far goods after receipt cif order (A.RO). b) Compliance with Specifications, Quality, Reliability, Characteristics to meet stated or implied needs and indicators of probable performance under contract (FACTOR 35 %) Compliance frith the stated Specafication(s), coupled frith the quality and reliability of the goods and services, such as fitness for use that meets or exceeds customers expectations, and the characteristics of the product or service that beat' on its ability to meet the stated implied needs. Indicators of probable performance, financial resources and ability to pet °form, experience or demonstrated Capability and responsibility, references, and ability to provide reliable maintenance and technical support. c) Price, Total Cost of Ownership (FACTOR: 50 %). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. A selection committee consisting of Police Department, Fire Department, Technology Services, and Materials Management (advisory only) staff was established to evaluate the submitted proposals using the stated criteria. The specifications allowed one to two inches of varied dimensions to be proposed due to the various architectural designs of the rooms. One respondent proposed a significant change in the screen size, which would impose a challenge to fit within the design of the rooms. Two of the seven respondents did not indicate any warranties being offered in their proposal. Lantek Communications (Lantek) offered a three (3) year service warranty on all equipment provided and installed by Lantek. As a part of their service warranty, Lantek, who is located in the Dallas -Fort Worth metroplex, will respond onsite within 48 hours and get the audio and video system back into full service within a reasonable time. In addition to the three (3) year service warranty, the equipment installed by Lantek will be under a five (5) year equipment warranty. No other respondents offered this level of warranty coverage in their proposal. Agenda Information Sheet August 6, 2013 Page 3 RFP INFORMATION (CONTINUED) A Best and Final Offer (BAFO) procedure is allowed in accordance with the provisions of Texas Local Government Code 252.044. Lantek's BAFO proposal is $3,050 less than the original proposed amount. In addition, Lantek offered the shortest turn -key delivery, installation, testing, and training period. The proposal submitted by Lantek Communication has been determined to provide the best value for the City. RECOMMENDATION Staff recommends the award of the purchase of audio and video equipment from Lantek Communications in the not -to- exceed amount of $267,955.48. PRINCIPAL PLACE OF BUSINESS Lantek Communications Grand Prairie, Texas ESTIMATED SCHEDULE OF PROJECT The installation of the equipment is estimated be completed by September 30, 2013. FISCAL INFORMATION Funding for the purchase of this equipment will be provided by the Department of Justice, Office of Community Oriented Policing Grant 2008 -CKWX -0806. 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Z , a a p 0° x M M 0 V a d 0 a V ti o w W a D 0 K W F LL u O - w N 0 O v a o o o o o o v d T d O m K E Q V b� W O O O O N O q y y N O o N d` a N ° I o � ry � a � v k m w n O a w O O O O o O ,, m j a� o m u o� d` c 7 a 0 w x o N O a a' E v x m > � v v o� z 06 v v o a 0 � E Y o v `o , c u o 3 O O v U z E QQ ° ° _ 0 K a � m� a vT o _ v E w . Z , a a p 0° x M M 0 V a d 0 a V ti o w W a D 0 K W F LL u O - w N 0 O v a LL / 3 � ) | \ ) s / J o / � 3 � a � \ � ) ; ) � 2 ; f � ) � LO . & � T � \ \ � U) \< \ \< � § j co 6 1.�j \ ( / c zm;; \ \ [ ssss [ u u t ::,/ \ \ \ \�\ \\ \ \ � \ ) % I o w I % o o LL / 3 � ) | \ ) s / J o / � 3 � a � \ � ) ; ) � 2 ; f � ) � LO . & � T � \ § §0 = ) §§ §) § w555 § § -,: 2 r-E §::: 5 § R � } � | § � \ L ) ( \ \ § ) \ \ 5 5 \ � \ � \ ( \ \ \ \ u u § §0 = ) §§ §) § w555 § § -,: 2 r-E §::: 5 § R � } � | § � \ L ) ( \ \ § ) \ \ 5 5 § & § B § \ \ ) § & § B § LL / 3 � ) | \ ) \ / J » / � ) 2 Lo a. � & ! / o ) ( 000 2/000 i Exhibit 2 RFP 5267 - Evaluation Audio and Video System Final Ranking /Score Lantek Communications 93.07 1st Broadcast Works 86.69 2nd Summit Integration Systems 80.68 3rd Videotex Systems, Inc. 75.83 4th Exhibit One 73.82 5th Visual Systems Group, Inc. 70.32 6th Digital Resources, Inc. 66.63 1 7th i.� O is C. 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N 1^ R N � 1� ,Lh V 0 = o O O = O E O v V d R O � O b M C �1 U a` � O b a a O O O O O O a 00 bq 69 69 _ d _ v� M w (� U IXi U 6 cc E N O d U _ O ` U 0 � s o O M W T � V O U d O U co 'n M O 0 0 0 d Y O z N� W U> Y U V] O O 7 = O O 9 0.i m o Q 9 o a c _ U L ro ro ro QI y E r O O O O y b b b 4d M H � ,-• � N� M R C C C /i O. `Q R U p Gb L O ti a U O O CY a y 1�1 � L U U � Ow n U � � � � U O V] � W Pr 414, � a AA`o O U 00 L O ti O a U T � o W a y r- U IXi U 1�1 � IS U U 1 R Q co E � o O o � O a O co O N U d o 0 o U r V N m f O N c o 0 o N c � I � N M O O O M 'O _ d W OO N U IXi U F �NEo OO 9 � N 0 U � o i V O D R L yD o _ O W MM N O Li U /T � U d O O � 0 O 0 O 00 00 O b Y O z N� W U> Y U V] O O 7 0.i m o Q 9 o a c 7 U L ro ro ro QI y O O O y b b b d 21 21 21 0 F W F O U P W L O ti O a U T � o a y U 1�1 � IS U U 1 a N a A A c T M 0 a y w (� U IXi U U W U o `o ' U CL 0 r� o C7 � E o o � 0 N U d pp o 0 0 Y O z Nc W U> Y U V] O O 7 0.i m o Q 9 o a c 7 U V ro ro ro QI p) U O O y b b b d 21 21 21 0 T � o a y U ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE AND INSTALLATION OF AN AUDIO AND VIDEO SYSTEM FOR THE CITY OF DENTON JOINT PUBLIC SAFETY TRAINING FACILITY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5267- AWARDED TO LANTEK COMMUNICATIONS IN THE NOT - TO- EXCEED AMOUNT OF $267,955.48). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase and installation of an audio and video system for the City of Denton Joint Public Safety Training Facility in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5267 Lantek Communications, Inc. $267,955.48 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5267 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4- 0RD -RFP 5267 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LANTEK COMMUNICATIONS (RFP #5267) THIS CONTRACT is made and entered into this day of 1 1 +" A.D., 2013, by and between Lantek Communications, a corporation, whose address is 780 North Great Southwest Parkway, Suite 100, Grand Prairie, Texas 75050, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP #5267 — Purchase and Installation of Audio and Video System for Public Safet " °rainin g Facilit a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) City of Denton's RFP 5267 (on file at the office of the Purchasing Agent) (b) Standard Terms and Conditions (Exhibit "A ") (c) Special Terms and Conditions (Exhibit "B ") (d) RFP 5267 Technical Specifications and Scope of Work and Supplier's Statement of Work (Exhibit "C ") (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D ") (f) Supplier's Response to RFP 5267 - Best and Final Offer (BAFO) Pricing (Exhibit "E ") (g) City of Denton's Insurance Requirements (Exhibit "F ") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5267 Page 1 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY of PHONE NUMBER FAX NUMBER CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: RFP 5267 Page 2 Exhibit A Contract #5267 Standard Terms and Conditions Exhibit A City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5267 Page 3 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation RFP 5267 Page 4 charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of- i. delivery of defective or non - conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE -OUT: RFP 5267 Page 5 A. If a DBE /MBE /WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Supplier as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. RFP 5267 Page 6 C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY- PRICE: A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Supplier shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. RFP 5267 Page 7 B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and RFP 5267 Page 8 may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the RFP 5267 Page 9 subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. RFP 5267 Page 10 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole orjoint ownership of any such deliverables arising by virtue of the City's sole orjoint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made - for -hire, the Supplier hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made- for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. RFP 5267 Page 11 C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it RFP 5267 Page 12 being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken RFP 5267 Page 13 provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or RFP 5267 Page 14 (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. httD: / /www.access. eDo. ¢ov /davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any RFP 5267 Page 15 performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Supplier shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 5267 Page 16 Exhibit B Contract #5267 Special Terms and Conditions Exhibit B Special Terms and Conditions A purchase order will be issued upon final execution of the contract documents and Department of Justice's grant funding approval. The purchase order will serve as the notice to proceed with the order of the material. This is a one -time purchase agreement based upon the quantities and pricing in Exhibit E. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Total Contract Amount The contract total shall not exceed $267,955.48. Pricing shall be per Exhibit E attached. The total includes a three -year service warranty, as described in Exhibit C. Delivery and Installation Delivery of material shall be ten (10) business days after receipt of the purchase order, or as otherwise instructed by the equipment project manager. The City shall reserve the right to amend the onsite delivery date, as needed to coordinate with the Public Safety Training Facility's construction schedule. Delivery shall be coordinated with the City's construction and equipment project managers prior to the delivery date. The audio and video equipment and their associated accessories shall be installed by the end of September 2013, with the scheduled demonstration and training sessions immediately following thereafter. RFP 5267 Page 17 Exhibit C Contract #5267 RFP #5267 Technical Specifications and Scope of Work Supplier's Statement of Work CITY OF DENTON RFP FOR PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS The scope of work and /or technical specifications shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and /or technical specification below. It is anticipated that the scope proposal submission will include, at a minimum, the following: Required audio /video products for four (4) meeting /class rooms: Projection a. One (1) minimum size of 78 "x156" fixed projection screen shall be installed on a designated wall. The screen will be installed on the wall approximately one foot below the 14 foot ceiling. The bottom of the screen shall be approximately 6.5 feet above the floor, allowing the instructor not to obstruct the audience's view of the screen. A owner - furnished marker board will be installed below the projection screen. • The screen shall be permanently mounted to the wall. The screen shall be matte white to maximize the audience's viewing angle. b. One (1) 7000 ANSI lumen 1080p projector shall be installed onto the ceiling and aligned to project on the fixed screen. Each projector must include a spare lamp and filter. Smart LCD a. One (1) minimum size of 70" interactive touchscreen whiteboard with built -in PC shall be installed on a portable stand. The attached PC will connect to both the touchscreen and projection system. Lectern a. One (1) portable multimedia lectern shall be installed into each meeting room. This lectern will hold the majority of the audio /video equipment inside the lectern. The lectern shall be connected to the wall through the use of a series of color coordinated connectors. All connectors shall be bound together in a single on -floor cord protector of at least twenty (20) feet in length. Lectern shall be approximately 40" wide, 30" depth, and 48" tall. The lectern shall accommodate, on the outside, a 19" (minimum) widescreen touch monitor, a 9" (minimum) touch panel controller, and their associated accessories. The lectern shall include sufficient space to accommodate the instructor's class material and a laptop PC on top of the lectern. PAGE 1 OF RFP #5267 EXHIBIT 2 CITY OF DENTON RFP FOR PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY b. One (1) minimum size of 19" widescreen touch monitor will be installed into the multimedia lectern. This monitor will provide the user a mirror image of what is shown on the projector, but also allow the user to annotate onto the live video source. c. One (1) minimum size of 9" touch panel controller shall be installed into the multimedia lectern. This will allow the user to control the audio /video in the room. A custom user interface will be created for City of Denton. d. One (1) gooseneck microphone shall be installed onto the lectern. e. One (1) commercial grade blu ray DVD player shall be installed inside each lectern. This unit shall have a RS232 (a.k.a. DB -25) control and ten High- Bandwidth Digital Content Protection (HDCP) keys. • DB -25 connector: a series of standards for serial binary single -ended data and control signals connecting between DTE (data terminal equipment) and DCE (Data Communication Equipment). Q aedeneco °o . �- �000000aocoa aoe A DB -25 connector as described In the 6-1 RS -232 standard f. One (1) document camera shall be provided. g. One (1) auxiliary video patch panel /cubby shall be installed. The auxiliary video patch panel shall be accessible to the outside of the lectern. VGA with audio, HDMI input, USB, and power. h. One (1) annotation processor shall be installed inside the lectern. This device has two video outputs. The first output is sent to the 19" touchscreen LCD on the lectern, giving the user annotation controls. The second video output is sent to the projector /LCD. I. One (1) digital video matrix switcher /control system shall be installed inside the lectern. This will switch between the various video sources. Output of the switcher will be connected to the projector, lectern capture, and master switcher that feeds all the other rooms. Video Sources Blu Ray DVD HDMI OFE Lectern PC HDMI 70" (minimum) Interactive Whiteboard LCD HDMI Auxiliary VGA Auxiliary HDMI Document Camera OFE Apple TV j. The lectern shall include a locking mechanism to secure the equipment stored inside the lectern. One (1) owner - furnished PC shall be installed inside the lectern. City provided computers will have an HDMI video card.* PAGE 2 OF RFP #5267 EXHIBIT 2 CITY OF DENTON RFP FOR PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY Four (4) owner - furnished digital cable tuners shall be installed inside the lectern. This will allow each room to receive cable TV.* Lecture Capture a. One (1) Pan Tilt Zoom (PTZ) camera shall be installed in the rear of the room and aligned to the lectern location. b. One (1) lecture capture recorder shall be installed into the lectern. This device will be connected to the PTZ camera and output of the video switcher, recording both the Video and Content in a picture in picture format. The user simply inserts a USB drive into the front of the device and presses record. Once complete, the user presses stop, and removes the USB drive. This device can also be set up to record to a network drive location. Audio a. Eight (8) ceiling speakers shall be installed into a drop tile ceiling. b. Four (4) subwoofers shall be installed into the drop tile ceiling. c. One (1) wireless handheld microphone shall be provided. d. One (1) wireless beltpack transmitter with headset shall be provided. e. The user will be able to select all the microphones to be used into one room, or many combinations thereof. If there is a large event in one of the training rooms /classrooms, the user can use the wireless microphones from the other classrooms by accessing the advanced menu of the control system. • Each room will be assigned to have two wireless microphones, which shall be switchable to any of the four classrooms. All eight microphones shall work in one classroom, if necessary. A floorplan showing the classroom locations is provided as Exhibit 3. Data Communications Room Master Audio /Video Rack a. One (1) audio /video rack shall be installed inside the communications room. b. One (1) control system processor shall be installed in the master audio /video rack. c. One (1) minimum size of 16x16 digital video matrix switcher shall be installed in the master audio /video rack. This allows the output of each room to be shared with other rooms (room combining). • Room combining will allow trainers to simultaneously show a presentation from one classroom in the other classrooms, i.e. when the movable walls (indicated with a dotted line on the floorplan) are opened, the same presentation will be on the other classroom displays. There will be situations where an overflow of trainees will be sitting in other classrooms. The presentation will be transmitted into those rooms. PAGE 3 OF RFP #5267 EXHIBIT 2 CITY OF DENTON RFP FOR PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY d. One (1) digital signal processer system shall be installed in the master audio /video rack. This device is a digital audio mixer that allows the engineers to program EQ, volume limiters, and more. e. One (1) 8- channel digital wireless microphone receiver shall be installed into the master audio /video rack. Remote antennas for the receivers shall be installed in the training rooms. f. Two (2) audio amplifiers shall be installed in the master audio /video rack. Conference Room a. One (1) minimum size of 52" LCD display shall be provided and installed on the wall with cables running to the owner - furnished conference table. b. Two (2) minimum size of 36" LCD displays shall be mounted to the wall in the conference room. The displays shall have cables running to the owner - furnished conference table. c. The owner - provided conference room table will come with wire management and connection points to allow the user to connect a laptop or video source to the displays (laptop /video source will be provided by the user, as needed). Three (3) user input connections shall be installed into the user - provided conference table (VGA with audio /HDMI, USB, and power). This will allow the user to connect his /her laptop or video source to the displays (laptop will not be provided by the contractor). d. One (1) minimum size of 5.7" desktop touch screen shall be installed on the conference table for user control. This will allow the user to connect a desired input to a desired display and control volume. Note: The conference room is labeled as "Workroom, Room 116" on the provided floorplan (Exhibit 3),. Common Areas a. Five (5) minimum size of 47" LCD displays shall be wall mounted in desired areas (two in fitness room, two in break room, and one "Dynasign" display. Each display includes built in speakers and tuner. *See below for additional information. b. One (1) minimum size of 6" in wall touch panel shall be installed into the wall inside the break room. This will control the mounted displays volume, channel selection and power. Miscellaneous a. Construction of the public safety training facility has begun. The selected vendor will be expected to coordinate his work schedule with the City's General Contractor as well as other sub - contractors, as required. PAGE 4 OF RFP #5267 EXHIBIT 2 CITY OF DENTON RFP FOR PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY b. A floorplan is provided, as Exhibit 3, to indicate the location and the dimensions of the classrooms /meeting rooms, conference room (a.k.a. workroom), common areas, and the data closet. c. The dimensions for the equipment listed in these specifications are not firm. The sizes may be varied within one to two inches of the specified dimensions. *City will provide: • Four PCs with HDMI card installed into classroom lecterns • Four (4) owner - furnished digital cable tuners shall be installed inside the lectern. This will allow each room to receive cable TV. The digital cable tuners will be provided by the owner for the LCD displays to be installed in the common areas. • Dynasign — City of Denton's billboard system, which informs the viewers the exact location where each event being held. Contractor will provide: • All cabling associated with each equipment being provided under this contract. • All necessary testing to ensure the full compliance of all specifications agreed upon under this contract. • Training session(s) at the completion of the installation. At the training session(s), address all training - related questions that are asked by system operators or interested parties. o Assist and supervise the City- designated system operators in a full run - through to acquaint them with "hands on" operation of the equipment. ■ Ensure satisfactory demonstration by the City- designated system operators of the intended use of the installed equipment. PAGE 5 OF RFP #5267 EXHIBIT 2 Purchasing Department 901 -B Texas St. Denton, TX 76209 (940) 349 -7100 www.dentonpurchasing.com ADDENDUM #1 RFP #5267 For PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR THE CITY OF DENTON'S PUBLIC SAFETY TRAINING FACILITY Issue Date: June 7, 2013 Response due Date and Time (Central Time): Tuesday, June 18, 2013, 2:00 p.m. RFP #5267 RFP #5267 CITY OF DENTON'S RESPONSE TO SUBMITTED QUESTIONS 1. There were not any specifications about the lectern shape, finish, type of wood, laminate & etc ... any idea about that? The shape of the lectern is defined by the dimensions. It needs to be dark wood laminate with black trim. 2. Can you give me the make and model of the owner furnished PC that will reside in the lectern? Dell Optiplex 7010 3. Lectern (page 1) a. The lectern shall accommodate, on the outside, a 19" (minimum) widescreen touch monitor. Question is what does "on the outside" refer to ... does the monitor need to be flush mounted in the lectern or sit on top of the lectern? Flush mounted f. (page 2) Where do you want the document camera to reside (inside the lectern on pull -out drawer)? Yes, inside the lectern on a pull out drawer. 4. Lecture Capture (page 3) a. PTZ camera Do you need to control the pan- tilt -zoom of the camera at various times or will the camera always be fixed on one position? Yes, it will have to be adjusted occasionally. 5. Data Communications Room (page 3) C. There will be situations where an overflow of trainees will be sitting in other classrooms. The presentation will be transmitted into those rooms. Does "other classrooms" refer to the four meeting /classrooms where the four lecterns will be located or are there other classrooms that need to see the information? Yes RFP #5267 6. Conference Room (page 4) Do you want the ability to display any source on any one of the three displays or just one source to all three displays? Both. Any source to any one of the displays or one source to all three. Example: Three different laptops could be hooked up and displayed on the different displays, or one could be hooked up and shown on all three, if necessary. Also regarding the Conference Room, how will the cables be routed from the conference table to the displays.., floor core with conduit provided by others? Across (on top of) the floor with the appropriate safety on -floor cord covers. 7. I was looking at the Exhibit 1 pricing spread sheet and noticed that there are no line items available for materials (e.g. wire, connectors, miscellaneous hardware and etc.) and for the cost of submittal documents (labor and materials)! How should I show the cost for those items? A new line item (Item #31) has been added to the attached revised pricing sheet (Exhibit 1) for miscellaneous wiring, connectors, hardware, etc., as needed to complete the project. 8. I was looking at the projection screens for the four classrooms and the size listed (78 "x156 ") is not the correct screen ratio in respect to the requested 1080p projector. A 1080p projector is 16:9 aspect ratio so a standard screen that is 78" high would be 139" wide ! The specifications for the classroom projection screens contain a typo in regards to the 16J aspect ratio dimension. The City desires a 160" diagonal, which would be met with the equivalent dimension of 78" x 139 ". 9. Conference Room c. The owner - provided conference room table will come with wire management and connection points to allow the user to connect a laptop or video source to the displays (laptop /video source will be provided by the user, as needed). Three (3) user input connections shall be installed into the user- provided conference table (VGA with audio /HDMI, USB, and power). Question is are the connection points already provided in the table for the VGA with audio /HDMI, USB and power? The table will be ordered with power supply and will have ports for the HDMI, USB, VGA and audio. The table will have wire management features running up or through the legs, but with no actual cables other than power. The ports will be inset into the table top and either of the pop -up or tubby variety depending on which table we decide on. The AV vendor will be responsible for running the cabling to the ports in the table. DENTON Purchasing Department 901 -B Texas St. Denton, TX 76209 (940) 349 -7100 www.dentonpurchasing.com ADDENDUM #2 RFP #5267 for PURCHASE AND INSTALLATION OF AUDIO AND VIDEO SYSTEM FOR THE CITY OF DENTON'S PUBLIC SAFETY TRAINING FACILITY Issue Date: June 13, 2013 Response due Date and Time (Central Time): Tuesday, June 18, 2013,2:00 p.m. RFP #5267 RFP 05267 CITY OF DENTON'S RESPONSE TO SUBMITTED QUESTIONS Page 2, Lectern, Section e. 1. Is a commercial Blu- ray /DVD player with an industry standard 9 -Pin RS -232 connection acceptable? Yes, the industry standard pin connections will be acceptable. The contractor will be responsible fir all of the corviections between the equipment and may use the most suitable connections for the equipment provided by the contractor. Page 2, Lectern, Section i. 1. Should the video sources list include Digital TV Tuners that were listed on Page 5 where it's stated that City will provide digital cable tuners to be installed in the training room lecterns? Yes a. Can these be located in the master control room as long as they are controlled by the local touch and be sourced to each room individually? Yes, as long as they can be controlled from the individual classrooms. 2. Should the video sources list include Digital Signage? Will there ever need to be the need to display digital signage on the projectors in the training rooms? No Page 3, Audio. 1. Is it expected to install eight ceiling speakers and four ceiling subwoofer in each training room? Yes Page 4, Master Audio/Video Rack, Section e. 1. States that one 8- channel digital wireless microphone receiver shall be installed into the master audio /video rack. Is it acceptable to have two four channel digital microphone receivers if we can provide the same performance and functionality? No RFP #5267 Page 5, Miscellaneous, City will provide: 1. Will the city IT department be providing LAN drops for the lectern PC's in the training rooms? Yes 2. How many Dynasign players will be provided and where will they be located? One, in the main entry corridor 3. What type of AN source will the Dynasign provide? HDMI, VGA? Both, VGA and HDMI 4. Does the City have designated AN Staff for this training facility? Who will provide on -site assistance to instructors and guest presenters? Yes, the training section of the Police Department will Handle that. SCOPE OF WORK Meeting Rooms: Projection a. Four (4) 78 "x139" fixed projection screens shall be installed on the wall. ( 11.5ft wide and 6ft tall ) b. Four (4) 7000 ansi lumen 1080p projectors shall be installed onto the ceiling and aligned to project on the fixed screen. This includes a spare lamp and filter. i Smart LCD a. Four (4) 70" interactive touch screen /whiteboard with built in PC shall be installed on the wall. The attached PC will connect to both the 70" touchscreen and projection system. b. Four (4) digital media HDMI /VGA transmitters shall be installed into the wall. One in each training room. j This will connect the 70" interactive rolling display to the projector system. Alternatively, this wall input will allow for laptops or other VGA /HDMI sources to connect to the system. Lectern a. Four (4) multimedia lecterns shall be installed into the meeting room. This lectern will hold the majority of the audio /video equipment. The lectern shall be connected to the wall via a series of color coordinated connectors. b. Four (4) 19" widescreen touch monitors will be installed into the multimedia lectern. This monitor will provide the user a mirror image of what is shown on the projector, but also allow the user to annotate of the live video source. c. Four (4) 10" Crestron touch panel controllers shall be installed into the multimedia lectern. This will allow the user to control the audio /video in the room. A custom user interface will be created for City of Denton. d. Four (4) gooseneck microphones shall be installed onto the lectern surface. e. Four (4) owner furnished PCs shall be installed inside the lectern. We recommend an HDMI video card,: f. Four (4) blu ray DVD players shall be installed inside the lectern. i g. Four (4) owner furnished cable TV receivers shall be installed inside the lectern.. h. Four (4) document cameras shall be provided i. Four (4) auxiliary video patch panel /cubbys shall be installed. VGA with audio and HDMI input, USB extension from the computer and power, j. Four (4) annotation processors shall be installed inside the lectern. This device has two video outputs. The first output is sent to the 19" touchscreen LCD on the lectern, giving the user annotation controls. The second video output is sent to the projector. N o� „.,m Lantek Communications k. Four (4) Crestron digital video matrix switcher /control systems shall be installed inside the lectern. This will switch between the various video sources. Output of the switcher will be connected to the projector, lectern capture, and master switcher that feeds all the other rooms. Blu Ray DVD HDMI Cable Box HDMI OFE Lectern PC HDMI 70" Interactive Whiteboard LCD HDMI Auxiliary VGA Auxiliary HDM Document Camera OFE Apple TV Lecture Capture a. Four (4) Crestron Pan Tilt Zoom cameras shall be installed in the rear of the room and aligned to the lectern location. b. Four (4) Crestron Capture HD recorder shall be installed into the lectern. This device will be connected to the PTZ camera and output of the video switcher, recording both the Video and Content in a picture and picture format. The user simply inserts a USB drive into the front of the device and presses record. Once complete, the user pressed stop, and removes the USB drive. This device can also be set up to record to a network drive location. Master Audio /Video Rack a. One (1) audio /video rack shall be installed inside the communications room. b. One (1) control system processor shall be installed in the master audio /video rack„ c. One (1) 16x16 digital video matrix switcher shall be installed in the master audio /video rack. This allows the output of each room to be shared with other rooms. ( room combining ) This switcher frame shall be populated with the appropriate input and output cards to accommodate the video sources and destinations. d. One (1) digital signal processor system shall be installed in the master audio /video rack. This device is a digital audio mixer that allows the engineers to program EQ, volume limiters, and more. e. One (1) 8- channel digital wireless microphone receiver shall be installed into the master audio /video rack. Remote antennas for the receivers shall be installed in the training rooms. This includes the necessary antenna system. f. Two (2) audio amplifiers shall be installed in the master audio /video rack. These power the speakers. Audio a. Thirty Two (32) Crestron ceiling speakers shall be installed into the drop tile ceiling. (8) in each training room. b. Sixteen (16) subwoofers shall be installed into the drop the ceiling, (4) in each training room, c. Four (4) wireless handheld microphones shall be provided. (1) for each training room. d. Four (4) wireless beltpack transmitters with headset shall be provided. (1) for each room. Lantek Communications A * ** Note * ** as a special feature, the user can select all the microphones to be used into one room, or many combinations thereof. If there is a large event in training room #1, the user can use room #2, 3, 4, wireless microphones by accessing the advanced menu of the control system. Conference Room a. One (1) Sharp 52" LCD display shall be provided and installed in the front credenza of the room. b. Two (2) Sharp 36" LCD displays shall be mounted to the wall in the conference room. c. Three (3) user input plates shall be installed. ( VGA with audio/ HDMI ) This will allow the user to connect his /her laptop or video source to the displays. d. One (1) 7" Crestron desktop touch screen shall be installed in the room for user control. This will allow the user to connect a desired input to a desired display and control volume. Common Areas a. Five (5) Sharp 47" LCD displays shall be wall mounted in desired areas. Each display includes built in speakers and tuner. b. One (1) 7" Crestron in wall touch panel shall be installed into the wall inside the break room. This will control the mounted displays volume, channel selection and power. Lantek Communications 5 COST SUMMARY AND TERMS PROPOSED TOTAL: See Exhibit One, referenced in City of Denton RFP # 5267 TERMS: 100% upon completion. All invoices are due Net 30. PRICE The price stated above for this project is based upon the complete system being purchased and installed at one time. In the event the Customer selects to purchase less than the total project, delays purchase of any portion of the system, requires that the system be installed in phases, or delays the installation, Lantek reserves the right to charge for additional labor, travel, and overhead. The price is valid for 60 days from the date of this proposal. INSTALLATION INITIATION Lantek must receive the signed contract, and a Purchase Order or down payment prior to the contract being initiated by Lantek. Without the signed contract, purchase order or down payment being received by Lantek, no work on the contract will begin, including the purchase of equipment and scheduling the work crews for installation. CHANGES: Any Customer Change Orders (CCO) must be approved in writing by the customer prior to execution by Lantek and are subject to the credit terms of this agreement. INSTALLATION SCHEDULE 1. We estimate that the actual on -site installation of your project will take 20 days. In addition to the installation, Lantek will create system drawings, purchase the equipment, assemble the equipment in our staging lab, program the control software as required and do in -shop testing. This work will take approximately 3 weeks prior to the beginning of actual installation at your facility. The total time required to complete the project will be approximately 12 weeks. Lantek schedules its work force weeks in advance in order to meet the installation completion dates of all of its customers. As a consequence, it is vital that the Customer notify your Lantek Project Manager in the event there is a change in the schedule or the Customer's other contractors fall behind in completing their portion of the work. If these delays cause labor overages for Lantek, the customer is responsible to pay for those labor overages in addition to the proposed total. Lantek Communications D1 LANTEK COMMUNICATIONS GUARANTEES THE FOLLOWING: All work completed by Lantek Communications, Inc. will meet or exceed the following standards published by the American National Standards Institute and the National Electrical Code: 1) American National Standards Institute (ANSI) 2) The Construction Specifications Institute (CSI) 3) BICSI 4) InfoComm International (CTS) A full time project manager will be responsible for this project and will attend all meetings associated with this project. Lantek Communications, Inc. will provide appropriate Project Management to insure a successful installation. Quality Assurance and Quality Control Inspections will be performed during the project and after the installation is complete. Lantek Communications, Inc. adopts a dynamic, innovative and participative approach to its coordinating multiple tasks with different members of an organization. Our staff is supported in the field by extensive management systems, technology and resources. This represents a commitment to quality services and successful outcomes. SERVICE WARRANTY Included with the purchase of the system, Lantek provides an onsite, 3 yr service warranty. This warranty only covers equipment that Lantek provides and installs. During the first 3 years: No Charge In the event of equipment failure during the first three year, a Lantek service technician will arrive onsite within 48 hours of receiving the service call and diagnose the issue and remove or repair the broken equipment. The broken equipment will be shipped back to the manufacturer and there it will be repaired or replaced based upon the manufacturer covered warranty. If the equipment is outside of the warranty period, Lantek shall request a quote from the manufacturer for the repair and then communicate that quote to the client before Further action is taken. Lantek shall make every reasonable effort to configure the system to work without the broken piece of equipment including but not limited to using available loaner equipment, patch cables and any other reasonable means to satisfy the clients' requirements. Lantek Communications 2. OWNER FURNISHED EQUIPMENT (OFE): a., Materials or equipment provided by the Customer /Owner (OFE), if any, to be included within the work, will be done with no warranty or guarantee by Lantek Communications. Use of OFE is solely for the convenience and benefit of the Customer. b. Lantek Communications will take reasonable care in handling OFE and will install it according to standard industry practices. Lantek Communications takes no responsibility for the operation, performance, appearance, or effects of OFE before, during, or after its integration into the system. c. The Customer is responsible for installation and registration of all software on OFE computers. Lantek Communications will provide the customer with system requirements for Lantek Communications - provided software, but the Customer is responsible for installing it on the OFE PCs and /or OFE Network. All software - related customer support shall be directly provided by the software manufacturer. INSURANCE Lantek maintains insurance coverage's that exceed industry standards. a„ Lantek Communications, Inc. utilizes "The Travelers" insurance company for all commercial business liability insurance coverage's. The Travelers maintains a minimum AM Best composite rating of "A" and a financial rating greater than or equal to XIII. b. Lantek Communications, Inc. carries Workers Compensation Insurance fully compliant with all applicable laws, both State and Federal, covering its officers, employees and agents; and Employers Liability Insurance with minimum limits of $500,000 per occurrence. c. Lantek Communications, Inc. carries Commercial General Liability Insurance (CGL) fully insuring against liability imposed by law for injury or death of any person or persons, including customer employees and third parties, or loss or damage to property with minimum limits of: a. $2,000,000 combined single limit; or b. $10,000,000 excess liability umbrella coverage for any one accident, and c. $500,000 for injury or death of each person; and d. $2,000,000 for any one accident; and e. $500,000 for property damage for any one accident Communications 8 SYSTEM TRAINING 1. STANDARD TRAINING INCLUDED: a, Lantek Communications agrees to conduct a training session at the completion of installation. All system operators or interested parties should attend this training so that all questions can be answered during this period. b. Lantek Communications personnel will assist and supervise Customer personnel in a run - through to acquaint them with "hands on" operation of equipment. SYSTEM INSTALLATION 1. EXISTING BUILDING CONDITIONS a. This proposal is based on a visual inspection of the installation site. It is agreed that some buildings may have existing design and /or construction that is not visibly recognizable and is outside of normal standard and customary building procedures. If the walls, floors or ceiling are found to be constructed in a manner that wire cannot be pulled or equipment cannot be mounted or otherwise installed without labor or materials in excess of those anticipated by both parties and proposed herein, the customer agrees to be responsible for any adjustments in the labor and materials required to perform the installation. If additional labor or materials are required, Lantek will communicate this with your designated onsite representative, provide this representative with a change order quote, and wait for further instructions on how to proceed. 2. CUSTOMER RESPONSIBILITIES: a. The Customer will provide a representative available throughout the installation to make decisions on behalf of the Customer concerning the installation. We would like to assure that communication between the Customer and Lantek Communications is accurate and responsive in the event of questions or problems that may arise during installation. b. The Customer will have a clear facility during the installation. Lantek Communications will work with the Customer to schedule the installation. Hours or days of work lost by the installation crew due to the inability to work as planned will be charged to the Customer based on the extra labor and expenses required. c. The Customer will provide a location that is prepared for the installation of electronic equipment. This includes a clean, dust free and air conditioned environment that is secure. The customer is responsible for providing a secure job site and for the cost of loss or damage to audio, video, and lighting equipment delivered by Lantek Communications to the job site. d. Lantek Communications is not licensed for and does not perform any AC electrical, carpentry, painting, masonry, or carpet laying work. In some cases, when replacing existing speakers, projectors, etc new ceiling tiles are required and must be provided by The Customer at their expense. e. Electrical AC Power: In the event that AC electrical power is required to be installed or conduit systems are required to support the audio /video systems, it is the responsibility of the Customer, at their expense, to provide complete and adequate electrical power. Lantek Communications 0 INSTALLATION SIGNOFF 1. The onsite appointed contact will be notified by Lantek Communications upon completion of the installation. 2. A demonstration of the system performance will be conducted between Lantek and the appointed contact. 3. Participants at the performance demonstration shall include personnel representing Lantek Communications and personnel representing City of Denton who are authorized to accept the system as complete and make final payment. 4. The onsite appointed contact will be asked to sign a "Customer Sign Off" form to document that the installation is complete. A copy of this form will be sent along with the Final Invoice. Sincerely, James Cole Business Development Office: 972 - 642 -9994 Fax: 972 - 642 -9993 Email: james @lantekcommunications.com Website: www.lantekcommun!cations.com Lantek Communications 10 �. iii lir N'rt Y y i n,, i �., •, °, , , p,1 ,.ar;t ° itv W N r ..,.. ,Or n r� ,rr1 ° ,�. ,'gay,. °� iW=' [rr d v���,� u ° nt , A Jr lt,. . �.. IMMI The DMPS 300 C front Crestron is a complete, high definition presentation control and signal routing solution for boardrooms, lecture halls, and videoconference rooms. Integrating the control system, nudtinledia matrix switches mic mixer, audio DSP, and amplifier all into one 3 space rack nnount package, the DMPS 300 C affords extensive signal routing flexibility and high performance signal processing without the need for separate components. Auto configuring inputs enable Plug and play Compatibility with a wide range of digital and analog sources. Built in DigitalMediaand HDBaseT "' connectivity afford a streamlined wiring solution for interfacing with remote AV sources, computers. and display devices. HD System Switcher The DMPS- 300 -C provides high- performance routing of numerous digital and analog sources to up to four separate projectors, flat Panel disPlays, codecs, touch screens, and other devices, Connectivity is provided for LIP to five HDMI sources[ ", or other combirultions of HDMI, RGB. SPDIF analog audio, and analog video sources (plus additional remote Sources via DM BG+ or HDBaseT). Input auto- detection and auto - switching elinninates the need to configure the inputs - sinlPly connect your source and the DMPS -300 -C selectsthe right audio and video combination. Built -in matrix switching allows routing of seven simultaneous sources to four different digital AV devices and three additional analog a(I(110 COMi 011e11tS. Flexible Audio Routing The HDMI, SPDIF and analog audio inputs may, I.W. Configured to follow their associated video inputs, or switched independently. In fact, the audio from any HDMI source can be extracted from the digital stream and converted to analog to feed an outboard processor, mixer, or codec, with the return signal feeding back through ally analog input, which call be embedded with any video source to form a new HDMI output. Routing of multi- chalnnel PCM, Dolby and DTS"' audio sources is supported through the HDMI aril DM BG+ outputs. The HDMI, SPDIF, and analog audio inputs include adjustable input compensation to accom nnodate a wide range of signals and nnaintain consistent volunne levels when switching between Sources. l -d n t If 'I .a i P. _ 1Tt _ ._rF. t! 'O i't P! (a_!kr_'r- 6 rtr'�7rIi P.f °r l a,_., <V. rt, .d ``iP lrt -i <. r,t _ ?l -+f� r.:fr,t fk .- 1_>(,:r It 1 -11;r1 rP4 , _, r_ , -n I I 1r - y >r,,,,r :r7 r It ir. {�)�11r + r rr a_x dr r • � j,, j If d. rcpt "7 6 rPf 1 i. "4 7 %;_ fY` %'C #t a1P h''`,r;7r_x.f ¢'rCPPL' <:.�_•j'q (I r +��1 +.1P "r 87 :rr c +:J / if +d r' ^[21 n r a•, r rt f1- c �. - :r Pr rl _r r Ir e rt.t[ ifr ( )I I7 rl w 11 ,R d. =rrf v. rt t'`;'i 11281 L °: :e_fd 11I -OfII I, It t "tt7P, r Ir ::'!BQ t pt •.�l i r_t F'PL�. r8 f 1.4 i lei_ fl t �c?•,"r Yr_ ff :kr -`.n rt .uAF =,j .7'1)41, k ( r ,,.1.t�=+t,•:::dr i v- (I i. )A,l c' < : >r r t;GU't r r_ -d ' 4 rl r z The DM T)(-200.(.,,.2G Iva DM 8G a" trari,: >uuiitter and swita;hN , that indallis in a double tAiedric,al IN)x to provide a convenient interface for conipu hers and h igh- deti�nitloi7 AV R)urces rx, part oha cx.)n1pie0e Crestron, ", Ok,,}itt�e [v1ollin" ,system. In addidwi to DIVA 8(:' �-, it i�s a:al°�° conipiatlltule with IIDBaseT°' spec:dfivatiotus, aalllowil "rg It tau Ilze connectead diirectiy 10 ttie iiiput of an H)BascT r;oniplirant clp sphy device, The DI'\4- TX- 200 -C, -2G isideaA for raiple lectern, and floor box aalrrp:lliir, atic:llns in au b wardrown, classroom, au(litorikon, or residence, It connects to the head mid or di,sl Any location using as! idle Cff5e or Crestron C)M HG c h(o, providing iiI)Ml VGA, and aila>wingt audio inputs, [Alm as q.lS113 HD ho s6: p rL Standard f,Vaig box mouinf ng allows for linstallation aaldacent I:o ava IF11hernet: pack (Crestron DI': "d -` 11 Irs,, or equivalent) for a Iota[ (X)nnectivity SxAufiiai 0l, < — ----------------------------- ---------- 1 - 1r41sm61mt I w:4 IIP7111dIA, 0,114DB,T Ci 11111 HDBaseT "' Crestron DigitalMedia 8G+ technology is designed using HDBaseTAlhiance specifiC,16011s, ensuring interoperabihity with third -party HDBaseT products. Via its DM 8G+ output, the DM- TX- 200 -C -2G can be wnnected directly to any HD &zseT compliant device without requiring a DM receiver. HDBaseT connectivity through the DM -TX- 200 -C -2G converges uncompressed full HD cligital video, audio, Ethernet, power and control signals through a single CAT. e or CAT6 cable over (distWnces u1) to 328 ft (100m). Multimedia Computer /AV Interface The DM TX 200 C 2G provides simple switching between two inputs. The inputs Cal be configured to switch automatically or be selected through a Crestron ccmtrol system. Inputs ind(Ide: • HDMI — Supports HD 10801)60 video and WUXGA computer signals with HDCP wd multi channel hossless audio. Also handles DVI and DisplayPort Multimode signals using an appropriate adapter or interface cabhe131. • PC — This VGA type input handles analog RGB signals u1) to WUXGA 1920x1200 Pixels, as well as analog video up to 10801)601'11. A 1/8" (3.5mm) stereo audio input is inducted to accommodate analog audio signals from is unikalanced line level source or headPhane output. Note: Audio breakaway w1mbility enables the analog audio input to be used with either video input. �,W'';4 r_,Pi °[ Fjy r ^� Crestron"' DM' "' Switchers provide the foundation for a complete 1ligito[Modin' system, delivering an advanced, true high definition multi room AV signal routing solution that's extremely flexible and installer friendly. The DM MD16X16 affords ultra fast switching and pure, lossless distribution of HDMI'" and other signals to support all the Blu ray Disc`" players, HDTV receivers, digital media servers, computers, HD cameras and high definition displays that fill any modern home or commercial facility. DigitalMedia thoughtfully manages all of the disix1rate AV signals and devices to deliver a transparent riser experience, and ensure all optimum video image and audio signal at every location. The DM MD16X16 is field configurable to handle up to 16 AV sources of Virtually any type. The outputs are factory configurable to provide up to 16 DM room outputs and /or HDMI outputs in a single chassis, with exla'1 Sion calkability I)OSSIbI0 (Or LII) 10 80 OLItIRItS LlSlllg 111LIltil)Ie chassis. A hdl selection of DM switcher input cards, DM transmitters, and DM receivers provides extensive connectivity throughout a residence or commercial facility, suplxxting a complete range of analog and digital signal types —all through one switcher! Integrated Ethernet networking and USB HID distribution provide a complete connectivity solution combined with built in Crestron control"' for managing the displays and other room devices without necessitating any additional wiring. User friendly operation, setup, and troubleshcoting tools are provided through the DM MD16X16 front panel, or vin , 1 �j ,.Op i rlN ;" M -,J v r With its clean, contemporary design highlighted by edge to edge glassand stunning HD color graphics, the Crestron TSW 1050 touch screen makes an elegant statement on any wall, tabletop, or lectern, Perfectly at home in the most contemporary residence or modern office building, its high tech good looks underline its power for simplifying everyday tasks and funCtlonS throughout any facility. The TSW 1050 delivers the ultimate touch screen experience in an unobtrusive, space saving design featuring a brilliant, high definition 10,1 inch capacitive touch screen display and 5 soft touch buttons. PoE connectivity and standard gang box mounting make installation a breeze for both new and retrofit applications. Additional features include high performance H.264 video, audio feedback, Rav, i' ' aIP Inloi cons, and advanced Smart Graphics' ". Smart Graphics„"!,! Crestron touch screens use Smart Graphics to deliver the ultimate user experience andthe ultimate value by enabling the creation of dynamically rich user interfaces with incredible efficiency and Unparalleled functionality. Using Smart Graphics, programmers can swiftly integrate fluid gesture - driven controls, animated feedlkick, metadala, embedded apps, and frill motion video fora deeply engaging and ultra intuitive touch screen experience. Crestron Smart Graphics include the following enhancements: • Cool looking graphical buttons, sliders, knobs, and gauges are intuitive and fun to use. • Kinetic effects enhance the feeling of realism with lists and toolbars that scroll with momentum at the flick of a fingertip, • Drag and drop objects snap into place offering an easy way to switch sources. • Dashboard widgets personalize the touch screen with clocks, weather, news, and other information. • Customizable themes allow a completely different look and feel for every riser, event, or season. • Fully developed SmartObjects'" enable sophisticated control over complex devices with minimal programming. Soft -Touch Buttons The. TSW-1050 includes five. soft -t000h CalkacltlVe,, hrltIOns for t1UICk lc( :P.S'3 to commonly used funCtlOnS. The buttons are pre - labeled with icons for "Power ", "Home ", "Lights ", "Up ", and "Doom" functions. Each button is programmable via the control system for custom functionality. Streaming Video High - performance streaming video r.qpability makes it possible to view security cameras and other video sources over [he network right on the touch .screen. Native support for H,264 and MJPEG formats allows the TSVJ -1050 to display live video images from Web cameras and servers such as the Crestron !,t f t i1,lti<`n +? Network Video Streamer!'. With its clean, oonteml�orary design highlighted by edge -to -edge glass and stunning color graphics, the Crestron TSW -750 touch screen slakes an elegant statement on any wall, tabletop or lectern. Perfectly at honle in the most contemporary residence or modern office building, its high -tech good looks underline its power for simplifying everyday tasks and functions throughout any facility. The TSW -750 delivers the ultimate touch screen experience in an unobtrusive, space- swing design featuring a brilliant 7 inch 011XIcitive touch screen display and 5 croft -much buttons. PoE connectivity and standard gang -box mounting make installation a breeze for both new quid retrofit applications. Additional features include high - performance H.264 Video, 11.160 feedback. Rm/;ti "SIP Into.wom, and advanced Smart Graphics ". Smart Graphics "'N Crestron touch screens use Smart Graphics to deliver the ultimate user experience and the ultimate value by enabling the creation of dynamically rich user interfaces with incredible efficiency and Unikaralleled functionality. Using Smart Graphics, programmers can swiftly integrate fluid gesture driven controls, animated feedback, metadala, enlbedtletl apps, and full motion video for a deeply engaging :old ultra intuitive touch screen experience, Crestron Smart Graphics include the following enhancements: • Cool looking graphical buttons, sliders, knolas, and gauges are intuitive and funs to use. • Kinetic effects enhance the feeling of realism with lists and toolbars that scroll with monlentunl at the flick of a fingertip. • Drag and drop objects snap into place offering aol easy way to switch sources. • Dashboard widgets personalize the touch screen with clocks, weather, news, and other information. • Customizable themes allow a completely different look and feel for every user, event. or season. • Fully developed SmartObjects "' enable sophisticated control over complex devices with minimal programming. Soft -Touch Buttons The TSW -750 includes five sroft-touch callac.,itive buttons for quick access to conlnl0nly Used fUnctlons. The buttons are pre - labeled with icons for "Power ", "Hone "Lights "Up ", and "Down" functions. Each button is programmable via the control system for custom functionality. Streaming Video High- perfornlwlce. streaming video cipall)ility slakes it possible to view security cameras and other video sources over the network right on the touch screen. Native support for H.264 and MJPEG formats allows the TSW -750 to display live video images from Web cameras and servers such as the Crestron UN folk! > ?,io Network Video Streamerl "I. Point1r, e AL Image copyright from VlacGillivray- Freeman Film's "Dolphin" used by kind pet mission. I' e,; DRAW, POINT OR MARK OVER LIVE OR STILL VIDEO IMAGES. Hi gh- bandwidth Digital Content Protection (HDCP) of video is becoming more and more common in the increasingly digital presentation marketplace. The Pointmaker PVI -4600 HDCP Annotation System provides user's with a powerful annotation tool that can be used with digitally protected content. Along with the ability to address the need to mark over° HDCP material, this Pointmaker model will also handle HDMI and DVI signals up to 1920 by 1080p and VGA standards up to 1600 by 1200 resolution. OPTIONAL ON SCREEN MENUS are available. For years, the Pointmaker has maintained a simplified user Interface, so the presenter can concentrate on easily communicating their points. Historically the Pointmaker would allow for natural free hand drawing, and quick and easy clearing of markings. With the PVI -4600, an additional mode of operation is available for those who want more dravving options on- screen. The Pointmaker can now display an on- screen menu to easily change the aspects of the annotation such as color, pointer style, line thickness, highlighting, and more Alternatively, it can operate in the simplified user interface mode vvhich has become the industry standard. COMPATIBILITY THROUGHOUT THE PRODUCT LINE. There is a Pointmaker product for virtually every presentation, video conference, or broadcast application. The Pointmaker line of products are designed to work with dOCLIMP_nt cameras, video converters, video conference codecs, and are compatible with most computer video standards, DRAW from the induded USB digitizing tablet or add a touch screen or other compatible drawing device PVI -4600 HDCP Video Marker 46SO& Butteifield Drive • Ttrsni). Aiizcirkg35714 I_LSA Boeckeler Instruments, Inc, Pt"m: 520.745.00)1 • Fox; 520.745.0004 EinnH:Illfor? btx kelel'.com www.point(malder.com .. 2 01'3 Eon Wk r In- tmnr-_nts, Im B—kdl f i— r ni_t —d Pm.aerraniti a( E,,eckekr lnstmmenr.,, Im- 4aa.n, Mzcmr , All ether trod -maikc arr ttr- pion. ri � c -f tlr- ±h All skbj -ct 0 '1nln = with :'ut m4k-. Excite"' speakers by Crestron'" offer excellent sound quality and flexible installation in a range of popular sizes and configurations. In addi- tion to nnrltiroom audio, Excite speakers provide an appropriate and affordable choice for nlultinlediapresentatim and home theater applications. The Excite 106 model provides a pAr of 2 -way in- ceiling loudspeakers featuring 6 -1/2 inch woofersancl 314 inch donee tweeters. Power handling is an impressive 75 Watts (program), with a wide frequency response from 55 Hz to 20 kHz ( -3 (IB). Rigidly constructed, Excite speakers are designed to enable a nearly flush installation when mounted in a typical drywall surface. A professional installation is easily achieved utilizing four toggle clanllas integrated into each speaker baffle. Additional suspension hangers assist in the installation by preventing the speaker from falling out of the hole prior to tightening the toggle clamps. The white textured finish blends cleanly into any neutral - colored ceiling, and may be painted for all inconspicuous appearance agahlst any colored surface, For indoor use only. Features & Performance Woofer: 6.5 inch (165 11111)) polypropylene w /rubber surround & steel basket Tweeter: 0.79 incdl(20 111111) treated cloth dome w /swivel Crossover: 2nd order l-hkwitz-Riley Impedance: 8 0hllls rlominal Frequency Response: 55 Hz to 20 kHz ( 3 (16) Power Handling: 75 Watts program Sensitivity: 89 dB @ 1 W/1 ill Coverage: 1000 cortical (miiiiilai) Controls LF: (1) 3- positim low- frequency contour switch HR (1) 3- positim high - frequency oontour switch Connections hlput: (2) spring terminals Environmental Temperature: 410 to 104UF (5' to 40"C) Humidity: 10% to 90% RH (rlon- condensing) For indoor use only Construction Baffle: ABS plastic, white textured outer flange with black inner baffle. paintable Grille: Perforated aluminum, white textured, p1hitable Mounting: Flcish ceiling mount using 4 integral toggle clamps. 1.5 in (39 111111) nlaxinrtnl surface thickness, 4.38 in (112 nun) mininuun mounting depth, 8.4 in (214 nun) diameter reoommended cutout Dimensions Diameter: 9.67 in (246 nun) Depth: 4.66 in (119 111111) Dimensions shown are per speaker 4.111) (1.8 kg) The power of resin is — %Vs LV. d o"r h a vwols . Use the top menu buttons to open Ries and import documents (o your presentations. • Sharp Pen Software works like magic to put your best thoughts on display. Switch colors at the touch of a button for emphasis or color - coding. • The Smart Eraser function automaticail y switches from drew to arose mode, when an eraser is placed on the screen. • Undo and Redo commends make changes quick and simple. • Save, Print and Print All commands let you save files or make herd copy prinfouts. Pen and Zoom adjust your view or resize your Image —it's easyl A0, Integrated touch panel for smooth and accurate writing. T000h Panel Protective Glass Panel Direct interface with your Sharp MFP, Interactive presentations don't have to be difficult and with your Sharp AQUOS BOARD connected to a Sharp Multifunctional Peripheral (MFP), you'll have the ability to scan documents directly to your Sharp Pen Software using the Sharp Network Scanning Tool. After making revisions, adding notes or annotating text and images, you'll be able to save your updated presentation to a PC or send it directly back to your MFP for printout. —rake advantage of built -in backgrounds, The Sharp Pen Software application even gives you a built -in library of backgrounds to use during presentations: calendar, to -do list, meeting log, graph paper and action plan. They help make presentations more effective because you don't have to create forms or data templates by hand. Now, simply focus an the ideas and actions you wantto convey. ww .. ...........i..� -P P"xF —Ity aux mnq Iyral� faaa Tarr vma ••zOW r•'+o09 2010 Rail —Polk- mC. -POUt lTwo 4,40 tl'S�,2ua IF 01 NIr'S k9 ahPtl i, � 5pih ^�Yldvrr - , Write or drew directly on the image with Sharp ABUBS BOARD interactive display systems, A clear winner in digital signage. The Sharp AQUOS BOARD provides bright, crisp, high- contrast color images that come alive in public areas like trade exhibit halls, hotel lobbies and conference areas, airport corridors and retail locations. They have been engineered for 24/1 certified commercial use, providing you with the reliability and durability needed for your business. Abetter way to make a big impression. From boardroom to conference room, training session to selling floor, a Sharp AQUOS BOARD interactive display system can magnify your success. Motivate your audience. Improve your image. And give your message the impact it deserves. With Sharp AQUOS BOARD on your presentation team, the possibilities are endless —and every moment is right for a magnificent performance. I✓K,VI r01A,V .ewtGI L I Vat4ltl Ves. All Sharp Interactive Display Systems meet the RoHS Directive restricting the use of hazardous substances, with all eligible models conforming to ENERGY STARO qualifications. For more information on Sharp energy - efficient products and environmental initiatives, please visit www.sharpUSA.com. r�ctlfS'A � ^^n Market Slze r duo a nx"!YWt,�4u.r rvaowf " raw cps s s w o r n rt fr rw �a i a V" -. SaBes rSaasufY r^ryrnr- 9,(p.'f° bwurtlth PtVAw^i r.rra^rr, ' femawtlr 1 1's'��rr �,a 1 Ad"t u'W., 1 1W r�1 � � roF Y YJ��� „✓� � � z zaaa wrSGa W'pda x xvrr ' 'r�qA p p� glry V V uy � �NI3 Yr 001 n7rw.^a r r�rtW � �grui. 1 y Lu•ury P° , r a. , ,4YA'H 7« MM . N 6,11E ' '51)" h ., N 5pih ^�Yldvrr - , Write or drew directly on the image with Sharp ABUBS BOARD interactive display systems, A clear winner in digital signage. The Sharp AQUOS BOARD provides bright, crisp, high- contrast color images that come alive in public areas like trade exhibit halls, hotel lobbies and conference areas, airport corridors and retail locations. They have been engineered for 24/1 certified commercial use, providing you with the reliability and durability needed for your business. Abetter way to make a big impression. From boardroom to conference room, training session to selling floor, a Sharp AQUOS BOARD interactive display system can magnify your success. Motivate your audience. Improve your image. And give your message the impact it deserves. With Sharp AQUOS BOARD on your presentation team, the possibilities are endless —and every moment is right for a magnificent performance. I✓K,VI r01A,V .ewtGI L I Vat4ltl Ves. All Sharp Interactive Display Systems meet the RoHS Directive restricting the use of hazardous substances, with all eligible models conforming to ENERGY STARO qualifications. For more information on Sharp energy - efficient products and environmental initiatives, please visit www.sharpUSA.com. 1, Frorn energy saving features, to lovv inai ntenance cost, to a IYIyrlad of standard features, and the best industry s•v:nl-anty and support, the Christie"' E Series offers. unrivalled value. Built %vithl proven DLP" technology, the Chi istie E Sei ies provides trLlsted pel'folmance and r,-hibihty, and exceptional inn age gLlality for small auditorb_ons, boardrooms, classloorns ld places of \ °qOI ahip. With a desigll that lnciud, --S I °olor matching, image blending and %- varpind and stacking capabilities, the Chi istie E Series is ready for tine challenges of fixed 'installs and rental /staging applications. nr "ioiuu—h,Ys, .d d i -Ova" f-: iIf Ii VAl", ICU', "tlul,�.11nlbu�.Vll�.7l,ff =, ,nro� I(h WI,^ i.'1i 1pfrxu (.71.11' flexible pLltfonnn operates in 6ingleor CIUal -lamp Irlocles, giviing you Isrighltness options for .any application. Idez'l for 24/7 oper,ition, the filter-free, clLlst sealed design prevents clust and dirt f -on) affecting the projec.tol — ensuring that image quality is ulDhelr_I and maintenance costs are Imillmal. A full suite of optional lenses give you Innol•e options to meet your needs. 01101 f®LII "tO fhOOSt'_ fl'olnn, these models Offer native HD or V%YUX(i41'eSOILMOM In a compact chassis, c1 corns backed by C.1.11-IStle's Industry leading ararrantles, service and sul_Iport, 4'•Jl712- �, � r a7T'r °r'iiClEn }Ci .., �,, w o €' o n, p VVI7e1) usecl with rnultiple projectors, this feature ensures aCCllrate colol.. matchinr.j area unifnrn ity across tl e entore unage 4i IJni Id0,,ib 16/,.0 For tiled arrays, the constant intensity mode autc)rnatically increases brightness as the laml_,s avear out over time 11-1 order to n amtam the overall bi gh tress and image r.nnMtency across the display. �_oiusa.�oti•_,= o ^- ilotaa l�ughi���:. Bleridling and watping capabilities (optional) Coupled with be internal color imtchmg 11mcwrin b6mNy and wuping capabitm enable the protector to be used un apphwimns Mw e Agnmee wwasm are needed. An optond cWal pmce"Nwarp rno56 a regwred to blend W warp &T[ay, \Akup rnodes: Keystone, 4 Corner, (AIII/e, 1`11-11AR61-lion, Baiiel •--vid RoUtiort' Tilted Scieerl Roforonco Usorthnual forcumbinatlrfl cowpotIbillty of vearp r dos So een w id 6) M ft 120 400 105 350 90 300 75 250 60 200 45 ISO 30 100 IS 50 0 0 ft 0 In 0 E Series thioviiatios —HDI%,VIJX(:,A Piojectiol)distance 100 bO 0 300 400 SOO 600 30 60 90 120 150 18D HE) WUX(--,A scleon dia(Mal Scieen diagonal ft III Lenses 0 8: 1 lix"'Isholt 133,10002-01 Wireless dongle (I DWUSB-BGN) 1153-0310"� 1 2-1 5: 1 511-rt /.!,Il) 1 2. " ^t•l I) I I r3 - 0 1 stackmg fraim f J$,� 140 107. XX 1 5 -2 O, I nx,m 1313• 102 1011 - I) I Stacker plate for E Series B 107109,01; 2 0-4 0: 1 zoom IR". 100 OS-0 I Lamp for 675 models (330W) Ct0 - 004,149,01 4 0-7 O: I Imci zoom 1 133, 104 104, 0 1 Lanp for 775 n Iod el s (35OW) 034XI,445(�O I Ceding mount 1..2r 1 oo, I w- 0) 1 E Series color wheel (color) M4)04 I I xx Ceiling Mount extension 104- 11,111JOI-xx 0 1) 0 DUal processor warp modde 1,),2a 1 t 1104.0t 21 0 24 0 270 300 So een w id 6) M ft 120 400 105 350 90 300 75 250 60 200 45 ISO 30 100 IS 50 0 0 ft 0 In 0 E Series thioviiatios —HDI%,VIJX(:,A Piojectiol)distance 100 bO 0 300 400 SOO 600 30 60 90 120 150 18D HE) WUX(--,A scleon dia(Mal Scieen diagonal ft III ft m 45.9 130 472 142 401 120 41 3 124 34 4 10 3511 100 287 86 295 13 QP', "N' ii r 22 4 69 236 7 1 17 2 112 177 53 11 . . . . . . . . .. . ... .. ....... I15 34 118 35 57 17 59 18 0 0 1) 0 700 800 900 100 21 0 24 0 270 300 prsna -lye 1y.rlc,lrltrr "•�.�. ipii Kpin 6„ fs',.r(ke:'YVA briclhuw' (optional lidn '.dor evheel - RC,130AY) _olor volt +e -1 cant -m1. Display lyl- technology Accessories standard c4�1i,r,al Pow e® opel "a ling voltage requirements corrsutrrpUore operating eurent di ssipalt on Dimensions cite shi ppincl vze weighl Shipping vtcight Operating envlronmerk Regulatory approvals Limited warranty r ?h.�rrti;u + 7 A y) c en a r t urm atnf (67Q)AN° l r, ov,ere)) • 41C) " °,�rnter lun'rt•rrtr 01140'.) AN1,51 i °g4nY) 4 "A t) o?Nilr qr rinera's f4 y j() ANO'Ii lN.lme4d "iy J01 renter lr,rm erns 0371(0 AJitill'rl lkmr,"Inq I- chlpOR7" DIVID 1920 r, 101'0 • 1920 x 1200 1920 r. IOPO 1920 Y. 12'0 (2,073/00 pixels) 169 (2,304,000 piKds) 16:10 (2,073fiC0 pixels) 16:9 (2,:04,000 pixels) 16:10 Dual 330W P VIP • Dual 3EOW P -VIP • 1 FCO hrs minimum 0 32OW • 2500 hrs typical 0 2eOW • I ECO hrs minimun ter 350MI, XOD firs typical @ 28OW • HDMI x 2 • Display port x I • RGefiV (5 BNQ • HD 15 x. I • Composite Video x I (RCA) • 5- Video x I (mini DIN) • Component video (R('-A)- USB x I (type B mini)- Display over USB • USB x 1 (type A) - Imagevietver or WiFi don -e (optional) • RJ45 x 1 • HDTV formats VGA through to WUXGA 119£0 x 1270) • Horizontal and vertical scaling while maintaining aspect ra tio, all inputs • 162 MHz • Horizontal: 15- IOOkHZ • Vertical: 24 -851-1z •HD15x1 • RS -232 in • Ethernet (10 /100) R.14Seeith ChristieNETT'I cmneefnlit/ • BuIltan backlit keypad •Wired remote control (3.5mm stares) - wire not included Tool -free lens Insertion system • Motorized horizontal and vertical lens offset• Motorized zoom and focus adjustment 0,6:1 • 1.2 -1.5:1 • 1.5 -2.0:1 • 2,040:1 •4.0.7.0:1 • Vertical: + 13495 ( +7 <O • Vertical: + 12CfY., ( +7 b • Vertical: + 134Y ( +720 • Vertical: + 120Yo ( +720 pixels)/ -4CTY (- 216 pixels) pixels)/ -407 (- 240 pixels) plxels)/ - 4U/ (- 216 pixels) pixels)/ -4W (- 240 pixels) Horizontal: t 20Y Horizontal: t 20'Y Horizontal: t 20Y Horizontal: f 2U-)S (4192p�ixels) (t192pixels) (t192pixels) (t1921�ixels) IR Remote wi do wired remote jack (ewe not included) • AC Line cord • HDMI -DVi Cablewith locking HDMI connedcr • User manual • 1 DWU SB-BGN (wireless dongl a for u7 deo and control) • Warp module • Rich col or wh ee I (RGBCM Y) • Stacker (must also order stacker adapter plate) • Stacker adapter plate • Ceiling mount- Cellln® mount "extension I W -240 VAC @ A /EOgiz 855W maximum (dual lamp 330W) • 92OW maximum (dual lamp .MOO)) • 735W eco mode (dual lamp 2P.OW) • 7SSW eco mode (dual lamp 2e0W) • 9.2A maximum 10 ICOV • 9.6A maximum rQ' IOOV 2917 BTU /hr (maximum • 2508 BTLVhr eco mode • 3139 BTU /hr maximum • 2576 BTU /hr eco mode • (LxWxH) 20.9 x 18.0 x 8.5" (532 x, 416x 215m m) without fret • (Lx\6 /xH) 23.3 x 38.0 x 15.4" (591 x965r. 390mm) • 43lbs (19.5kg) • selbs (26.3kg) °I'tottromi,mL 'vr:'+10S•'F (5 -35 "C) • Humidity-. 0 -e0^Y non - condensing • UL, CStVT ("'SO9 I I`CC Clas s A, r =E, r: o r,, KC r razlrR. PSE, C -tick, and South Africa. • This product conforms to,all r„ Ievaw European 1.f r:etl r ss'• standards, safety, health and environmental concerns • RoHS, REACH, N/EEE • Three years parts ardl laircv M fu )iarg fir)ht )sn�lnO • Contact an )uthoOzed r'N4tN- fcq kill details of our limited warranty i motive rev)k lltun Lart (a type dual lamp 64R) aenfor lurvrem 67 )'°"r •r Wvl4 s • 7(XYJ center Jwmn rrx I,Jt)WAN ilrneb,)rr.l' i6l AN1,4 fwtl,+r'r'S) Irr°'rlr)t) 0741.11 l tan^?yns) single lamp •4275"Pnlerhvom 14.0,enlerh,aweeMs 4 /(;t)r:,.ntellums,os CoNrol and oi"'t.working Q475AIA'5114.NAY%' *ns) (,*)R)AAfqt414PNMbn; r%Q (4e,'W ANN lurr+,"rO (klal lamp • 4275 riper' Nvtn, "Pans 44 °O riremer ltwom 41W t, prger hrrrlon5 offsets C A: AP i;4ltvvrncw awt) (4050 1".rlkmnu ,n,) 43W AN 511 u ur "r%) slne)ru lamp • 2560<e,, let (un ors :"rm e enter Ito vr'ns • 319) center Iuamemvs tY,WAN••lltan en ) (,MXJANSllkrrneens) (KOANS4fw nos) • 6 Segment (RGBCYW) 50DO :I (Dinamic Contrast enabled); 1300: I (full on /off); 2EO. I ANSI • 1 -chip 0 -65" DM • I-chlp0.67" LIVID • I- chip0.65• DMD Accessories standard c4�1i,r,al Pow e® opel "a ling voltage requirements corrsutrrpUore operating eurent di ssipalt on Dimensions cite shi ppincl vze weighl Shipping vtcight Operating envlronmerk Regulatory approvals Limited warranty r ?h.�rrti;u + 7 A y) c en a r t urm atnf (67Q)AN° l r, ov,ere)) • 41C) " °,�rnter lun'rt•rrtr 01140'.) AN1,51 i °g4nY) 4 "A t) o?Nilr qr rinera's f4 y j() ANO'Ii lN.lme4d "iy J01 renter lr,rm erns 0371(0 AJitill'rl lkmr,"Inq I- chlpOR7" DIVID 1920 r, 101'0 • 1920 x 1200 1920 r. IOPO 1920 Y. 12'0 (2,073/00 pixels) 169 (2,304,000 piKds) 16:10 (2,073fiC0 pixels) 16:9 (2,:04,000 pixels) 16:10 Dual 330W P VIP • Dual 3EOW P -VIP • 1 FCO hrs minimum 0 32OW • 2500 hrs typical 0 2eOW • I ECO hrs minimun ter 350MI, XOD firs typical @ 28OW • HDMI x 2 • Display port x I • RGefiV (5 BNQ • HD 15 x. I • Composite Video x I (RCA) • 5- Video x I (mini DIN) • Component video (R('-A)- USB x I (type B mini)- Display over USB • USB x 1 (type A) - Imagevietver or WiFi don -e (optional) • RJ45 x 1 • HDTV formats VGA through to WUXGA 119£0 x 1270) • Horizontal and vertical scaling while maintaining aspect ra tio, all inputs • 162 MHz • Horizontal: 15- IOOkHZ • Vertical: 24 -851-1z •HD15x1 • RS -232 in • Ethernet (10 /100) R.14Seeith ChristieNETT'I cmneefnlit/ • BuIltan backlit keypad •Wired remote control (3.5mm stares) - wire not included Tool -free lens Insertion system • Motorized horizontal and vertical lens offset• Motorized zoom and focus adjustment 0,6:1 • 1.2 -1.5:1 • 1.5 -2.0:1 • 2,040:1 •4.0.7.0:1 • Vertical: + 13495 ( +7 <O • Vertical: + 12CfY., ( +7 b • Vertical: + 134Y ( +720 • Vertical: + 120Yo ( +720 pixels)/ -4CTY (- 216 pixels) pixels)/ -407 (- 240 pixels) plxels)/ - 4U/ (- 216 pixels) pixels)/ -4W (- 240 pixels) Horizontal: t 20Y Horizontal: t 20'Y Horizontal: t 20Y Horizontal: f 2U-)S (4192p�ixels) (t192pixels) (t192pixels) (t1921�ixels) IR Remote wi do wired remote jack (ewe not included) • AC Line cord • HDMI -DVi Cablewith locking HDMI connedcr • User manual • 1 DWU SB-BGN (wireless dongl a for u7 deo and control) • Warp module • Rich col or wh ee I (RGBCM Y) • Stacker (must also order stacker adapter plate) • Stacker adapter plate • Ceiling mount- Cellln® mount "extension I W -240 VAC @ A /EOgiz 855W maximum (dual lamp 330W) • 92OW maximum (dual lamp .MOO)) • 735W eco mode (dual lamp 2P.OW) • 7SSW eco mode (dual lamp 2e0W) • 9.2A maximum 10 ICOV • 9.6A maximum rQ' IOOV 2917 BTU /hr (maximum • 2508 BTLVhr eco mode • 3139 BTU /hr maximum • 2576 BTU /hr eco mode • (LxWxH) 20.9 x 18.0 x 8.5" (532 x, 416x 215m m) without fret • (Lx\6 /xH) 23.3 x 38.0 x 15.4" (591 x965r. 390mm) • 43lbs (19.5kg) • selbs (26.3kg) °I'tottromi,mL 'vr:'+10S•'F (5 -35 "C) • Humidity-. 0 -e0^Y non - condensing • UL, CStVT ("'SO9 I I`CC Clas s A, r =E, r: o r,, KC r razlrR. PSE, C -tick, and South Africa. • This product conforms to,all r„ Ievaw European 1.f r:etl r ss'• standards, safety, health and environmental concerns • RoHS, REACH, N/EEE • Three years parts ardl laircv M fu )iarg fir)ht )sn�lnO • Contact an )uthoOzed r'N4tN- fcq kill details of our limited warranty i motive rev)k lltun Lart (a type typical lifetime 11put Stnrrclard slcinals pixel clock 'SN' an'rr4 o Outpuls mroOHIPCA out CoNrol and oi"'t.working Lens mount tylaa• Lenses ix -I 21Y.An offsets Accessories standard c4�1i,r,al Pow e® opel "a ling voltage requirements corrsutrrpUore operating eurent di ssipalt on Dimensions cite shi ppincl vze weighl Shipping vtcight Operating envlronmerk Regulatory approvals Limited warranty r ?h.�rrti;u + 7 A y) c en a r t urm atnf (67Q)AN° l r, ov,ere)) • 41C) " °,�rnter lun'rt•rrtr 01140'.) AN1,51 i °g4nY) 4 "A t) o?Nilr qr rinera's f4 y j() ANO'Ii lN.lme4d "iy J01 renter lr,rm erns 0371(0 AJitill'rl lkmr,"Inq I- chlpOR7" DIVID 1920 r, 101'0 • 1920 x 1200 1920 r. IOPO 1920 Y. 12'0 (2,073/00 pixels) 169 (2,304,000 piKds) 16:10 (2,073fiC0 pixels) 16:9 (2,:04,000 pixels) 16:10 Dual 330W P VIP • Dual 3EOW P -VIP • 1 FCO hrs minimum 0 32OW • 2500 hrs typical 0 2eOW • I ECO hrs minimun ter 350MI, XOD firs typical @ 28OW • HDMI x 2 • Display port x I • RGefiV (5 BNQ • HD 15 x. I • Composite Video x I (RCA) • 5- Video x I (mini DIN) • Component video (R('-A)- USB x I (type B mini)- Display over USB • USB x 1 (type A) - Imagevietver or WiFi don -e (optional) • RJ45 x 1 • HDTV formats VGA through to WUXGA 119£0 x 1270) • Horizontal and vertical scaling while maintaining aspect ra tio, all inputs • 162 MHz • Horizontal: 15- IOOkHZ • Vertical: 24 -851-1z •HD15x1 • RS -232 in • Ethernet (10 /100) R.14Seeith ChristieNETT'I cmneefnlit/ • BuIltan backlit keypad •Wired remote control (3.5mm stares) - wire not included Tool -free lens Insertion system • Motorized horizontal and vertical lens offset• Motorized zoom and focus adjustment 0,6:1 • 1.2 -1.5:1 • 1.5 -2.0:1 • 2,040:1 •4.0.7.0:1 • Vertical: + 13495 ( +7 <O • Vertical: + 12CfY., ( +7 b • Vertical: + 134Y ( +720 • Vertical: + 120Yo ( +720 pixels)/ -4CTY (- 216 pixels) pixels)/ -407 (- 240 pixels) plxels)/ - 4U/ (- 216 pixels) pixels)/ -4W (- 240 pixels) Horizontal: t 20Y Horizontal: t 20'Y Horizontal: t 20Y Horizontal: f 2U-)S (4192p�ixels) (t192pixels) (t192pixels) (t1921�ixels) IR Remote wi do wired remote jack (ewe not included) • AC Line cord • HDMI -DVi Cablewith locking HDMI connedcr • User manual • 1 DWU SB-BGN (wireless dongl a for u7 deo and control) • Warp module • Rich col or wh ee I (RGBCM Y) • Stacker (must also order stacker adapter plate) • Stacker adapter plate • Ceiling mount- Cellln® mount "extension I W -240 VAC @ A /EOgiz 855W maximum (dual lamp 330W) • 92OW maximum (dual lamp .MOO)) • 735W eco mode (dual lamp 2P.OW) • 7SSW eco mode (dual lamp 2e0W) • 9.2A maximum 10 ICOV • 9.6A maximum rQ' IOOV 2917 BTU /hr (maximum • 2508 BTLVhr eco mode • 3139 BTU /hr maximum • 2576 BTU /hr eco mode • (LxWxH) 20.9 x 18.0 x 8.5" (532 x, 416x 215m m) without fret • (Lx\6 /xH) 23.3 x 38.0 x 15.4" (591 x965r. 390mm) • 43lbs (19.5kg) • selbs (26.3kg) °I'tottromi,mL 'vr:'+10S•'F (5 -35 "C) • Humidity-. 0 -e0^Y non - condensing • UL, CStVT ("'SO9 I I`CC Clas s A, r =E, r: o r,, KC r razlrR. PSE, C -tick, and South Africa. • This product conforms to,all r„ Ievaw European 1.f r:etl r ss'• standards, safety, health and environmental concerns • RoHS, REACH, N/EEE • Three years parts ardl laircv M fu )iarg fir)ht )sn�lnO • Contact an )uthoOzed r'N4tN- fcq kill details of our limited warranty i _ i r i_ � '.. dB,� ➢'ii ,� 4 ... V) 'ALT ! i r f 'I 1P, fl rr As (kart of a complete CaptureLiveHD system, the Capture HD High Definition Capture Recorder (CAPTURE HD) provides avery simple, one box component for capturing lectures, AV presentations, medical procedures, seminars, and training sessions. It is designed for easy integration in a classroom, lecture hall, training lab, or Wardroom. It allows presenters and instructors to use their choice of multimedia sources, including high definition videos, computers, whiteboards, and annotators. The CAPTURE HD base model provides HDMI",, and RGBHV inputs for such sources, plus a composite video input for a Camera and line level audio input for a wireless mic. The CAPTURE HD PRO model adds 3G SDI input to support HD digital Cameras. Without requiring any special training or extra effort from the presenter, the CAPTURE HD records the complete presentation in full motion HD 10801) or 720p and Uploads it to a network server for publishing. It can also stream live video to a touch screen, computer, mobile device, or Ihird -Imay streaming server. Schools and businesses may easily implement a facility - wide media Capture solution by equipping every room with CAPTURE -HD recorders, all centrally managed by Crestron Fusinn RV' Remote Asset Management Software'. A Closer Look at the Box The CAPTURE HD recorder is a compact unit, designed to sit on a shelf or mount in an equipment rack or podium. It Captures presentation content from a computer or other source along with a live camera image and records them together in full motion HD. The two images may be composited on screen side by side or picture in picture (PIP). The camera PIP window can be sized and positioned in any corner of the screen over the presentation oontent. Either image may be captured full screen as well. Audio content from the presentation source is captured in stereo along with the live "speech" signal from a wireless microphone. The two signals are mixed together and recorded as one high quality stereo signal. Additional Features: • Front Panel — Intuitive controls are provided on the front panel for starting, pausing, and stopping a recording. Each button lights up in a different color to provide clear indication of recording status. An LED Nargratnln meter provides indication of the speech signal level so you'll know that you're being picked up loud and clear. A full color LCD screen displays additional feedback and provides access to Mill) functions. • Content Inputs — Connecting a computer, DVD player, or other presentation source is enabled via HDMf "' and RGBHV inputs on the rear panel. The HDMI input handles high definition digital AV devices and computers with stereo audio, The RGBHV input handlesanalog computer sources. Built in scaling ensures Connikatibility with a full range of signals. A stereo analog audio input is also provided. • Camera Input — A composite video input provides for the connection of a single camera, Crestron offers two cameras ideally Stilted for the application, the CAM IF[I 10( ) and CANT If / 10 1121. A 313 SDI input (CAPTURE HD PRO nodel only) is also offered, allowing for the use of a high definition camera with SDI, HD SDI, or 3G SDI output. • Speech Input — A wireless microphone or mic mixer can be connected for pickup of the presenter aid other individuals speaking. Crestron The CAM -IPTZ -101 is a Canon® Wide Angle PTZ camera capable of capturing high - quality video from a wide range of angles. The CAM -IPTZ -101 captures crystal clear, high- contrast images even in low light and is capable of dual streaming In both JPEG and MPEG4 formats. When connected to Crestron's state of the art Capture HDTM High- Definition Capture Recorder, the CAM -IPTZ -101 is the perfect camera for capturing various angles and views of a presentation. Pan/rilt/Zoom Capability The CAM -IPTZ -101 PTZ camera has exceptional pan /tilt /zoom capability, The CAM -IPTZ -101 boasts a high speed 340 degree panning capability and a tilt range of 115 degrees; allowing users a wide area to choose from when capturing video. The CAM -IPTZ -101 also comes equipped with a powerful 2.4X optical zoom and a 4x digital zoom so users can zoom in on small or distant objects or Individuals without compromising the clarity of the image, Wide Angle Lens The CAM -IPTZ -101 is equipped with a wide angle lens capable of covering a large area even when In stationary position. With a 70° maximum horizontal viewing angle, the wide angle lens on the CAM -IPTZ -101 allows you to get more of a scene into frame than a standard lens. Due to the unique design of the wide angle lens on the CAM -IPTZ -101, the "fish -eye" distortion commonly associated with extreme wide angle lenses is virtually eliminate. Control System Integration The CAM -IPTZ -101 can be integrated into your Crestron control system via Ethernet, allowing the camera to be controlled using any Crestron touch screen or remote, or even an Apple® iPad® or AndroidM mobile device. To obtain the Crestron Integrated Partner software module for this device, please click here and scroll down to the Canon VB -C300. Video Streaming The CAM -IPTZ -101 is a network camera capable of outputting analog video as well as simultaneously streaming MJPEG video to a touch screen. The CAM -IPTZ -101 connects to the Capture HDTm High- Definition Capture Recorder via its composite video output to capture video. Equipped with an Ethernet port, the CAM -IPTZ -101 also connects to the LAN to enable streaming video. Crestron offers a customized touch screen controller (CAPTURE - TPMC -4SM) designed especially for viewing the streaming video as well as controlling the day -to -day operation for the Capture HD High - Definition Capture Recorder, CaptureLiveHDM The CaptureLiveHDTM system from Crestron® answers the call for a high - quality meeting and lecture capture solution that's simple enough for the entire faculty to use, and affordable enough for wide -scale deployment across any sized campus or corporate enterprise. CaptureLiveHD delivers a simple and efficient end -to -end solution for recording, post - processing, and online delivery of captured content. Flexible enough to fit any college, university, or corporate work -flow model, CaptureLiveHD translates to a more effective education experience and greater usage of resources while minimizing support Image Device: 1/4 -type CCD (primary color filter) Minimum Illumination: Day Mode: 1 lux (F2.0, color, 1/30 sec,), Night Mode: 0.25 lux (F2.0, monochrome, 1/30 sec.) Total Number of Pixels : NTSC use: 680,000 (effective 310,000) Electronic Shutter Speed: 1 s to 1/10000 s Exposure Control: Auto (Full auto, Shutter - priority, Irls- priorlty), Manual, EV compensation, Backlight compensation White Balance Mode: TTL system: Auto / Manual preset / One -shot Lens Type: Auto -focus zoom lens Horizontal Viewing Angle: 1.7 to 42,0 degrees Focal Length: f =3.5 to 91.0 mm F- Number: F1.6 (wide), F3.8 (tele) Minimum Object Distance: 320 mm (wide), 1500 mm (tele) AddIV2081 Q81-20 Day /Night: Yes Intelligent Motion Detection: Yes Pan Angle: -170 to +170A° Pan Speed: 300 degrees /s (max.) Tilt Angle: -90A° to +25A° Tilt Speed: 300 degrees /s (max.) Zoom Ratio: 2.4x optical zoom (4x with digital zoom) Codec Image (H x V): 640 x 480, 320 x 240, 160 x 120 Video Compression Format: MPEG -4, JPEG Codec Streaming Capability: Dual streaming Maximum Frame Rate: JPEG /MPEG -4: 30 fps at VGA Analou Video Output Signal System: NTSC (Composite) S/N Ratio: more than 50 dB Exhibit D Contract #5267 Conflict of Interest Questionnaire xA:II -3111ir] CONFLICT OF INTEREST QUESTIONNAIRE FORM COQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7t" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? L___..1 Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes ED No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes E:] No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental Date entity RFP 5267 Exhibit E Contract #5267 Supplier's Best and Final Offer Pricing BAFOmmd Clarification Requests -npp#G267 Audio Video System for Public Safety Training Facility LANTeK 3 YEAR SERVICE WARRANTY included with the purchase of the system, Lantek provides an onsite, 3 year service warranty. This warranty only covers equipment that Lsmak provides and installs. |n the event of equipment failure during the first year, aLamek service technician will arrive onshe within 48hours of receiving the service call and diagnose the issue and remove or repair the broken equipment. The broken equipment will be shipped back to the manufacturer and there it will be repaired or replaced based upon the manufacturer covered warranty. If the equipment is outside of the manufactures warranty period, Lantek shall request a quote from the manufacturer for the repair and then communicate that quote to the client before further action istaken. Lantek shall make every reasonable effort to configure the system to won< without the broken piece of equipment including but not limited to using available loaner equipment, patch cables and any other reasonable means to satisfy the clients' requirements. BEST AND FINAL PRICE Lantek will extend an additional $3,000 discount to our provided pricing; this shall bring the new total to M�� 278ON ( I "naot5oufhvwadPodmvcq.5 �elO0 GnondPni � r�.TX M... ........ .... . '^ co41muw/c�nmws BAFOmmd Clarification Requests -npp#G267 Audio Video System for Public Safety Training Facility LANTeK 3 YEAR SERVICE WARRANTY included with the purchase of the system, Lantek provides an onsite, 3 year service warranty. This warranty only covers equipment that Lsmak provides and installs. |n the event of equipment failure during the first year, aLamek service technician will arrive onshe within 48hours of receiving the service call and diagnose the issue and remove or repair the broken equipment. The broken equipment will be shipped back to the manufacturer and there it will be repaired or replaced based upon the manufacturer covered warranty. If the equipment is outside of the manufactures warranty period, Lantek shall request a quote from the manufacturer for the repair and then communicate that quote to the client before further action istaken. Lantek shall make every reasonable effort to configure the system to won< without the broken piece of equipment including but not limited to using available loaner equipment, patch cables and any other reasonable means to satisfy the clients' requirements. BEST AND FINAL PRICE Lantek will extend an additional $3,000 discount to our provided pricing; this shall bring the new total to M�� 278ON ( I "naot5oufhvwadPodmvcq.5 �elO0 GnondPni � r�.TX H C O m u 3 E 0 u J E m Z C N C 0 CL Ln au O LL m CZ L Z W Q G Q W W W rl t X W J u a c O a IR U n r 0 a `w a a v .j N ai I Z 0 Q Z H fn W O m O LL OI C IL m N O M 0 t � h � C � LL as w NOY O 0 0 0 0 0 0 O O O O O O O O O r Q W y O' G M.. N N N L? N,iR ¢ o oo o o o a o' o c o o o o o o It m m oo I ry o 0 o ry a o o to 0 0 0 0 0 0 0 U N H In O O a O Ill o N V a o m O N N n �D n o O O 00 O a O O w n a n 7 a CL 01 l0 M H In O N a W a N n l0 111 n W O N a N N rl '. w N N N rl O W 0 a N .ti M c C L3 cu a w W C O N M iA M N i/f i// N 4A M 1h N N ih N i i/} i N O O O l0 m O O Ol O O O Ol O H H m u n L53 m .-i O ui Ill I� O O O H W m O Vi O oo H Oi O o O vi M .-1 m r1 it N'. O m w W H n O w w O n o a w a w C O O O O o o o o o o O O O O O O 0 K7 O 0 0 0 0 0 0 0 0 0 O O O ',. 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O .0 N U d i 0 9 o N o 1 z F- E, O o a ° O w u W = E U- of 3 d N ^ c �0 � y c I a E „ � E d � O Q 0 - > o W y • u o v n O C] U) a ¢ E � V O O N u • u N V1 V1 N d G O 111 N lD lfl m Cl In oo u N 3 7 U m O X 0 Q r ° 3 vi ui E � c m y 3 F a a X d r W l C0 a` cn 'c v c ti m G .� c V N O V ► W '� N N Vl N N V! IWl1 000 r rn 1 d u N m Ill oo '-7 'c 7 O° uuu � E OLL 00 76 'o N C °o oo oo 'o E oo y 0 0 V1 111 m U1 iE Z > N o v E c m > w w dl w w O ,, N -1 5 w 7� ? 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Q = cn C 0 R u 3 � E E 0 u, p, W ` C c J � [ icv C ` (� cc Z � N L C L � F C C CL v � O LL I Q I m � I O' SZ j L i Z LLI O! Q i W W 1 I 1 s ' X W 1 O E .ti L 0 h U G U O O G O t h O U O G O � Fr� J Q fy i W H U O ix CL U) m 0 W g J W U W 2 d O Q n N N W v C O N V} yN V O a` O N O u 0 N C O a .0 N d 0 O ° O ° O t E c N � E E -2 a, c .m y a 6 W F, C d WVT ° N :2 O OD t0 C i/T VT Vf o O m y O O `o U m m o oo m m E a` o u a c o c ° — o . _ a O ° m w F \ oca, Q N c o� o 0 o ° M 0 d o o o m ° Ln w o o; x m m C di m o d 0 Q W A N V VI c c l o o O W Y N m � a` Y_ m ri rn G C - Y h u V N L m 0 U m N C O a .0 N d 0 v C H 3 a f0 U 0 c N m 0 c D O Y N U 7 Y O N c ° Ev Y (u v > > o a o_ ui O 2 C t E c N � E E -2 a, c .m a 6 W F, C v ° N :2 O OD t0 C c c o ° `o E o u a o c ° — o . _ a O ° m w F \ oca, Q N c o� N H Y N N M W 7 x x x 0 � } rI N tp O N OJ Z O VE N f•1 � W m ri rn M f/1 - v C H 3 a f0 U 0 c N m 0 c D O Y N U 7 Y O N c ° Ev Y (u v > > o a o_ ui O 2 Exhibit F Contract #5267 City of Denton's Insurance Requirements CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal /Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal /bid opening, since the insurance requirements may not be modified or waived after proposal /bid opening unless a written exception has been submitted with the proposal /bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: • Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance PAGE 43 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: PAGE 44 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [X] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required,. PAGE 45 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required,. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. PAGE 46 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY ATTACHMENT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing PAGE 47 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: I. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; PAGE 48 OF RFP #5267 CITY OF DENTON RFP FOR PURCHASE OF AUDIO AND VIDEO SYSTEM FOR PUBLIC SAFETY TRAINING FACILITY 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. PAGE 49 OF RFP #5267 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY KIM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY RFP # 5238 Co :_ Name: Elie of J O'(( Title: 4eSi �r PHONE NUMBER het%Vr@4'A -%0 -eCyCGtinq .C.oµ tlUdrw @ •W�e 1:n rec.�c IMF • CoM t�telnoe �� \' recto. ina EMAIL AEMbRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: AGENDA DATE DEPARTMENT: ACM: SUBJECT AGENDA INFORMATION SHEET August 6, 2013 Materials Management Bryan Langley i -A Questions concerning this acquisition may be directed to Jim Coulter at 349 -7194 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for wood grinding services for the City of Denton Beneficial Reuse Department in a three (3) year amount not to exceed $525,000; providing for the expenditure of funds therefor; and providing an effective date (R-FP 5238- awarded to Thelin Recycling Company, LP). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION On June 11, 2013, the City issued Request for Proposal (RFP) 45238 for an annual contract to supply wood grinding services for the Beneficial Reuse Department's Dyno Dirt Compost Operation. The service provider performs onsite grinding when approximately 20,000 cubic - yards of brush, yard waste, and clean constriction lumber have been accumulated. The wood products are ground into small pieces and used in the compost production area. The brush material is used to make Dyno Dirt, a biosolids compost. The constriction lumber is ground twice to make uniform natural wood mulch. This material is also painted to make a variety of decorative colors. A total of eight (8) products are produced and sold back to the community for use in their landscaping and gardening needs. The Beneficial Reuse Department has contracted this grinding for over ten (10) years and has found this to be the most economical method for grinding the wood waste. The requirements for this solicitation also allowed for wood grinding services to be performed at various locations throughout the City. The contractor will grind and mulch materials at various sites including City parks. The mulch will then be transported to the City's Beneficial Reuse Facility. Requests for Proposals were sent to 23 prospective suppliers of this service. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) proposal was received from Thelin Recycling Company, LP. The proposal was evaluated based upon published criteria including performance, delivery, quality, reliability, and price. Based upon this evaluation, and the proposer's history of providing good service to the City, Thelin Recycling Company was determined to be the best value for the City. Agenda Information Sheet August 6, 2013 Page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 22, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a contract for wood grinding services for the City of Denton Beneficial Reuse Department to Thelin Recycling Company, LP in a three (3) year amount not to exceed $525,000. PRINCIPAL PLACE OF BUSINESS Thelin Recycling Company, LP. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT The initial term of this contract is for one (1) year. The City and Thelin Recycling Company, LP shall have the option to renew this contract for two (2) additional one (1) year periods. FISCAL INFORMATION This service will be funded from operating account 640400.7802 on an as needed basis. EXHIBITS Exhibit 1: Pricing Tabulation Exhibit 2: Ranking and Evaluation Sheet Exhibit 3: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 AIS -RFF 5238 r L X LU a m a E 0 V r N E co z N O Q N N N U O O L A� AW, ^W i N as �U a Oo M N LA a L- W z 0 H Q Z_ '� VI w M0 W 0 LL Y a ci N O CL O a V 7 0 a O w m � o w 0 G/ 'i a i O Q U H N 0 U 3 A O — a � N� N ^C W SV'W^ G I O � Q 'L `J a cr O W E E r U 0 0 C 0 0 Q ON 0 0 O O O O Il N O O r-I O N r-I O d O 0 ' ' O 00 O 0 0 O O O ' o N in- V IA- i/)- IA- 0 'a O z z z z z z N O C C C 0 O C rl Ln Ln N N a 6 76 76 V x C 0 W E E 11 N G/ 'i a i O Q U H N 0 U 3 A O — a � N� N ^C W SV'W^ G I O � Q 'L `J a cr O W E E r U 0 0 C 0 0 Q ON 0 O O � O Il N O O r-I O N r-I r-I N O 0 ' ' O O 0 0 O O O ' O N in- V IA- i/)- IA- i/)- IA- N O V 3 O CD Q o Z U 3 O L a O O V U ~ UIUIUIUIUIU Q m U D w IL N N N N N N f6 O m ?� 3 � o U N •Q s 4� 4- L u (p U C 0 C 0 0 �L 0 Q a) E O 4� 3 O � s s v " 4� � L 0 0 C - s E L 3 a 1 -a c a E E •� T � � s H x� �C W 0 O � O O U O O O N M 0 ' ' O 0 0 O O ' O O V V N O C C C 0 0 0 Ln Ln a 6 76 76 V C 0 E E E 11 N f6 C C C +� 0 tin tin tin a`) -a C C C L to -a s s s C U U U m L C E E E 0 c4� C C C C N i a et 3 O CD Q o Z U 3 O L a O O V U ~ UIUIUIUIUIU Q m U D w IL N N N N N N f6 O m ?� 3 � o U N •Q s 4� 4- L u (p U C 0 C 0 0 �L 0 Q a) E O 4� 3 O � s s v " 4� � L 0 0 C - s E L 3 a 1 -a c a E E •� T � � s H x� �C W N L x LU FBI I� z w x r� O LL L� W GO M N ea 9► y V i. ii O O s O O N M rl O N N CC A O CL E i. O O i.. �Q a O p O O O O O o � O O II � � U S■ V � O N O � � O � M O CC O � U W O � O O O � O a� U bA is is ACC W y ii ii O bJJ U U H L fB O 5� N •L E fB �U Q L U L C O N M (n LL J cB c-I N M LU 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Exhibit 3 DRAFT MINUTES PUBLIC UTILITIES BOARD July 22, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 22, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Barbara Russell and Lilia Bynum Absent: Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: CONSENT: George Campbell, CM 1) Consider recommending adoption of an ordinance accepting competitive proposals and awarding a contract for wood grinding services for the City of Denton Beneficial Reuse Department in a three (3) year amount not to exceed $525,000. (RFP 5238- awarded to Thelin Recycling Company). Agenda item 1) motion to approve by Board Member Robinson with a second by Board Member Cheek, vote 6 -0 approved. Adjournment 11:10 a.m. ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR WOOD GRINDING SERVICES FOR THE CITY OF DENTON BENEFICIAL REUSE DEPARTMENT IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $525,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5238- AWARDED TO THELIN RECYCLING COMPANY, LP). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of wood grinding services for the City of Denton Beneficial Reuse Department in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5238 Thelin Recycling Company, LP $525,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5238 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY INS APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4- 0RD -RFP 5238 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THELIN RECYCLING COMPANY, LP (FILE 5238) THIS CONTRACT is made and entered into this day of A.D., 2013, by and between Thelin Recycling Company, LP a corporation, whose address is 5225 Thelin Street Fort Worth, TX 76115, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rile municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP 45238 -Wood Grinding Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "B "); (d) Insurance Requirements (Exhibit "C "); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D" ); (f) Contractor's Proposal. (Exhibit "E "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." File 4 5238 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY KIM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY RFP # 5238 Co :_ Name: Elie of J O'(( Title: 4eSi �r PHONE NUMBER het%Vr@4'A -%0 -eCyCGtinq .C.oµ tlUdrw @ •W�e 1:n rec.�c IMF • CoM t�telnoe �� \' recto. ina EMAIL AEMbRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 6699 Special Terms and Conditions Exhibit A Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City's solicitation are applicable to Contracts /Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Solicitation Response, Invoice or Statement shall serve to modify the terms set forth herein. if there is a conflict between the provisions on the fare of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the teams, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor gate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. RFP # 5238 4. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that, the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non- confoi7ning deliverables by the Contractor; ii, third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii, failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv, damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii, failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of fiends. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic fiends transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent fiends are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 5. TRAVEL EXPENSES; All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. RFP # 5238 b. FINAL PAYMENT AND CLOSE -OUT: A. If a DBEIMBEIWBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBEIWBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of. all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (d) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 7. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 8. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms.of the subcontract may not conflict with the terms of the RFP #5238 Contract, and shall contain provisions that; i, require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii, require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the tern of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the pail of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 9. WARRANTY- PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Contractor or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's cut -rent prices on orders by others for like deliverables under similar terms of purchase. 10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP # 5238 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perfoiin its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 12. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 14. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 15. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the RFP # 5238 Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (3 0) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 18. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 19. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. RFP # 5238 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 20. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in EXHIBIT C The successful Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City, The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City. A. General Requirements: L The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 RFP # 5238 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract, xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 22. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class RFP # 5238 mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity .with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party, or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall RFP # 5238 under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work -made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 27. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 28. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. RFP # 523 8 29. NO CONTINGENT FEES; The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 30. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incur7ed by the Contractor in providing such gratuities. 31. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Exhibit D). 32. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City, Texas, or his designee under this agreement. 33. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. RFP # 5238 34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved.party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 35. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terns on any the Contractor invoice, order or other document shall have any force or effect to change the terns, covenants, and conditions of the Contract. 36. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a tern defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 37. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request'for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option, the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. RFP # 5238 38. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. INVALIDITY: The invalidity, illegality, or uncnforecability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 40. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 5:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 42. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City is prohibited from contracting with or making prime or sub- awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City. RFP 9 5238 43. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refiised the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 44. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally fiunded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. 'Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 1Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 45. RIGHT TO INFORMATION: The City reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. RFP # 5238 46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be'required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. bttp://www,access.gp.Q.gov/clavisbacorVtx.html 48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to Rimishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City shall not be liable to Respondent or its employees for any Unemployment or Workers` Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify-the City and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. 52. FORCE MAJEURE: The City, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City. In the event of an occurrence under this Section, the Respondent will be RFP # 5238 excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 53. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 4 5238 EXHIBIT "B" City of Denton Standard Terms and Conditions Exhibit B Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $525,400. Pricing shall be per Exhibit E attached. Contract Terms The contract term will be one (1) year period, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. and the Awarded Contractor shall have the option to renew this contract for an additional two (2) one -year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Technical Specifications as identified in Exhibit 2 and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments ", or the section(s) titled "termination ". At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (b) months. RFP # 5238 EXHIBIT "C' Insurance Requirements Exhibit C INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the coarse of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the mininzrrn2 insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any tine; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self - insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. RFP # 5238 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate Iimit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either doublq the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,00.0__.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CO 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form properly damage liability. RFP 4 5238 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for; • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at Ieast $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract, Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP # 5238 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City fiends. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP ## 5238 ATTACHMENT I [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and RFP # 5238 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 1. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; RFP ## 5238 b, notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (l) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will' provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP # 5238 EXHIBIT "D" Form CIQ -- Conflict of Interest Questionnaire Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE FORM C I Q )For vendor or other person doin business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE This questionnaire is being riled in accordance with chapter 176 of the Local Government Code by a person who USE ONLY has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person pate Received meets requirements tinder Section 176.006(x). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. ]Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? ED Yes 0 No B, Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 0 Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental Date entity RFP # 5238 EXHIBIT "E" Contractors Proposal rf �C •C pal rt m O * n �* O ID s rt, ID m o o o M (D CL 0- (D o — w O Q. a� ^C -n (D Q (moo T iC rn 3 ; a rt tea• f? ¢1 C . m p W V_ C r} a ° o -� n n n n � rte+ n D Gl G� G7 ., 0 D j � -h O -• �. �. c't CU o Q 0. nNi o� tia o v o o ro 3 3 3 Q- O n n n n au 0 01Q Cr (D (o �t A' t � . 0 s1 O 5 rr+ rr+ 3 �.• N :)7 cu ;lD ry- (D N O rT+ r� s 11+ r+ �; C ((u ((n ro' . 3 O to N �. CD N Q b (D % O S fli O to D O a v rn cn O rA-F Q Q- (rtD rtD f N O v rrt N O O O O• a Q O i C n rF� N W N O _' fD CD CA rL -p 3 r+ O O m: fD n Vf cu (D N 0 O •p o O O_ n � q C m Z O rl .� y v O O O Ln O O 0 1V �.> Q n �. O n n n n n N Q CFQ °o o a p o b n O o n' 0 O O i' ry C O ORIGINAL ■ 1]'�1�Y IC�7► The City of Denton Purchasing Department 901 -B Texas Street Denton, Texas 76209 RFP 5238 WOOD GRINDING SERVICES FOR THE CITY OF DENTON NIGP CLASS and ITEM 595 1 95 Issue Date: June 10, 2013 Response due Date and Time (Central Time): Tuesday, July 2, 2013, 2:00 p.m. CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES SOLICITATION CHECKLIST Checklist for RFP #5238 Title: WOOD GRINDING SERVICES Opening Date: 7/2/2013 at 2:00 PM Contractor Name and Address: i-w- ; G ; �p sApo iq L7 Contact: 16 _(`�rt{il•rer. /MC ( IkI TX Taxpayer VIN #: q7S- Z('31 39 7 7Z. Phone:. g (7 1 U4 SLv ,;t 4 Fax: 6-? S�-a7 e Email: er4or ��� ��iiytt2G�C�i •COiU1 1. Submit one (1) original and two (2) WRITTEN copies of submittal (REQUIRED) a. Submit Written Proposal by courier, hand delivery, or mail b. Exhibit 1 -Excel Pricing Sheet, Review, complete, and return 2. Email Exhibit 1 in Excel format to ebidsOcityofdenton.com 3. Submittal Content (Meet Sect' n III) • Review all requirements / • Ensure your firm meets all stated minimum requirements ✓ • Documentation included tsupport the evaluation criteria — • Company Information • Relevant Experience and Qualifications ./ • Methodology (Service Contracts Only) • Quality Assurance / Quality Control T^ • Litigation History Statement • Addendum(s) Reviewed and return ✓ • Attachment A, Review • Attachment t3, Not Applicable ✓ • Attachment C, Review, complete, and return • Attachment D, Not Applicable • Attachment E, Review, complete, and return • Attachment F, Review, complete, and return ✓ • Attachment G, Review, complete, and return • Attachment H, Review, complete, and return �- • Attachment 1, Review • Attachment J, Review, complete, and return J PAGE 2 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES TABLE OF CONTENTS Section I General Section II Procurement Process and Procedures Section III Submittal Requirements Section IV Evaluation and Award Section V Payment and Performance Requirements Section VI Standard Terms and Conditions Attachment A Insurance and Workers' Compensation Requirements Attachment B Not Applicable Attachment C Business Overview Questionnaire Forms Attachment D Not Applicable . Attachment E Safety Record Questionnaire Attachment F References Attachment G Conflict of Interest Form Attachment H Disadvantaged Business Utilization Attachment I Sample Contract Documents Attachment 3 Acknowledgment Exhibit I Pricing Sheet Exhibit 2 Scope of Work and Technical Specifications PAGE 3 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section Y. General. 1. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in providing goods or services of this R.H. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Teas Local Government Code 252,0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City of Denton is e-xempt front Federal Excise and State Sales Tax. A. COMMUNITY PROFILE Denton, Texas is a Main Street City in the North Texas region at the apex of Interstate 35 East and Interstate 35 west. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core, with a population of 113,000. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to. greenbelt areas and newly annexed rural areas. Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E & W. This summer Denton County Transportation Authority (DCTA) began operation of a passenger rail service that runs from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service is accompanied by the opening of two rail stations in Denton. The City of Denton has also taken a proactive approach in its pursuit of environmental and sustainable initiatives. The City has, through DME, become a national leader in renewable energy with more wind power per capita than any other city in the United States and through Denton Solid Waste, become a national leader in sustainability and environmental stewardship through various award winning programs. The City of Denton has experienced significant growth over the past few years and significant utilization of goods and services to meet the ever growing needs of a vibrant community has driven the need to obtain long term committhents to supply materials and services. The City desires an innovative solution that ensures a successful approach to provide goods and services; PAGE 4 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES and allows for fluid responsiveness to upcoming changes -- both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. 2. MINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. Five (5) years experience providing similar products or services in the North Texas area. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. a A defined level of industry knowledge and understanding. 3. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional two (2) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Technical Specifications as identified in Exhibit 2 and the Procurement Process and Procedures as outlined in Section 11. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments ", or the section(s) titled "termination ". At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. PRICING Firm Price Pricing and discounts proposed is firm for the initial one -year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADJUSTMENTS ". Price Decreases/Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. PAGE 5 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 5. PRICE ADJUSTMENTS Prices quoted for the commodities or services described in the RFP must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)" for ready mix concrete manufacturing (PCU3273203273200) and the PPI for #2 Diesel (PCU) ( littp : / / %vwiv.bls.gov /ppi /home.htm) . The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- S% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of + / -I %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the g% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre - price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. The request can be sent by e -mail to: plIrchasing Er,cityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5238 901 B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Producer Price Index /PPI is defined by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers` prices may differ due to government subsidies, sales and excise taxes, and distribution costs. PAGE 6 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 6. SUBSTITUTIONS Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. 7. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any proposals that do not clearly outline all qualifications may be disqualified. 8. INTELLECTUAL PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such soflwarc under the terms of this Contract; or (2) replace or modify the software so that it is non - infringing. 9. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non- confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 10. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ( "BAFO "). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered PAGE 7 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 11. COOPERATIVE PURCHASING /PIGGYBACK OPTION The contract resulting from this solicitation will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Provided that other governmental entities are interested in ordering from the resulting contract, and other delivery locations are requested than originally agreed upon, the City of Denton and the awarded contractor will seek a mutual agreement for pricing to other locations. Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton contract number (RFP member) within the purchase order document. After award, the contractor agrees to pay a service fee in the amount of 2% of the dollar amount of all externally issued purchase orders generated from use of this contract by cooperative agencies. The contractor further agrees to remit the service fee by check on a quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also provided quarterly sales reports from the Contract awards and Purchase Orders issued from the Contract, for the purpose of billing and collecting the service fee, and for compiling required purchasing history. This report shall be sent to urchasiji r cit yofdenton.coni on or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Offerors records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor 12. QUANTITIES The quantities indicated on the Pricing Sheet (Exhibit 1) are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 13. PRODUCT CHANGES DURING CONTRACT TERM The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasin a oityofdenton,com, with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. PAGE 8 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 14. AUTHORIZED DISTRIBUTOR The respondent shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 15. SAMPLES Respondents must make samples available upon request by the City of Denton prior to award with no costs to the City. 16. SHIPPING, DELIVERY, AND PACKAGING Identification of Shipments: In addition to the complete destination address, each delivery must be clearly marked with the purchase order number. Each shipment must be accompanied by a packing slip. Packaging and Labeling: All items shipped must be properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot number (if applicable) and any other necessary identifying information. Special Delivery Requirements: Customers may have specific, internal delivery rules and policies. These will be provided on each purchase order issued by the customer. The contractor(s) will be required to adhere to those requirements. Hours of Delivery: Delivery shall be made during the hours of 8 :00 am to 4:00 pin (CST) of the Customer unless prior approval for after -hours delivery has been obtained from the Customer. In the event of any approval by the Customer for after -hours delivery, Respondent may not invoice any additional charges for that delivery. Respondent is encouraged to obtain Customer's hours of operation at time of order. Delivery Schedule: Respondent's shall furnish, in the space indicated on the Mandatory Price Sheet, a delivery schedule for each line item as to time required for delivery after receipt of order (ARO) under normal conditions, Delivery Days means calendar days, unless otherwise specified. Failure to state delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to negotiate delivery times. Delivery Delays: If delay is foreseen, Contractor shall give written notice to the Customer and must keep Customer advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Customer to purchase goods and services of this RFP elsewhere and charge any increased costs for the goods and services, including the cost of re- soliciting, to the Contractor. Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the City's authorized list of suppliers. PAGE 9 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Compliant Products: Providing products or materials which do not meet all specification requirements does not constitute delivery. Delivery does not occur until the Respondent delivers products or materials in full compliance with the specifications to Customer's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting specifications are discovered after payment has been made. Restocking Fee: The Customer may request that a Contractor accept return of merchandise already delivered or that a Contractor cancel an order prior to delivery. if the return is required through no fault of the Contractor, the Contractor may request a reasonable restocking charge. The Customer may pay a restocking charge if the CPA or Customer determines that the charge is justifiable. As a guideline, such charges shall not exceed 10 %. There shall be no fees charged for cancellation of an order prior to shipment by the Contractor. 17. SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may exist at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately Iicensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. 18. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the RFP to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. PAGE 10 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 19. PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: The Contractor shall be assessed a one (I %) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2 %) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. 20. WARRANTIES The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. 21. INSURANCE THIS IS A COMMODITY ONLY CONTRACT Respondent shall provide, upon award, a certificate of insurance evidencing their insurance coverage's and amounts per Insurance and Workers' Compensation Requirements - Attachment A. 22. CONTRACTS The successful awarded vendor will be required to sign an original contract. A sample contract is provided in Attachment I — Sample Contract. Respondents shall review the document and note exceptions in the proposal. 23. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. PAGE 11 OF RFP #5238 1. CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section II Procurement Process and Procedures SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue RFP: Deadline for Submission of Questions: Deadline for Submission of Proposal: Evaluate and rank initial results: Completion of Negotiations: PUB Award: Official Award: 6112/2013 6/25/2013 at 2:00 PM Central Time 7/02/2013 at 2 :00 PM Central Time 7/10/2013 7/15/2013 7/22/2013 8/06/2013 The City of Denton is using the RFP `Issue Date' as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. 2. NON - MANDATORY PRE- SUBMITTAL CONFERENCE 3. 4. Not Applicable Internet link to meeting location: htt ) : / /ma s. oogle.com/iiiips?f=g&sotti-ce=s &hl =en& encode =& =901b +Texas Street, +Denton, ±TX &ao = &sll= 37.0625,- 95.677068 &ss n= 45.332616107.92 — 9687 &ie= UTliB &li = &luieai~901 +Texas +St +De nton, +Texas +76209 &z =16 PROPOSERS COST TO DEVELOP SUBMITTAL Respondents to this RFP are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the RFP become property of the City of Denton and will be returned only at the option of the City. MINIMUM RESPONSE Submittals that do not, at a minimum, contain the information as specified under Section III and Exhibit I Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any Firm submitting a Proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. PAGE 12 OF RFP #5238 CITY OF DENTON RFP 6238 FOR WOOD GRINDING SERVICES 5. VALIDITY PERIOD The information included in the solicitation responses), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. 6. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION IIi, SHALL BE REJECTED. THE CITY SHALL REJECT PROPOSALS SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the RFP and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 7. PROPRIETARY INFORMATION If a Proposer does not desire proprietary information in the Proposal to be disclosed, the Proposer shall identify all proprietary information in the Proposal. This identification will be accomplished by individually marking each page or line item detail with the words "Proprietary Information ". If the Proposer fails to identify proprietary information, the Proposer agrees that by submission of its Proposal, that those sections shall be deemed non - proprietary and made available upon public request. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of all Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 8. NON - ENDORSEMENT If a Proposal is accepted, the successful Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful Proposer's services. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposer contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing PAGE 13 OF RFP #5238 CITY OF DENTON RI=P 5238 FOR WOOD GRINDING SERVICES staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposer shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided, if a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the Proposer being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP, 10. ADDENDUMS Proposers are required to submit signed addendum acknowledgement(s) with their proposal. Proposers will be responsible for monitoring the City of Denton Purchasing Website at: htt r / /i -,,Nvw.cit ofdenton.cotiilijidex.as x`? a e =397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 11. CONTACT BETWEEN PROPOSER AND THE CITY OF DENTON Respondents shall direct all inquiries and communications concerning this RFP to the Point of Contact(s) listed below: City of Denton Procurement Point of Contact: Jody Word Buyer 901 -B Texas Street Denton, TX 76209 (940) 349 -7100 Fax: (940) 349 -7302 'od ,word cit yofdenton.com PAGE 14 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section III Submittal Requirements Proposals shall address the following criteria. For consideration the proposal must submit the minimum criteria noted below. Proposals shall, as a minimum, include all the information described in Items 1 through 10 below to be considered responsive. The "Business Overview Questionnaire" included as Attachment C is an acceptable format for providing much of this information. A Microsoft Word copy of this form will be provided on receipt of an email request. Other information, if provided, shall be included as appendices at the back of the proposal. A firm may submit a solicitation response for one or more of the categories of services requested in this RFP. The City of Denton shall accept written submissions only, until (July 2, 2013/2:00 PM). Firms shall submit one original copy signed by an officer authorized to bind the company, and 3 copies of the completed response to this solicitation in a scaled envelope. Additionally, the respondent shall provide a formatted CD(s) or memory drive, containing a complete copy of the contractor's response to this solicitation, or submit electronically to ebirls@cityoftlenton.com. The format shall be in Microsoft Office format. Submit ricin for requested services as provided in Exhihit 1. Pricing shall he provided in bard copy with the written submission, and also e- mailed in Excel to ebids i it w dentott.com before the proposal due (late. The format shall be in Microsoft Word and Excel format only. Submittals shall include on the envelope and the cover sheet the following information: Request for Proposals (RFP) #15238 Wood Grinding Services. Proposals may be hand delivered (by firm or express courier) to the address listed below; however, e- mailed only submittals will not be accepted. Additionally, no oral, telephone, telegraphic, or facsimile proposals will be accepted. Where solicitation responses are sent by mail or courier, the responsibility of timely delivery is the respondent's. Pages should be numbered and contain an organized, paginated table of contents corresponding to the section and page of the submittal. Appendices may be used for general firm information. The solicitation response shall be no more than 200 pages in length (excluding sample contracts, directories, and lists, etc.). All submittals, whether mailed or delivered by courier shall be sent to and received no later than (July 2, 2013) at 2:00 p.m., Central Time at the following address: City of Denton Attention: Jody Word Buyer 90113 Texas Street, Denton, TX 76209 940 - 349 -7100 Written proposals must be submitted by 2:00 p.m. on the response due date. Anx proposal received after the date and /or hour set for Proposal %2ening will be returned uno ened. The City of Denton reserves the right to accept or reject in part or in whole any proposals submitted, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. PAGE 15 OF REP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Each Contractor is responsible for taking the necessary steps to ensure their proposal is received by the date and time noted herein, The City is not responsible for missing, lost or late mail or any mail delays, internal or external, that may result in the proposal arriving after the set time. Proposals shall include on the envelope and the cover sheet with the RFP number and name. 1. COVER SHEET / Include Respondent Company name, contact information, RFP number and name, 2. INTRODUCTION (EXECUTIVE SUMMARY) —1 Page Maximum Briefly describe your understanding of the requested services, important issues, and City requirements. 3. FIRMS ORGANIZATION a. Name and Address of the Individual or Business b. General overview of the Business c. Business Profile(s), including: 1) Type of Business (limited partnership, corporation, etc.) 2) Business History and Age 3) Business Size (including number in each required discipline) 4) Areas of special concentration S) Telephone number and fax number 6) Number of year firm in business 7) Amount of equity capital of the firm 8) Number and location of offices in Texas 9) Location of the office from which the work is to be managed 10) Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website URLs for any service projects for which they are available. 11) Name and contact information for the project manager or other key contact with the entity contracting these products or services. 12) Details of any awards received. As stated above, completion of Attachment C - Business Overview Form may substitute for submission of the above information. Additionally, firms may submit additional information, to ensure a more complete understanding of the firm, and comprehension of the capabilities. 4. RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. Indicate what resources the individual or business will have available to PAGE 16 OF RFP #5238 CITY OF DENTON RI=P 5238 FOR WOOD GRINDING SERVICES allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on -going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be given to project experience within the past five (5) years containing the team members proposed: a. Five (5) years experience with similar products or services, provide a description. b. A standard license or certification, if applicable. c. A defined level of industry knowlcdge and understanding d. The individual or business must be registered by the State of Texas or the County of Denton as a business and the must have all licensure required by the State to provide any services. c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). 5. DISCLOSURES a. Respondent shall detail any and all relevant history of litigation involving public projects. b. Respondent shall detail any and all exceptions within the proposal response. c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). 6. REFERENCES Respondent shall provide references including contact names, e-mail addresses and current, correct phone numbers of Firms or public entities for which you have performed similar professional services. Respondent shall complete Attachment F — References. 7. FEE STRUCURE PRICING Submit pricing for requested products or services as provided in Exhibit 1. Pricing shall be provided in hard copy and emailed in Excel to ebids@cilyofdentoii.com before the proposal due date. 8. EQUIPMENT SCHEDULE The respondent shall provide an equipment schedule. The schedule shall include the year, make, model and description of the equipment. PAGE 17 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 9. SAFETY RECORD The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the written definition and criteria as shown in the Safety Record Questionnaire (Attachment E) for accurately determining the safety record of a bidder prior to awarding bids on City contracts. 10. ADDITIONAL GENERAL REQUIREMENTS a. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. b. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. c. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. PAGE 18 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section IV Evaluation and Award 1. EVALUATION PROCEDURES Selection of a Firm(s) to provide the aforementioned services will be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code 252.043. The City of Denton shall open all proposals and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the Proposal submission in accordance with the selection criteria and will rank the Firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the Proposal. The selection criterion is listed below: a) Indicators of Probable Performance under contract (FACTOR: 10 %). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. b) Compliance with Specifications, Quality, Reliability, Characteristics to meet stated or implied needs plus Delivery Timeframe (FACTOR 30 %) Compliance with the stated specification(s), coupled with the quality and reliability of the goods and services, such as fitness for use that meets or exceeds customers expectations, and the characteristics of the product or service that bear on its ability to meet the stated /implied needs. The delivery time frame for goods after receipt of order (A.R.0) c) Price, Total Cost of Ownership (FACTOR: 50 %). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. In addition to the above factors, others that can be utilized as stated within Local Government Code 252.043 are: (1) the extent to which the goods or services meet the City's needs, (2)the impact on the ability of the City to comply with the laws and rules related to contracting with historically underutilized businesses and non- profit organizations employing persons with disabilities, (3) the long term cost to the City to acquire the respondents' goods and services, and (4) any relevant criteria specifically listed in the solicitation by the City. PAGE 19 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES The total possible score of the proposals shall be scored and weighted as indicated in Section IV, Step I items a -c. Based on the outcome of the computations performed, each proposal will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each proposal for completion of the final scoring process. The proposals shall be evaluated utilizing standard tools, based upon the weighted factors above, and will be assigned a final score. The City of Denton will proceed to Step 2, with the Firm(s) that are considered within the competitive range and present an overall best value to the City of Denton. Step 2: After the final ranking of the proposals and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton may elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as pail of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. Step 3: The City of Denton Procurement Department shall provide a written recommendation to the City of Denton City Council, which represents "best value" and request authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and confidential information in competitive sealed bids are not open for public inspection. All proposals shall be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the proposals secret during negotiations. A public opening will not be conducted with this process. THE AWARD PROCESS IS CONSIDERED OPEN AND ON -GOING UNTIL ALL FINAL NEGOTIATIONS HAVE CONCLUDED. After the contract has been awarded all proposals are open for public inspection and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Department shall be provided in a timely manner. PAGE 20 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 2. AWARD The City reserves the right to award by line item, section, or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the bidder. 3. PREFERENCES A. Environmentally Preferable Purchasing Policy Texas Local Government Code, Sec. 271907. VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS. (a) In this section, "governmental agency" has the meaning assigned by Section 271.003. (b) This section applies only to a contract to be performed, wholly or partly, in a nonattainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. (c) A governmental agency procuring goods or services may: (1) give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality; or (1) require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. (d) The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards. The cost may not exceed $100,000. This provision shall comply with City of Denton Resolution R2007 -032. PAGE 21 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section V Payment and Performance Requirements These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts /Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goads, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. PAYMENT AND INVOICES: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: Evww.dentonpui•chasing com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201 -4299. A pro -forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number, Upon contract award, suppliers are encouraged to receive payments through direct deposit. PAGE 22 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95 -0.07 and #95 -0.09. 3. PAYMENT TO PERFORMANCE MILESTONES: Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. The respondent shall complete Exhibit 1, pricing sheet. PAGE 23 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES Section VI Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be perforated principally at the City's premises or on public rights -of -way, 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3, CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. Tile City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. PAGE 24 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non- conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection, 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. PAGE 26 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11, COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et sect.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et .seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Naive, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time- sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. PAGE 26 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's reccipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of i. delivery of defective or non - conforming deliverables by the Contractor; H. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv, damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14, TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. PAGE 27 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: L a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit, and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. ,SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above , shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by PAGE 28 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be hilly responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. PAGE 29 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non- conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be frilly and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. PAGE 30 OF RFP #5238 CITY OF DENTON RI=P 5238 FOR WOOD GRINDING SERVICES C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverablcs. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refiinded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief ender the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years PAGE 31 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of finds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. 'Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include PAGE. 32 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: PAGE 33 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon cither of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. A The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract, xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33, CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the naives and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. PAGE 34 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code, 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a PAGE 35 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at Ieast reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing eopyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made- far -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. PAGE 36 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision- making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G). 44, INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. PAGE 37 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 45. ASSIGNMENT- DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City PAGE 38 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for rip to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50, JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY; The invalidity, illegality, or unenforecability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4,00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. PAGE 39 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment B. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, phis allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. PAGE 40 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The awarded contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at hitpJ/ FVNN, w. dol.govhvlid /contracts/dbra.htm and at the Wage Determinations website www.wdol.gay for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following; (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, ,STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. PAGE 41 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVE, RNMENT PROPERTY: The Respondent shall be liable for all damages to government - owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or fi•om liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal fiends being spent under the Contract. PAGE 42 OF RFP ##5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT A INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time, however, Contractors are strongly advised to make such requests prior to proposal /bid opening, since the insurance requirements may not be modified or waived after proposallbid opening unless a written exception has been submitted with the proposal /bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self - insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ lame as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. PAGE 43 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. if insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00_ shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. PAGE 44 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500, 000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. PAGE 45 OF RFP #5238 CITY OF DENTON RI=P 5238 FOR WOOD GRINDING SERVICES [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. I ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. PAGE 46 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A, Definitions: Certificate of coverage ( "ccrtificate ") -A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, rile a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain frorn each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and PAGE 47 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends daring the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4, obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; PAGE 48 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. PAGE 49 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT B NOT APPLICABLE PAGE 60 OF RFP #5238 CITY OF DFNTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: I loRec ,`inq 06�x + L}? 2. Address (Principal Place ofBusiness): 4 �-Oa tum,1ln 'TG -7 {Q I 15- 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? qc5 4. TaxPaycrID# :75- a(e397Va 5. Email Address of Primary contact: �U4) eL r heAye444 40fP-OfG1'n9 6. Website Address: w eom � 7. Telephone: 81"7 9d(o SZpaCe 8. Fax: `91 ? '702 (P 5-7p a V 9. Other Locations: Nb ke 10. Organization Class: Partnership ✓ Individual Corporation Association 1 1 . Date Established: Lo 1 199 tp 12. Former Business Name: N l t'�- 13. Date of Dissolution: +DIPS" 14. Subsidiary of: N/A- 15. Historically Underutilized Business: Yes o No 16. Principals and Officers: me�Aae l j W1,11 Please detail responsibilities with the name of each principal or officer. 56E ATT#4CqAViVr 17. Key Personnel and Responsibilities: �t dxr Cka; ret- Please detail responsibilities with the name of each key personnel. PAGE 51 OF RFP #5238 J Michael Hill — President Oversight of all day to day activities of the operations of Thelin Recycling. Responsible for employee placement, productivity, and advancement in all areas. Bids work, coordinates completion. Codes all A/P to proper GL. Maintains quality control over production and delivery of materials. Responsible for equipment maintenance to ensure ongoing production. Works with customers to ensure satisfaction. Works to expand the business. Hector Chairez -- Grinding Supervisor. The Grinding Superintendent effectively manages and is directly responsible for all assigned grinding operations and personnel. To achieve this, the Grinding Superintendent implements and maintains systems and procedures that ensure all grinding operations are in accordance with quality standards, safety standards, according to specified cycle time, within allotted budget, achieving company's goals and providing customer service. Schedules mobilizations / demobilizations of equipment. CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES 18. Number of Personnel by Discipline: N I K Discipline Number of Staff /� # Registered 19. Services Provided by Conti-actor: !' C-0 �' f K-9 W04 &( P500440t 4-0Qxb' 4s a. Please provide a detailed listing of all services that your company provides. b. Please detail your prior experience working on similar projects with Texas governmental entities, c. Please detail your similar services provided over the past two (2) years. d. Detail documented proof of at least three (3) projects in the past two (2) years. e. Please detail these services, including, the nature of the services provided, the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. ao 21. Please provide at least (3) three references (prefer(thly municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. 5M 4 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. 14 t7 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). -tl p 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "Gencr l Construction Standards" as they apply to your Company's customary activities? S http:// iN,�vw. osha. gov /pls /oshaweb /owasrch,search_ form ?p_doe type= _STANDARDS &p toc level =l& ) ke ,value =1926 PAGE 52 OF RFP ##5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT E SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a bidder prior to awarding bids on City contracts. The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof, The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to perform the services or goods required by the bid documents in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. In order to obtain proper information from bidders so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: PAGE 63 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES UESTION ONE Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establislnnent inspected, category of offense, final disposition of offense, if any, and penalty assessed. UiESTION TWO Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice of enforcement, suspension /revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: 6 GA�MCAO Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREi E Has the bidder, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injul or death? YES NO If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. PAGE 54 OF RFP #5238 Bryan W. Shaw, Ph.D., Chan °matt Carlos Rubinstein, Commissioner Toby Baker, Commissioner Zak Covar, Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Poltutiorr August: 21, 2012 Mr. Michael Hill, Manager Thelin Recycling Company, L.F. 6225 Thelin Street Fort Worth, Texas 76115 Re: Notice of Compliance with Agreed Order City of Cleburne and Thelin Recycling Company, L.P.; RN1025216o6 Docket No. 2012- 0325- MLM-E; Enforcement Case No. 43508 Dear Mr. Hill: This letter is to inform you that a review of Texas Commission on Environmental Quality ( "TCEQ ") records concerning the above - referenced enforcement matter indicates that the City of Cleburne and Thelin Recycling Company, L.P. have fulfilled the requirements of the Agreed Order effective on August 12, 2012. Specifically, the City of Cleburne and Thelin Recycling Company, L.P. have paid the administrative penalty assessed in the Agreed Order. Based upon this, we conclude that your response has been satisfactory and no further action is necessary at this time with respect to this enforcement matter. The Order will terminate on August 12, 2017, provided the City of Cleburne and Thelin Recycling Company, L.P. maintain compliance with all terms and conditions of the Order. We appreciate your cooperation, and if we can be of any further assistance, please contact Mr. James Nolan at (512) 239 -6634• Sincerely, Michael De La Cruz, Manager Enforcement Division RECEIVED AUG 272M Y: cc: Ms. Alyssa Taylor, Manager, Air Section, Dallas /Fort Worth Regional Office, TCEQ P.O. Box 13087 , Austin, Texas 78711 -3o87 1 512 -239 -1000 • tceq.texas.gov How is our customer service? teeq.texas.gov /customersurvey prnnted an recycled caper Vsong veg'taole -ba, nk Bryan W. Shaw, Ph.D,, Chairman �i,�E 0� Carlos Rubinstein, Commissioner f 'trs Toby Baker, Commissioner Zak Covar, Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing .Pollution August 9, 2012 CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr, Michael J. Hill, President Thelin Recycling Company, L.P. 6225 Thelin Street FortWoi -th, Texas 76115 Re: TCEQ Enforcement Action City of Cleburne and Thelin Recycling Company, L.P. 2012 - 0325 -MLM -E Dear Mr. Hill: Enclosed for your records is a fully- executed copy of the Agreed Order for the above - referenced matter. Should you have any questions, please contact James Nolan, the Enforcement Coordinator assigned to this matter, at (512) 239 -6634. Sincerely, AI"YA- Debra Barber Enforcement Division _ Enclosure cc: James Nolan, Enforcement Division Air Section Manager, Region 4 AUG 13 2012 P.O. Box x3087 , Austin, Texas 78711 -3087 • 512- 239 -1000 • tceq.texas.gov How is our customer service? tceq.texas.gov /custornersurvey printed on recycled paper TEXAS COMMISSION ON ENVIRONMENTAL QUALITY' R0 IN THE MAT'T'ER OF AN § BEFORE THE ENFORCEMENT ACTION § CONCERNING § CITY OF CLEBURNE AND § TEXAS COMMISSION ON THELIN RECYCLING COMPANY, § L.P. § RN1025=6o6 § ENVIRONMENTAL QUALITY AGREED ORDER DOCKET NO. a.012- 0325 -MLM -E I. JURISDICTION AND STIPULATIONS At its JUL 2 7 2012 agenda, the Texas Commission on Environmental Quality ( "the Commission" or "TCEQ ") considered this agreement of the parties, resolving an enforcement action regarding .the City of Cleburne and Thelin Recycling Company, L.P. ( "the Respondents ") under the authority of TEX. HEALTH & SAFETY CODE chs. 361 and 382 and TEX. WATER CODE ch. 7. The Executive Director of the TCEQ, through the Enforcement Division, and the Respondents appear before the Commission and together stipulate that: 1. The City of Cleburne owns and operates a resource recovery center at 2625 Pipeline Road in Cleburne, Johnson County, Texas (the "Site ") where Thelin Recycling Company, L.P. conducts grinding operations at the Site. 2. The Site consists of one or more sources as defined in TEx. HEALTH & SAFEi'y--CODE § 382.003(12) and involves or involved the management of municipal solid waste as defined in TEm HEALTH & SAFE'L'Y CODE ch. 361. 3. The Commission and the Respondents agree that the Commission has jurisdiction to enter this Agreed Order, and that the Respondents are subject to the Commission's jurisdiction. 4. The Respondents received notice of the violations alleged in Section II ( "Allegations ") on or about December 4, 2011. 5. The occurrence of any violation is in dispute and the entry of this Agreed Order shall not constitute an admission by the Respondents of any violation alleged in Section II ( "Allegations "), nor of any statute or rule. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO. 2012- 0325 -MLM -E Page 2 6. An administrative penalty in the amount of Seven Hundred Fifty Dollars ($750) is assessed by the Commission in settlement of the violations alleged in Section II ( "Allegations "), The Respondents have paid Six Hundred Dollars ($600) of the administrative penalty and One Hundred Fifty Dollars ($150) is deferred contingent upon the Respondents' timely and satisfactory compliance with all the terms of this Agreed Order. The deferred amount A-M be waived upon full compliance with the terms of this.Agreed Order. If the Respondents fail to timely and satisfactorily comply with all requirements of this Agreed Order, the Executive Director may require the Respondents to pay all or part of the deferred penalty. 7. Any notice and procedures, which might otherwise be authorized or required in this action, are waived in the interest of a more timely resolution of the matter. 8. The Executive Director of the TCEQ and the Respondents have agreed on a settlement of the matters alleged in this enforcement action, subject to the approval of the Commission. g. The Executive Director recognizes that on October 26, 2011, the Respondents conducted training with all operators at the Site regarding proper grinding operations, traffic safety, litter control, and managing air pollutants to prevent a reoccurrence of similar violations, The Respondents have also implemented procedures to train operators prior to future grinding operations. 10, The Executive Director may, without further notice or hearing, refer this matter to the Office of the Attorney General of the State of Texas ( "OAG ") for further enforcement proceedings if the Executive Director determines that the Respondents have not complied with one or more of the terms or conditions in this Agreed Order. 11. This Agreed Order shall terminate five years from its effective date or upon compliance with all the terms and conditions set forth in this Agreed Order, whichever is later. 12. The provisions of this Agreed Order are deemed severable anal, if a court of competent jurisdiction or other appropriate authority deems any provision of this Agreed Order unenforceable, the remaining provisions shall be valid and enforceable. II. ALLEGATIONS As owner and operators of the Site, the Respondents are alleged to have failed to operate control devices as necessary to achieve maximum control of dust emissions that resulted in a dust nuisance and a traffic hazard, in violation of 3o TEx. ADMIN. CODE §§ 101.4, 101.5, 33242), 332.8(x)(6), 332.8(b)(3), and 332.8(b)(4) and TEx. HEALTH & SAFETY CODE § 382.085(a) and (b), as documented during an investigation conducted on September 21, 2011. Specifically, citizen collected evidence documented that on August 29, 2011, the Respondents failed to operate control devices on the grinder and the conveyors, resulting in reduced visibility on Pipeline Road and a nuisance condition that impacted surrounding properties. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO. 2012 - 0325- MLM-E Page 3 III. DENIALS The Respondents generally deny each allegation in Section II ( "Allegations "). IV. ORDERING PROVISIONS 1. It is, therefore, ordered by the TCEQ that the Respondents pay an administrative penalty as set forth in Section 1, Paragraph 6 above. The payment of this administrative penalty and the Respondents' compliance with all the terms and conditions set forth in this Agreed Order resolve only the allegations in Section Ii. The Commission shall not be constrained in any manner from requiring corrective action or penalties for violations which are not raised here. Administrative penalty payments shall be made payable to "TCEQ" and shall be sent with the notation "Re: City of Cleburne and Thelin Recycling Company, L.P., Docket No. 20x2- o325- MLM -E" to: Financial Administration Division, Revenues Section Attention: Cashier's Office, MC 214 Texas Commission on Environmental Quality P.O. Box 13088 Austin, Texas 78711 -3o88 2. The City of Cleburne and Thelin Recycling Company, L.P. are jointly and severally liable for the violations documented in this Agreed Order, and are jointly and severally liable for timely and satisfactory compliance with all terms and conditions of this Agreed Order. 3. The provisions of this Agreed Order shall apply to and be binding upon the Respondents. The Respondents are ordered to give notice of the Agreed Order to personnel who maintain day -to -day control over the Site operations referenced in this Agreed Order. 4. This Agreed Order, issued by the Commission, shall not be admissible against the Respondents in a civil proceeding, unless the proceeding is brought by the OAG to: (1) enforce the terms of this Agreed Order; or (2) pursue violations of a statute within the Commission's jurisdiction, or of a rule adopted or an order or permit issued by the Commission under such a statute. 5. This Agreed Order may be executed in separate and multiple counterparts, which together shall constitute a single instrument. Any page of this Agreed Order may be copied, scanned, digitized, converted to electronic portable document format ("pdf" ), or otherwise reproduced and may be transmitted by digital or electronic transmission, including but not limited to facsimile transmission and electronic mail. Any signature affixed to this Agreed Order shall constitute an original signature for all purposes and may be used, filed, substituted, or issued for any purpose for which an original signature could be used. The term. "signature" shall include manual signatures and true and accurate reproductions of manual signatures created, executed, endorsed, adopted, or authorized by the person or persons to whom the signatures are attributable. Signatures may be copied or reproduced digitally, electronically, by photocopying, engraving, imprinting, lithographing, electronic mail, facsimile transmission, stamping, or any other means or process which the Executive Director deems acceptable. In this paragraph exclusively, the terms "electronic transmission ", "owner ", "person ", "writing ", and "written" shall have the meanings assigned to them under TEx. Bus. ORG. CODE § 1.002. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO. 2012 - 032, -MLM -E Page ,4 6. Under 30 TEX. ADMIN. CODE § 70.ro(b), the effective date is the date of hand- delivery of the Order to the Respondents, or three days after the date on which the Commission mails notice of the Order to the Respondents, whichever is earlier. The Chief Clerk shall provide a copy of this Agreed Order to each of the parties. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO, 20-12-- 0325 -MUI -E Page 5 SIGNATURE PAGE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY For the Commission , gwaaA- 7 2 ZZ 6 2 For th. ecutive Director Date I, the undersigned, have read and understand the attached Agreed. Order. I am authorized to agree to the attached Agreed Order on behalf of the entity indicated below my signature, and I do agree to the terms and conditions specified therein. I further acknowledge that the TCEQ, in accepting payment for the penalty amount, is materially relying on such representation. I also understand that failure to comply with the Ordering Provisions, if any, in this order and/or failure to timely pay the penalty amount, may result in: • A negative impact on compliance history; • Greater scrutiny of any permit applications submitted; • Referral of. this case to the Attorney General's Office for contempt, injunctive relief, additional penalties, and/or attorney fees, or to a collection agency; • Increased penalties in any future enforcement actions; • Automatic referral to the Attorney General's Office of any future enforcement actions; and • TCEQ seeking other relief as authorized by law, In addition, any falsification of any compliance documents may result in criminal prosecution. Sign ure Date Rick Holden City Manager, City of Cleburne Name (Printed or typed) Title Authorized Representative of the City of Cleburne Instructions: send the original, signed Agreed order with penalty payment to the Financial Administration Division, Revenues section at the address in Section N, paragraph 1 of this Agreed Order. City of Cleburne and Theliri Recycling Company, L.P. DOCKET NO. 2012 - 0325 -MLM -E Page 6 SIGNATURE PAGE TEXAS COMMISSION ON ENWRONMENTAL QUALITY For the Commission A le" �, � i ja -_ '-I _For _t xecutive Director.. 7 2,7 20 2- Date I, the undersigned, have read and understand the attached Agreed Order. I am authorized to agree to the attached Agreed Order on behalf of the entity indicated below my signature, and I do agree to the terms and conditions specified therein, I further acknowledge that the TCEQ, in accepting payment for the penalty amount, is materially relying on such representation. I also understand that failure to comply with the Ordering Provisions, if any, in this order and /or failure to timely pay the penalty amount, may result in: A negative impact on compliance history; • Greater scrutiny of any permit applications submitted; • Referral of this case to the Attorney General's Office for contempt, injunctive relief, additional penalties, and /or attorney fees, or to a collection agency; • Increased penalties in any future enforcement actions; • Automatic referral to the Attorney General's Office of any future enforcement actions; and TCEQ seeking other relief as authorized by law, In addition, any falsification of any compliance documents may result in criminal prosecution. Name (Printed or typed) E Authorized Representative of Thelin Recycling Company, L.P. Date Title Instructions: Send the original, signed Agreed order with penalty payment to the Financial Administration Division, Revenues Section at the address in Section IV, Paragraph 1 of this Agreed Order. A E ,A � h3 v 0 O s v w oo, ° t tot d �a Ei < a _ � Z W N C uy O p O U x H U _ 'V � Pr •d a� a°+ u 10; ° Z s G y 4 7 A v 0 s, 0 O 0 D4 C a F ti z° �y1 e1 0 F-� 8 0 G I d3' w� s M o RRR��i 0�3 , >• v a� o w� O m a a a d ro N a w z° U, r d V O a d :U s s� o> o >T -, 6 O V 0 LU sLU 'O O K o � A O a � � o q � w O fj 'O CL a .ST 5 W a •o -0 0 U rq C0 p M M O .w 6T CA `O 5. M M CAS M •'-� .L'� M Zj •-� N s G y 4 7 A v 0 s, 0 O 0 D4 C a F ti z° �y1 e1 0 F-� 8 0 G I d3' w� s M o RRR��i 0�3 , >• v a� o w� O m a a a d ro N a w z° U, r d V O a d :U s s� o> o >T -, 6 O V 0 LU sLU Audra Pennington From: Scott McCoy 1srnccoy26.imap@gmail.com] on behalf of Scott McCoy [smccoy26 @austin.rr,com] Sent: Friday, January 06, 2012 9:08 AM To: Michael Hill; Audra Pennington Subject: TCEQ - Cleburne Response Letter Attachments: Thelin Letter To TCEQ on Cleburne.doc Michael, Attached is a "Draft" letter to the TCEQ with a "Response" to each of the alleged violations. Since I do not have direct knowledge of the incident I hope the responses are correct. In reading the letter from TCEQ it may benefit you to send this in to let them know Thelin is working on some protocols to address their concerns. We can discuss these later. React them and let me know if you want me to send them to TCEQ or if you want to do that. There is also the issue of requesting a Hearing in Austin and if you want to do that concerning the stock piling of material within 50 ft of the property line, I think we can address that in the "Protocols" we establish. Thanks Scott KSS Consulting, LLC Scott McCoy, President Austin Texas 512 -698 -6946 CATHELINQs Recycling Company, L.P. January 5, 2012 To: Ms. Elizabeth Smith. Air Section, DFW Region Office 2309 Gravel Dr Fort Worth, Texas 76118 -6951 From: Michael Hill, Owner Thelin Recycling Company LP 5225 Thelin St Fort Worth TX 76115 -4402 RE: Notice of Enforcement for Compliance Investigation at: City of Cleburne Resource Recovery Center, 2625 Pipeline Rd, Cleburne, ,iohnson County, Texas TCEQ ID No.: JHo09lB; RN102521606; CN600241392 Dear Ms. Smith, This is to inform you that Thelin Recycling Company LC has received the letter dated November 29, 2011 from the Texas Commission on Environmental Quality concerning the alleged violations. We apologize for the delayed response but the holidays, as with many others, have interrupted our daily routine, Thelin Recycling does take the alleged violations very seriously and hope our proposed actions will satisfy the TCEQ and show that Thelin Recycling believes in the protection of the environment and recycling of valuable resources. Response to the alleged violations: Track 449147 Failure to prevent the dust emissions from traveling out of their facility and creating nuisance conditions on surrounding properties. Based on the citizen collected evidence submitted on September 2, 2411, dust emissions generated by Resource Recovery Center (RRC) during their grinding operation on August 29, 2011, impacted surrounding properties, in violation of 30 Texas Administrative Code (TAC) 101.4: Nuisance and 30 TAC 332.4(2): Nuisance conditions. Recommended Corrective Action: Immediately cease causing nuisance conditions Response: As documented in the alleged violation and the recommended correction action, operations causing the nuisance condition were immediately ceased. Track No: 449149 Failure to prevent the dust emissions from traveling out of their facility and creating a traffic hazard. Based on the citizen collected evidence submitted on September 2; 2011, dust emissions generated by Resource Recovery Center (RRC) during their grinding operation on August 29, 2011, reduced the visibility of Pipeline Road, in violation of 30 TAC 101.5; Traffic Hazard. Recommended Corrective Action: Immediately cease causing traffic hazard conditions. Response: As documented in the alleged violation and the recommended correction action, operations causing traffic hazard conditions were immediately ceased. Track No: 449151 5225 Thelin Street - Fort Worth, Texas 76115 Phone 817- 926 -5626 • Fax 817- 926 -5628 QsTHELIN iro Recycling Company, L.P. Failure to meet the 50 feet setback distance from northeast property line to the edge of the area storing feedstock. 30 TAC 332.8(b)(1) states that if the total volume of material to be mulched is greater than 2,000 cubic yards, the setback distance from all property boundaries to the edge or the area receiving, processing, or storing feedstock or finished product must be at least 50 feet. On November 4, 2011, Mr. Rodney Collins, RRC Superintendent indicated that the maximum feedstock accumulated on site was approximately 5,000 cubic yards. Based on aerial map, the area storing feedstock was located approximately 25 feet away from Resource Recovery Center's (RRC) northeast property line. Furthermore, RRC was also in violation of 30 TAC 332.8(a)(6), which states that the facility shall comply with 30 TAC 332.8(b). Recommended Corrective Action: Comply with 30 TAC 332.8(b)(1) and 30 TAC 332.8(a)(6). Response: As stated in the alleged violation, the City of Cleburne, Mr. Rodney Collins, RRC Superintendent that manages the site admits to several alleged violations. Thelin Recycling as a contractor does not have control over the site and where the City may have placed the material prior to Thelin arriving to the site. Thelin Recycling believes that this alleged violation should be the responsibility of the property owner. There is no way for Thelin as a contractor to know where the property line may exist. With that said, Thelin Recycling will work on a solution to achieve voluntary compliance by developing a protocol to assure that property lines are clearly defined before contract operations begin. Track No: 450486 Failure to utilize control devices as necessary to achieve maximum control of dust when stockpiling ground material for the grinder. 30 TAC 332.8(b)(3) states that if the grinder is not enclosed inside a building, it shall be equipped with low - velocity fog nozzles spaced to create a continuous fog curtain or watering equipment shall be available during the grinding operation. The controls shall be utilized as necessary for maximum control of dust. RRC conducted their grinding operations outside. Mr. Rodney Collins, RRC Superintendent and Mr. Hector Chairez, Thelin Recycling Company, indicated that only watering equipment was installed on the grinder; however, the watering system was not being used during the grinding operation on August 29, 2011. Furthermore, RRC was also in violation of 30 TAC 332.8(a)(6), which states that the facility shall comply with 30 TAC 332.8(b), Recommended Corrective Action: Comply with 30 TAC 332.8(b)(3) and 30 TAC 332.8(a)(6), Response: To correct this item Thelin Recycling will develop a training program for their staff to follow utilizing national recognized standards and/or protocols to address dust migration. Training will be reviewed during our monthly safety meeting and prior to equipment and staff being deployed to a grinding site. Track No: 451131 Failure to utilize control devices as necessary to achieve maximum control of dust for conveyors. 30 TAC 332.8(b)(4) states that all conveyors which off -load materials from grinders at a point which is not enclosed inside a building shall have available a water or mechanical dust suppression system. The controls shall be utilized as necessary for maximum dust control. RRC conducted their grinding operations outside. Mr. Rodney Collins, RRC Superintendent and Mr. Hector Chairez, Thelin Recycling Company, indicated that watering equipment was available; however, it was not being used during the grinding operation on August 29, 2011. Furthermore, RRC was also in violation of 30 TAC 332.8(a)(6), which states that the facility shall comply with 30 TAC 332.8(b). Recommended Corrective Action: Comply with 30 TAC 332.8(b)(4) and 30 TAC 332.8(a)(6). Response: As stated in the prior alleged violation, to correct this item Thelin Recycling will develop a training program for their staff to follow utilizing national recognized standards and/or protocols to address dust migration. Training will be reviewed during Thelin's monthly safety meeting and prior to equipment and staff being deployed to a grinding 5225 Thelin Street - Fort Worth, Texas 76115 Phone 817 -0,26 -4626 • Fax 817- 926 -5628 CosTHELINQ* Recycling Company, L.P. site. Portable dust suppression equipment will be deployed along the conveyor and off -load area as necessary to control dust. In conclusion, Thelin Recycling Company wants to prevent pollution, recycle and to comply with environmental laws. Thelin Recycling will prepare a plan and submit it to TCEQ to outline the proposed remedies as described in this letter. We at Thelin hope to work with TCEQ to avoid any issues in the future. Sincerelv. cc: Alyssa M. Taylor, RE.M, Air Section Manager DEW Region Office 5225 Thelin Street • Fort Worth, Texas 76115 Phone 817 - 926 -5626 - Fax 817- 926 -5628 Audra Pennington From: Scott McCoy lsmccoy26.1map@gmail.com] on behalf of Scott McCoy [smccoy26 @austin.rr.com] Sent: Wednesday, October 12, 20119:51 AM To: Michael dill; Audra Pennington Subject: Fwd: Re; Response Letter Concerning Thelin Recycling Attachments: exit - interview- form_90.11.11.pdf Michael and Audra, Here is the email I got from TCEQ. Not sure you got a copy but here is one for your file. We will need to address the specifics in the correct rule 335.1(138)(H)(vii) the recycling material must not present an increased risk to human health, the environment, or waters in the state when applied to the land or used in products which are applied to the land and the material, as generated: (This should be address with the STA test being done now) 335.1(138)(1) Respondents in actions to enforce the industrial solid waste regulations who raise a claim that a certain material is not a solid waste, or is conditionally exempt from regulation, must demonstrate that there is a known market or disposition for the material, and that they meet the terms of the exclusion or exemption. In doing so, they must provide appropriate documentation (such as contracts showing that a second person uses the material as an ingredient in a production process) to demonstrate that the material is not a waste, or is exempt from regulation. In addition, owners or operators of facilities claiming that they actually are recycling materials must show that they have the necessary equipment to do so and that the recycling activity is legitimate and beneficial. (Do you have a contract with Scotts for this material? and can you provide a list of the equipment you have ?) Thanks Scott KSS Consulting, LLC Scott McCoy, President Austin Texas 512- 698 -6946 -- - - - - -- Original Message -- - - - - -- Subject:Re: Response Letter Concerning Thelin Recycling Date:Tue, 11 Oct 2011 10:11 :16 -0500 From:Kendra Riffe <Kendra.Riffe @tccq.texas.gov> To:Scott McCoy <smccoy26@austin.rr.com.> Mr. McCoy, I just reviewed the exit interview form I sent you on September 20, 2011, and realized did not cite the exact rule I meant for the first alleged violation. Please see the updated exit interview form attached. I highlighted the change that was made. Thank you, Kendra Riffe Texas Commission on Environmental Quality 817 -588 -5811 >>> Scott McCoy <smccoy26 @austin.rr.com> 9/22/2011 3;28 PM >>> Dear Ms. Riffe, Please find attached a response letter to your email received on September 20, 2011. Also attached is the MSDS sheet as requested in your email for the fire suppressant foam used on the fire. If you have any additional questions please feel free to contact me or our consultant: KSS Consulting, LLC Scott McCoy, President Austin Texas 512- 698 -6946 Sincerely, Michael Hill, President Thelin Recycling 7 Audra Pennington From: Scott McCoy [smecoy26.imap @gmail.com) on behalf of Scott McCoy [smccoy26 @austin.rr.com] Sent: Wednesday, October 12, 2011 9:37 AM To: Kendra Riffe; Michael Hill; Audra Pennington Subject: Re: Response Letter Concerning Thelin Recycling Dear Ms, Riffe, In your exit interview email you sent me on 10/11/2011, you site; 30 Tex. Admin. Code 335.1(134)(H)(vii) and 335.1(134)(1). Is this correct or should it be 335.1(138)(H)(vii) and 335.1(138)(1)? We just want to make sure 134 is what you mean as it does not seem to relate to our situation. Also want you to know that we have sent a sample off to a certified USCC STA Laboratory and should receive the results in a week or so. If you have any questions please feel free to contact me. Sincerely, Scott McCoy KSS Consulting, LLC Scott McCoy, President Austin Texas 512 -698 -6946 Bryan W. Shaw, Ph.D., Chairman Buddy Garcia, Commissioner Carlos Rubinstein, Commissioner Mark R. Vickery, P.G., .Executive Director TEXAS COMMISSION ON EN7iRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution March 22, 2012 CERTIFIED MAIL - RETURN RECEIPT REQUESTED _91 7108 2133 3935 1985 3568 Mr. Michael Hill, Manager Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worh, Texas 76115 Re: Notice of Enforcement Action City of Cleburne and Thelin Recycling Company, L.P.; RN1025216o6 Docket No, 2012 70325- MLM-E; Enforcement Case No. 43508 FOR SETTLEMENT PURPOSES ONLY Dear Mr. Hill: The Executive Director of the Texas Commission on Environmental Quality ( "Commission" or "TCEQ ") is - pursuing an enforcement action against the City of Cleburne and Thelin Recycling Company, L.P. for violations of the Texas Health & Safety Code and /or Commission Rules. These violations were discovered during an investigation conducted on September 21, 2o11, and documented in a letter dated November 29, 2o11, from the TCEQ Dallas /Fort Worth Regional Office. Please find enclosed a proposed agreed order which we have prepared in an attempt to expedite this enforcement action. The order assesses an administrative penalty of Seven Hundred Fifty Dollars ($75o). We are proposing a one time offer to defer One Hundred Fifty Dollars ($150) of the administrative penalty if you satisfactorily comply with all the ordering provisions within the time frames listed. Therefore, the administrative penalty to be paid is Six Hundred Dollars ($600). The order also identifies the violations that we are addressing. If you have any questions regarding this matter, we are available to discuss them in a conference in Austin or over the telephone. If we reach agreement in a timely manner, the TCEQ will then proceed with the remaining procedural steps to settle this matter. These steps include publishing notice of the proposed order in the Texas Register, and scheduling the matter for the Commission's agenda. We believe that handling this matter expeditiously could save the City of Cleburne, Thelin Recycling Company, L.P., and the TCEQ a significant amount of time, as well as the expense associated with litigation. Enclosed for your convenience is a return envelope. If you agree with the order -as proposed, please sign and return the original order and the penalty payment (check payable. to "TCEQ" and referencing the City of Cleburne and Thelin Recycling Company, L.P., Dgcket No. 2012 - 0325- MLM -E) to: P.O. Box'3087 a Austin, Texas 78711 -3087 + 512- 239 =1000 • www.tceq.texas.gov How is our customer service? www. tceq .texas.gov /goto /customersurvey priest. =d on Mr. Michael Hill Page 2 March 22, 2412 Financial Administration Division, Revenues Attention: Cashier's Office, MC 214 Texas Commission on Environmental Quality P.O. Box 13o88 Austin, Texas 78711 -3o88 Should you believe you are unable to pay the proposed administrative penalty, you may claim financial inability to pay part or all of the penalty amount. Please contact us immediately to obtain a list of financial disclosure documents that must be submitted within 3o days of the receipt of this letter. These documents, once properly completed and submitted, will be thoroughly reviewed to determine if we agree with the claim of financial inability. Please be aware that if financial inability is proven to the satisfaction of staff, discussions pertaining to the penalty amount adjustment will focus only on deferral and not on waiver of the penalty amount. You may be able to perform or pay for a Supplemental Environmental Project ( "SEP "), which is a project that benefits the environment, to offset a portion of your penalty. If you are interested in performing a SEP, you must ,agree . to the penalty amount and submit a SEP proposal within 3o days of receipt of this Droposed order. For additional information about SEPs lease go to the TCE 's web site link at h www.tce .state.tx.us Ie al se index.html or contact the Enforcement Coordinator lusted below. Please note that any agreements we reach are subject to final approval in accordance with 30 TEx. ADMIN. CODE § 70.1o(a). If we cannot reach a settlement of this enforcement action or you do not wish to participate in this expedited process, we will proceed with enforcement under the Commission's Enforcement Rules, 3o TEx. ADMIN. CODE ch. 70. Specifically, if the signed order and penalty are not mailed and postmarked within 6o days from the date of this letter, your case will be forwarded to the Litigation Division and this settlement offer, including the uenalty deferral, wwill no longer be available. If you would like to obtain a copy of 3o TEx, ADMIN. CODE ch. yo or any other TCEQ rules, you may contact any of the sources listed in,the enclosed brochure entitled Obtaining TCEQ Rules. The enforcement process described in 3o TEx. ADMIN. CODE ch. yo requires the staff to prepare and issue an Executive Director's Preliminary Report and Petition to the Commission. Mr. Michael Hill Page 3 March 22, 2012 For any questions or comments about this matter or to arrange a meeting, please contact Mr, James Nolan of my staff at (612-) 239 -6634. Sincerely, Michael De La Cruz, Manager Enforcement Division Texas Commission on Environmental Quality MD /jmn Enclosures; Proposed Agreed Order, Return Envelope, Obtaining TCEQ Rules, Penalty Calculation Worksheet, Site Compliance History cc: Ms, Alyssa Taylor, Manager, Air Section, Dallas /Fort Worth Regional Office, TCEQ TEXAS COMMISSION ON ENVIRONMENTAL QUALITY B0 IN THE MATTER OF AN § BEFORE THE ENFORCEMENT ACTION § CONCERNING § CITY OF CLEBURNE AND § TEXAS COMMISSION ON THELIN RECYCLING COMPANY, § L.P. § RN10252i6o6 § ENVIRONMENTAL QUALITY AGREED ORDER DOCKET NO.2012- 0325 -MLM -E I. JURISDICTION AND STIPULATIONS At its agenda, the Texas Commission on Environmental Quality ( "the Commission" or "TCEQ ") considered this agreement of the parties, resolving an enforcement action regarding the City of Cleburne and Thelin Recycling Company, L.P. ( "the Respondents ") under the authority of TEX. HEALTH & SAFETY CODE chs. 361 and 382 and TEX. WATER CODE ch. 7. The Executive Director of the TCEQ, through the Enforcement Division, and the Respondents appear before the Commission and together stipulate that: 1. The City of Cleburne owns and operates a resource recovery center at 2625 Pipeline Road in Cleburne, Johnson County, Texas (the "Site ") where Thelin Recycling Company, L.P. conducts grinding operations at the Site. 2. The Site consists of one or more sources as defined in TEx. HEALTH & SAFETY CODE § 382.003(12) and involves or involved the management of municipal solid waste as defined in TEx. HEALTH & SAFETY CODE ch. 361. 3. The Commission and the Respondents agree that the Commission has jurisdiction to enter this Agreed Order, and that the Respondents are subject to the Commission's jurisdiction. 4. The Respondents received notice of the violations alleged in Section II ( "Allegations ") on or about December 4, 2011, 5. The occurrence of any violation is in dispute and the entry of this Agreed Order shall not constitute an admission by the Respondents of any violation alleged in Section II ( "Allegations "), nor of any statute or rule. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO.2012- 0325 -MLM -E Page 2 6. An administrative penalty in the amount of Seven Hundred Fifty Dollars ($750) is assessed by the Commission in settlement of the violations alleged in Section II ( "Allegations "). The Respondents have paid Six Hundred Dollars ($600) of the administrative penalty and One Hundred Fifty Dollars ($150) is deferred contingent upon the Respondents' timely and satisfactory compliance with all the terms of this Agreed Order. The deferred amount will be waived upon full compliance with the terms of this Agreed Order. If the Respondents fail to timely and satisfactorily comply with all requirements of this Agreed Order, the Executive Director may require the Respondents to pay all or part of the deferred penalty. 7. Any notice and procedures, which might otherwise be authorized or required in this action, are waived in the interest of a more timely resolution of the matter. 8. The Executive Director of the TCEQ and the Respondents have agreed on a settlement of the matters alleged in this enforcement action, subject to the approval of the Commission. q, The Executive Director recognizes that on October 26, 2011, the Respondents conducted training with all operators at the Site regarding proper grinding operations, traffic safety, litter control, and managing air pollutants to prevent a reoccurrence of similar violations. The Respondents have also implemented procedures to train operators prior to future grinding operations. 10. The Executive Director may, without further notice or hearing, refer this matter to the Office of the Attorney General of the State of Texas ( "OAG ") for further enforcement proceedings if the Executive Director determines that the Respondents have not complied with one or more of the terms or conditions in this Agreed Order, 11. This Agreed Order shall terminate five years from its effective date or upon compliance with all the terms and conditions set forth in this Agreed Order, whichever is later. 12. The provisions of this Agreed Order are deemed severable and, if a court of competent jurisdiction or other appropriate authority deems any provision of this Agreed Order unenforceable, the remaining provisions shall be valid and enforceable. II. ALLEGATIONS As owner and operators of the Site, the Respondents are alleged to have failed to operate control devices as necessary to achieve maximum control of dust emissions that resulted in a dust nuisance and a traffic hazard, in violation of 3o TEX. ADMIN. CODE §§ 101.4,101.5, 332.4(2), 332.8(a)(6), 332.8(b)(3), and 332.8(b)(4) and TEX. HEALTH & SAFETY CODE § 382.085(a) and (b), as documented during an investigation conducted on September 21, 2011. Specifically, citizen collected evidence documented that on August 29, 2011, the Respondents failed to operate control devices on the grinder and the conveyors, resulting in reduced visibility on Pipeline Road and a nuisance condition that impacted surrounding properties. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO.2012 -0325 -MLM -E Page 3 III, DENIALS The Respondents generally deny each allegation in Section II ( "Allegations "). IV. ORDERING PROVISIONS 1. It is, therefore, ordered by the TCEQ that the Respondents pay an administrative penalty as set forth in Section I, Paragraph 6 above. The payment of this administrative penalty and the Respondents' compliance with all the terms and conditions set forth in this Agreed Order resolve only the allegations in Section H. The Commission shall not be constrained in any manner from requiring corrective action or penalties for violations which are not raised here. Administrative penalty payments shall be made payable to "TCEQ" and shall be sent with the notation "Re: City of Cleburne and Thelin Recycling Company, L.P., Docket No. 2012 -0325- MLM -E" to: Financial Administration Division, Revenues Section Attention: Cashier's Office, MC 214 Texas Commission on Environmental Quality P.O. Box 13o88 Austin, Texas 78711 -3o88 2. The City of Cleburne and Thelin Recycling Company, L.P. are jointly and severally liable for the violations documented in this Agreed Order, and are jointly and severally liable for timely and satisfactory compliance with all terms and conditions of this Agreed Order. 3. The provisions of this Agreed Order shall apply to and be binding upon the Respondents. The Respondents are ordered to give notice of the Agreed Order to personnel who maintain day -to -day control over the Site operations referenced in this Agreed Order. 4.. This Agreed Order, issued by the Commission, shall not be admissible against the Respondents in a civil proceeding, unless the proceeding is brought by the OAG to: (1) enforce the terms of this Agreed Order; or (2) pursue violations of a statute within the Commission's jurisdiction, or of a rule adopted or an order or permit issued by the Commission under such a statute. 5. This Agreed Order may be executed in separate and multiple counterparts, which together shall constitute a single instrument. Any page of this Agreed Order may be copied, scanned, digitized, converted to electronic portable document format ( "pdf'), or otherwise reproduced and may be transmitted by digital or electronic transmission, including but not limited to facsimile transmission and electronic mail. Any signature affixed to this Agreed Order shall constitute an original signature for all purposes and may be used, filed, substituted, or issued for any purpose for which an original signature could be used. The term "signature" shall include manual signatures and true and accurate reproductions of manual signatures created, executed, endorsed, adopted, or authorized by the person or persons to whom the signatures are attributable. Signatures may be copied or reproduced digitally, electronically, by photocopying, engraving, imprinting, lithographing, electronic mail, facsimile transmission, stamping, or any other means or process which the Executive Director deems acceptable. In this paragraph exclusively, the terms "electronic transmission ", "owner ", "person ", "writing ", and "written" shall have the meanings assigned to them under T1?x. Bus. ORG. CODE § 1.002. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO. 2012- 0325 -MLM -E Page 4 6. Under 3o TEx. ADMIN. CODE § 70.xo(b), the effective date is the date of hand- delivery of the Order to the Respondents, or three days after the date on which the Commission mails notice of the Order to the Respondents, whichever is earlier. The Chief Clerk shall provide a copy of this Agreed Order: to each of the parties. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO, 2012 - 0325 -MLM -E Page 5 SIGNATURE PAGE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY For the Commission For the Executive Director Date I, the undersigned, have read and understand the attached Agreed Order. I am authorized to agree to the attached Agreed Order on behalf of the entity indicated below my signature, and I do agree to the terms and conditions specified therein. I further acknowledge that the TCEQ, in accepting payment for the penalty amount, is materially relying on such representation. I also understand that failure to comply with the Ordering Provisions, if any, in this order and /or failure to timely pay the penalty amount, may result in: • A negative impact on compliance history; • Greater scrutiny of any permit applications submitted; • Referral of this case to the Attorney General's Office for contempt, injunctive relief, additional penalties, and /or attorney fees, or to a collection agency; • Increased penalties in any future enforcement actions; • Automatic referral to the Attorney General's Office of any future enforcement actions; and • TCEQ seeking other relief as authorized by law. In addition, any falsification of any compliance documents may result in criminal prosecution. Signature Name (Printed or typed) Authorized Representative of the City of Cleburne Date Title Instructions: Send the original, signed Agreed Order with penalty payment to the Financial Administration Division, Revenues Section at the address in Section IV, Paragraph i of this Agreed Order. City of Cleburne and Thelin Recycling Company, L.P. DOCKET NO.2012- 0325- MLM-E Page b SIGNATURE PAGE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY For the Commission For the Executive Director Date I, the undersigned, have read and understand the attached Agreed Order. I am authorized to agree to the attached Agreed Order on behalf of the entity indicated below my signature, and I do agree to the terms and conditions specified therein. I further acknowledge that the TCEQ, in accepting: payment for the penalty amount, is materially relying on such representation. I also understand that failure to comply with the Ordering Provisions, if any, in this order and /or failure to timely pay the penalty amount, may result in; • A negative impact on compliance history; • Greater scrutiny of any permit applications submitted; • Referral of this case to the Attorney General's Office for contempt, injunctive relief, additional penalties, and /or attorney fees, or to a collection agency; • Increased penalties in any future enforcement actions; • Automatic referral to the Attorney General's Office of any future enforcement actions; and • TCEQ seeking other relief as authorized by law. In addition, any falsification of any compliance documents may result in criminal prosecution. Signature Date fir % L-, :��Ns _J Tale Instructions: Send the original, signed Agreed• order with penalty payment to the Financial Administration Division, Revenues Section at the address in Section IV, Paragraph i of this Agreed Order. Policy Revision 2 (5 TCM DATES' Assigned RESPONDENT /PACILI Respondent i Reg. Ent. Ref. No, F ! iiit r�/Site Rgfan Penalty Calculation Worksheet (PCW) PCW Revision October 30, 2008 _Screening 30- Jan -2012 _ N_. EPADpe�_. ASEs10FORMATION `_' Enf, %Case ID No. 43508 No. of Violations 1 Docket No. 2012-0325 -MLM -E Order Type 1660 Media Program(s) Air Government /Non - Profit Yes Multi -Media Munici al Solid Waste Enf, Coordinator Jaynes Nolan EC's Team Enforcement Team 4 Adman. Penalty $ .Limit Minimum $0 Maximum Final Penalty Amount 1 $750 i STA`T`UT0KY :LIW`ADJ,EI, T[!!�:ENT jclrta : - s ed penalty $76q DEFERRAL 20.0% iieduction lustntent -$1 Ad" _ , . - 50 Reduces the Final Assessed Penalty by the Indicted percentage. Enter number only; e.g. 20 for 20015 reduction. Notes I Deferral offered for expedited settlement. BLEB PENALTY ,. $600 $CPeeijing bete. 30 -Jan- 2012 — - - _ DOCket O. 2012- 0325 -MLM -E RdSpdndent City or Cleburne and Thelin Recycling Company, LID, CaSe';ID N..: 43506 Reg; Ent, Reference No.. RN102521606 Med4 jStattlte],Air i El- Coor' fluor -3ames Nolan Violation NumberIl 1� Policy Revision 2 (September 2002) PCW Revision October 30, 2008 Rule Clte(s) 30 Tex; Admin. Code §§ 101.4, 101,5, 332.4(2); 332.8(a)(6), 332;$(b)(3), and 332:6(b)(4) and Tex. Health & Safety Code § 382.085(a) and (b) 'Failed to operate.control devices as necessary to achieve maximum control of dust emissions. that resulted In a dust nulsance.and a traffic hazard. Specifically, citizen Violation Description collected;evldence documented that on August 29, 2011, the Respondents failed to Operate control devices on tine grinder and the. conveyors, resulting in reduced yisibllltV. on. Pipeline Road and a nuisance condition that Impacted. surrounding properties. Base Release Ma or Moderate Minor Actual .` X . PotentiaE � Percent 10% Percent 0% Matrix Notes Human health or the environment has been exposed to insignificant amounts of pollutants. ���Lkz i,r�r, � �f >; k t i ° �h ?.� Y -< t�C �,'� ✓ .. r r - c, O a.: -. x� >�A;tlju&t?te _. $9,000 Number of Violation Events 0 0 Nurnber of violation days t marts only one with anx ' Violation Base Penalty One single event is recommended. Before NOV NOV to EOPRP /Settlement Offer Extraordinary Ordinary x N/A (mark with x) Notes The Respondents completed corrective actions by October 26, 2011, prior to the November 29, 2011 NOE, it Violation Subtotal Estimated ES Amount $121 Violation Final Penalty Total This violation Final Assessed Penalty (adjusted for Ilm TCEQ Region: REGION 04 - DFW METROPLEX Date Compliance History Prepared: January 30, 2012 Agency Decision Requiring Compliance History: Enforcement Compliance Period: January 30, 2007 to January 30, 2012 TCEQ Staff Member to Contact for Additional Information Regarding this Compliance History Name: James Nolan Phone: (512) 239 -6634 Site Compliance History Components 1. Has the site been In existence andlor operation for the full five year compliance period? YES 2. Has there been a (known) change in ownership/operator of the site during the compliance period? NO 3. If YES, who Is the current ownerloperator? 4. If YES, who was /were the prior owner(s)loperator(s)? NIA NIA 5. If YES, when did the change(s) in owner or operator occur? NIA 6. Rating Date: 911/2011 Repeat Violator: NO Components (Multimedia) for the Site A. Final Enforcement Orders, court judgments, and consent decrees of the State of Texas arid the federal government. NIA B. Any criminal convictions of the state of Texas and the federal government. NIA C. Chronic excessive emissions events. NIA D, The approval dates of Investigations. (COEDS Inv. Track, No.) NIA E. Written notices of violations (NOV). ( CCEDS Inv. Track. No.) WA F. Environmental audits. NIA G. Type of environmental management systems (EMSs). N/A H. Voluntary on -site compliance assessment dates. NIA I. Participation in a voluntary pollution reduction program. NIA J. Early compliance. e Compliance History Report Customer /RespondenUOwner- Operator. CN600241392 City of Cleburne Classification: AVERAGE Rating: 2.10 Regulated Entity: RN102521606 RESOURCE RECOVERY CENTER Classification: AVERAGE Site Rating: 3.01 BY DEFAULT ID Number(s): AIR NEW SOURCE PERMITS REGISTRATION 24594 AIR NEW SOURCE PERMITS ACCOUNT NUMBER JH0091B AIR NEW SOURCE PERMITS AFS NUM 4825100015 MUNICIPAL SOLID WASTE DISPOSAL PERMIT 40168 MUNICIPAL SOLID WASTE PROCESSING REGISTRATION 40168 AIR EMISSIONS INVENTORY ACCOUNT NUMBER JH0091 B Location: 2625 PIPELINE RD, CLEBURNE, TX, 76031 TCEQ Region: REGION 04 - DFW METROPLEX Date Compliance History Prepared: January 30, 2012 Agency Decision Requiring Compliance History: Enforcement Compliance Period: January 30, 2007 to January 30, 2012 TCEQ Staff Member to Contact for Additional Information Regarding this Compliance History Name: James Nolan Phone: (512) 239 -6634 Site Compliance History Components 1. Has the site been In existence andlor operation for the full five year compliance period? YES 2. Has there been a (known) change in ownership/operator of the site during the compliance period? NO 3. If YES, who Is the current ownerloperator? 4. If YES, who was /were the prior owner(s)loperator(s)? NIA NIA 5. If YES, when did the change(s) in owner or operator occur? NIA 6. Rating Date: 911/2011 Repeat Violator: NO Components (Multimedia) for the Site A. Final Enforcement Orders, court judgments, and consent decrees of the State of Texas arid the federal government. NIA B. Any criminal convictions of the state of Texas and the federal government. NIA C. Chronic excessive emissions events. NIA D, The approval dates of Investigations. (COEDS Inv. Track, No.) NIA E. Written notices of violations (NOV). ( CCEDS Inv. Track. No.) WA F. Environmental audits. NIA G. Type of environmental management systems (EMSs). N/A H. Voluntary on -site compliance assessment dates. NIA I. Participation in a voluntary pollution reduction program. NIA J. Early compliance. 6226 THEL.IN ST FORT WORTH, TARRANT COUNTY, TX 76115 AdditionallD(s): TXR05V802 TA3987H 100108 on Investigation Date: 09/16/2011 Track No: 449461 Compliance Due Date: 12/10/2011 30 TAC Chapter 111.201 6C THSC Chapter 382.085(b) Alleged Violation: Investigation: 957966 Comment Date: 10/24/2011 Failure to meet an exception to the general prohibition on outdoor burning. 30 Texas Administrative Code 111.201 states, "No person may cause, suffer, allow, or permit any outdoor burning within the State of Texas, except as provided by this subchapter or by orders or permits of the commission. Outdoor disposal or deposition of any material capable of igniting spontaneously, with the exception of the storage of solid fossil fuels, shall not be allowed without written permission of the executive director..." Texas Health and Safety Code 382.085(b) states, "A person may not cause, suffer, allow, or permit the emission of any air contaminant or the performance of any activity in violation of this chapter or of any commission rule or order." Recommended Corrective Action: On September 15, 2011, two compost piles caught on fire at Thelin Recycling. Track No: 449463 Compliance Due Date: 12/10/2011 30 TAC Chapter 335.1(138) Alleged Violation: Investigation: 957966 Comment Date: 10/24/2011 Failure to demonstrate that the partially combusted mulch material is not a solid waste. 30 TAC 335.1(138)(H)(vii) states, "the recycling material must not present an increased risk to human health, the environment, or waters in the state when applied to the land or used in products which are applied to the land and the material, as generated..." 30 TAC 335.1(138)(1) states, "Respondents in actions to enforce the industrial solid waste regulations who raise a claim that a certain material is not a solid waste, or is conditionally exempt from regulation, must demonstrate that there is a known market or disposition for the material, and that they meet the terms of the exclusion or exemption. In doing so, they must provide appropriate documentation... to demonstrate that the material is not a waste, or is exempt from regulation. In addition, owners or operators of facilities claiming that they actually are recycling materials must show that they have the necessary equipment to do so and that the recycling activity is legitimate and beneficial." During investigations on September 15 and 16, 2011, it was observed that a portion of Thelin Summary of Investigation Findings Page 1 oil THELIN RECYCLING Investigation # 967966 Recycling's mulch caught on fire and partially combusted, changing the chemical composition. Recommended Corrective Action; It is requested that Thelin Recycling submit documentation demonstrating that the partially combusted mulch material from the September 15, 2011, fire is not a waste. Summary of Investigation Findings Page 2 of 2 5225 THELIN ST Investigation Date: 11/28/2011 FORT WORTH, TARRANT COUNTY, TX 76115 Additional ID(s): Track No: 449461 30 TAC Chapter 111.201 5C THSC Chapter 382.085(b) Alleged Violation: Investigation: 957966 Comment Date: 10/24/2011 Failure to meet an exception to the general prohibition on outdoor burning. 30 Texas Administrative Code 111.201 states, "No person may cause, suffer, allow, or permit any outdoor burning within the State of Texas, except as provided by this subchapter or by orders or permits of the commission. Outdoor disposal or deposition of any material capable of igniting spontaneously, with the exception of the storage of solid fossil fuels, shall not be allowed without written permission of the executive director..." Texas Health and Safety Code 382.085(b) states, "A person may not cause, suffer, allow, or permit the emission of any air contaminant or the performance of any activity in violation of this chapter or of any commission rule or order." Investigation: 969737 Comment Date: 11/28/2011 On November 28, 2011, a record review investigation was conducted to determine if the documentation submitted by Thelin Recycling resolved the outstanding alleged violations documented in the November 10, 2011, Notice of Violation letter. Recommended Corrective Action: On September 15, 2011, two compost piles caught on fire at Thelin Recycling. Resolution: A response letter was received from Thelin Recycling by the TCEQ DFW region office on November 16, 2011, stating that Texas has been experiencing drought conditions and that Thelin was only one of many fires throughout the state this year. Also stated in the letter was that Thelin Recycling had followed their Fire Protection Plan to respond to the fire. Based on the information provided, this violation is considered resolved. No further action is warranted at this time. Track No: 449463 30 TAC Chapter 335.1(138) Alleged Violation: Investigation: 957966 Comment Date: 10124/2011 Failure to demonstrate that the partially combusted mulch material is not a solid waste. 30 TAC 335.1(138)(H)(vii) states, "the recycling material must not present an increased risk to human health, the environment, or waters in the state when applied to the land or used in products which are applied to the land and the material, as generated..." 30 TAC 335,1(138)(1) states, "Respondents in actions to enforce the industrial solid waste Summary of investfgatlon Findings Page 1 of 2 THIELIN RECYCLING #969737 IcyuraUUr1s wno raise a ciaim that a certain material is not a solid waste, or is conditionally exempt from regulation, must demonstrate that there is a known market or disposition for the material, and that they meet the terms of the exclusion or exemption, In doing so, they must Provide appropriate documentation... to demonstrate that the material is not a waste, or is exempt from regulation. In addition, owners or operators of facilities claiming that they actually are recycling materials must show that they have the necessary equipment to do so and that the recycling activity Is legitimate and beneficial," During investigations on September 15 and 16, 2011, it was observed that a portion of Thelin Recycling's mulch caught on fire and partially combusted, changing the chemical composition. Investigation: 969737 Comment Date: 11/28/2011 On November 28, 2011, a record review investigation was conducted to determine if the documentation submitted by Thelin Recycling resolved the outstanding alleged violations documented in the November 10, 2011, Notice of Violation letter. Recommended Corrective Action: It is requested that Thelin Recycling submit documentation demonstrating that the partially combusted mulch material from the September 15, 2011, fire is not a waste. - - Resolution: A response letter was received from Thelin Recycling by the TCEQ DFW region office on November 16, 2011, which included sampling results from the impacted mulch material, a list of customers for proof of a market for the material, and a list of Thelin's equipment to demonstrate they had the means to manage the material. The mulch was tested and analyzed for heavy metals and fecal coliform based on the Texas Department of Transportation Item 161 Compost Requirements for compost used in public right -of ways. Thelin Recycling also ran a "nutrient package" on the mulch. Based on review of the sample results, there did not appear to be any constituents of concern, In a follow -up email on November 22, 2011, it was determined that material had been taken from several locations in the stockpile and then placed in a one gallon bag for the laboratory. Based on the information provided, this violation is considered resolved. No further action is warranted at this time. Summary of Investigation Findings Page 2 of 2 Bryan W. Shaw, Ph.D., Chairman Buddy Garcia, Commissioner Carlos Rubinstein, Commissioner Mark R. Vickery, P.G., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing andPreventing Pollution November 10, 2011 Certified Receipt Via E- Signature Confirmation #913408 2133 3932 0304 4431 Mr. Michael Hill, President �� ASS Thelin Recycling Company, L.P. 6226 Thelin Street Fort Worth, Texas 76116 Re: Notice of Violation for the Complaint Investigation at: Thelin Recycling Company, L.P., 6226 Thelin Street Fort Worth, Texas (Tarrant County) Regulated Entity No.: RN1oo762954, TCEQ ID No.: looxo8, Incident No.: 159760, Investigation No.: 957966 Dear Mr. Hill: On September 15 -16, 2011, Ms. Kendra Riffe and Ms. Michelle Havelka of the Texas Commission on Environmental Quality (TCEQ) Dallas /Fort Worth Region Office conducted an investigation of the above - referenced regulated entity to evaluate compliance with applicable requirements for municipal solid waste. Enclosed is a summary which lists the investigation findings. During the investigation, certain outstanding alleged violations were identified for which compliance documentation is required. Please submit to this office by December 10, 2011, a written description of corrective action taken and the required documentation demonstrating that compliance has been achieved for the outstanding alleged violation. In the listing of the alleged violations, we have cited applicable requirements, including TCEQ rules. Please note that both the rules themselves and the agency brochure entitled Obtaining TCEQ Rules (GI 032) are located on our agency website at http_//www.tcecl.state.tx.us for your reference. If you would like a hard copy of this brochure mailed to you, you may call and request one from either the Dallas /Fort Worth Region Office at 817 - 588 -5800 or the Central Office Publications Ordering Team at 512- 239 -0028. Copies of applicable federal regulations may be obtained by calling Environmental Protection Agency's Publications at Boo -490 -9198. The TCEQ appreciates your assistance in this matter. Please note that the Legislature has granted TCEQ enforcement powers which we may exercise to ensure compliance with environmental regulatory requirements. We anticipate that you will resolve the alleged violation as required in order to protect the State's environment. If you have additional information that we are unaware of, you have the opportunity to contest the violation documented in this notice. Should you choose to do so, you must notify the DFW Region Office within 10 days from the date of this letter. At that time, Mr. Sam Barrett, Solid Waste Section Manager, will schedule a violation review meeting to be conducted within 21 days from the date of this letter. However, TCEQ Region 4- Dallas /Fort Worth - 2309 Gravel Dr, • Fort Worth, Texas 76118 -6951 • 817.588 -5800 o Fax 817 - 588 -5700 Austin Headquarters: 512- 239 -1000 - www.tceq.state.tx.us • How is our customer service? www. tceq. state.tx.us /goto /customersurvey printed on recycled paper using mk Mr. Michael Hill November io, 2o1Y Page 2 please be advised that if you decide to participate in the violation review process, the TCEQ may still require you to adhere to the compliance schedule included in- the attached Summary of Investigation Findings until an official decision is made regarding the status of any or all of the contested violations. If you or members of your staff have any questions, please feel free to contact Ms. Riffe in the Dallas /Fort Worth Region Office at 817. 588 -5800. Sincerely, Ms. Erin Gorman, Solid Waste Work Leader Dallas /Fort Worth Region Office EG /kr Enclosures: Summary of Investigation Findings N_ ti. 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O � A q O z � off, OS 0 R d W H a c i7 N w m ti d rn m d a� v v a N OI Q R c 0 m z z° e 0 OD 0 0 0 N c� w U N Audra Pennington m From: Michael Hill lmichaef @thelinrecycling.comj Sent: Tuesday, September 20, 20114:20 PM To: Scott McCoy; Hector Chairez; Audra Pennington Subject: Fwd: TCEQ Investigation 09/16/2011 Attachments: exit- interview - form- 09.20.11.doc; ATT00001.htm Sent from my iPhone Michael Hill Thelin Recycling Company, LP 5225 Thelin Street Fort Worth, TX 76115 (214) 532 -6585 Begin forwarded message: From: Kendra Riffe <Kendra.Riffe@tcegAexas.gov> Date: September 20, 20115:07:32 PM EDT To: Michael Hill <michael9thelinrecycling com> Cc: Erin Gorman <Erin.GonnanOtceq.texas.g_ov >, Michelle Havelka <Michelle.Havelkanae.,tccq texas.gov> Subject: TCEQ Investigation 09/16/2011 Mr. Hill, This is a follow -up to the discussion you had with Michelle Havelka, TCEQ DFW Emergency Response Coordinator, on September 16, 2011, regarding the mulched material that was impacted by the fire. Due to the fact that the material was incompletely combusted and impacted by fire suppressant, it is no longer the product you generate and is considered a solid waste that must be properly disposed. Burnt wood materials can contain products of incomplete combustion including PAHs, aldehydes, nitrates /sulfates, organic acids (i.e. formic acid), volatile organic compounds (VOC), and Semi -VOC. You will also need to obtain Material Safety Data Sheet (MSDS) for the fire suppressant used on your site. If you believe there remains a market for this material and it is not a solid waste, it is up to you to provided documentation to support your claim. Examples of documentation include (but not limited to) representative sampling of the material at your site and scientific data from an unaffiliated source demonstrating the impacts of a fire on mulched material. At this point, we will not be addressing the fire water runoff that left the site. I have attached an exit interview form with the alleged violations we are citing. Please review the above information and the attached documents and let us know if you have any questions. I will also fax you a copy of the exit interview form. Thank you, Kendra Riffe Texas Commission on Environmental Quality 817 - 588 -5811 or Pmtedng Texas by R9dtx3n9 end Preventing PMV60n TCEQ Waste Fax:817- 588 -5703 Sep 20 2011 04:13nm 1`001!003 FAX TRANSMITTAL DATE: 09120/2044 NUMBER OF PAGES (including this couersheet). F3-1 TO: Name Michool Martin Organization Thelln Recycling FAX Number 617 -926 -5628 FROM: T F- CAS COMMISSION ON ENVIRONMENTAL. OUAUTY Name Kendra Riffe Division/Region Waste — ,___ -- Telephone Number 847. 588.5811 _ FAX Number 817 -588 -5706 The fallowing is an exit interview farm and additional information. Please let me know if you have any questions. Thanks, Kendra Riffe 7m Waste ) : (■ , }� 22 , s t� 2j k\ kƒ �) �3 § 2 �q %$$ e �)k §V.0 )� \' } &4m\SE9g % \ i � \ 0 & � F a Sop 20 mi Ndt■ m2A03 • ! % § � 7 \ E ■ $ � » & � $ t A § k � E � 2 � I § .� b2 }� J/ 22 $2 2® kk 8 �E b kJi s �� � 2e $5 �\ ■ , J a $- ® e # 2f w 7t &� Ad 22 t2 §� Fax;817- 586 -5703 Sep 20 2011 04 ;15pm P003/003 a d°roMl Kendra Riffe To: midi @ttrelinreWdirrg.com CC: Wn Gorman; Mid-&e Havelka Date: 9124120114;07 PM $ti#f O(t: TCEQ Investigation 09/16/2011 Attachments. e)dt4nten1ew -farm 09,20.11.dor Mr, Hill, This is a follow -up to the discussion you had with Midlelfe Havelka, TCQQ DFW Eflnergency RespWse CoDrdlrtat Dr, on September 16, 2011, regarding tine mukfWd material that was Impeaed by the {ire. Due to the fact that the material was Incompletely r vmbusted and impacted by fire Suppressant, it is no lunges' the product you generate and is corrsidergd a wild 1H3Ste that must be y dished. Burnt wood materials can contain producW of incomplete combustion induding PAHS, aldehydes, rub8te5 WFates, organic adds (I.e. formic add), volatile organic compounds (YOC), and Semi -VOC You wili alSQ need to obtain Material Safety Data Sheet (MSDS) for the fire suppressant used on your site. If you believe there remains a market for dais material and it is not a solid waste, it is up to you to provided documeritatfon to Support your claim. Examples of documentation Include (but clot limited to) rWesentative sampling of time material at your site and � scientific data from an uttatiillated source demonStmOng the impacts of a fire on mulched maWal. At ibis point, we will not be addressing the fire water rrirtofl" that deft the Site. Z have attached an adt Interview form with the alleged violations we are Citing. Please review the above information and the attached documents and let us know if you have any question.5. I will also fax you a cry of the exit intewlew form. F Thank you, _. Kendra Piffe Texas Cornml55ion on Environmental Quality 817 -5$g -5811 t# *THELINQi Recycling Company, L.P. November 11, 2011 Thelin Recycling Company, LP Mr. Michael Hill, President 5225 Thelin Street Fort Worth, Texas 76115 To: Ms. Kendra Riffe, Texas Commission on Environmental Quality Subject: TCEQ EXIT INTERVIEW FORM: Potential Violations and /or Records Request Dear Ms. Riffe, This Ietter is in response to the above - mentioned subject. Thelin Recycling Company, LP. hopes the information provided will satisfy the Texas Commission on Environmental Quality (TCEQ) and answer all questions outlined on the TCEQ Exit interview Form. 1. Failure to meet an exception to the general prohibition on outdoor burning. 30 Tex. Admin. Code 111.201; Tex. Health Safety Code 382.085(b) I am not sure there is anyone in the State of Texas including the Governor, State Representative or State Fire Marshal that can answer this specific "Potential Violation ". During the summer of 2011 Texas experienced the worst drought and fire loss in its history. Over 4 million acres were burned; Wildfire damages to homeowners could exceed $250 million and the economic damages of at least $5.2 billion from the drought. TheIin Recycling Company, LP was only one of hundreds, if not thousands, of victims of these tragedies. A "Fire Protection Plan" as required by the TCEQ was completed and followed during the incident, There was no Ioss of life and very little loss of property and inventory. Thelin Recycling Company, LP has followed all requests from the TCEQ, before, during and after the incident. Because of the devastating "Natural Disasters" which have plagued our state this year we hope that TCEQ recognizes this and will realize that Thelin Recycling Company, LP was one of the thousands of victims. 2. Failure to demonstrate that the partially combusted mulch material is not a solid waste. 30 Tex. Admin. Code 335.1(138)(H)(vii) and 335.1(138)(1) Please find the follow attachments as required under the above codes to show that this material is not a "Solid Waste" 1. 30 TAC 335.1(138)(H)(vii) the recycling material must not present an increased risk to human health, the environment, or waters in the state when applied to the land or used in products which are applied to the land and the material, as generated 5225 Thelin Street - Fort Worth, Texas 76115 Phone 817 -926 -5626 - Fax 81.7- 926 -5628 COTHELINQs Recycling Company, L,P. A). Attached you will find "Attachment (A) ". This is a report from a "Seal of Testing Assurance" (STA) laboratory that is approved by the TCEQ. Please note that the material passed all the testing requirements including "USEPA Class A -Heavy Metals List and Fecal Coliform" Under the Texas Department of Transportation Item 161 this material could be sold to the State and utilized on Public "Right -of -Ways" We believe this will satisfy the requirements of this rule. 2. 30 TAC 335.1(138)(I): Respondents in actions to enforce the industrial solid waste regulations who raise a claim that a certain material is not a solid waste, or is conditionally exempt from regulation, must demonstrate that there is a known market or disposition for the material, and that they meet the terms of the exclusion or exemption. In doing so, they must provide appropriate documentation (such as contracts showing that a second person uses the material as an ingredient in a production process) to demonstrate that the material is not a waste, or is exempt from regulation. In addition, owners or operators of facilities claiming that they actually are recycling materials must show that they have the necessary equipment to do so and that the recycling activity is legitimate and beneficial. (A) "Attachment (B)" This shows the "Sales" from Thelin Recycling Company, LP for the month of September 2011. (B) "Attachment (C)" This shows an inventory of the equipment that Thelin Recycling Company, LP owns. We believe that these two documents satisfy the requirements of this rule. In conclusion, Thelin Recycling Company, LP believes we have met our obligations as outlined in the TCEQ EXIT INTERVIEW FORM: Potential Violations and /or Records Request. If you have any additional questions please contact us. E , Pr id t clin ompany, LP 5225 Thelin Street * Fort Worth, Texas 76115 Phone 817- 926 -5626 * Fax 817- 926 -5628 p Colorado Analgtical 1_abcj«ro {-Ips, Inc. 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MRt)kATORYJT \N X13#' It( iV1 :1)' #IitiT1NC,!'ACII.I"1'YI•t)It 0.0 QI' I'1'fii N(lihSS11#t:1ti('1 I'It(EI; 111 X1'1: # "E If. E! C't Shil'()til 'IN(z E'()iiNC'11;5 41 E# St IF Al t §'tyu' c'(ihti'tri1'iId(i O)t!Nt'1L... ( )R(i. FOR MORE, INF010,1A IJON IN11tc "[1'SI MF:PI1(7Dt t()# ;iIII' #: \A39I�i:1'fI()N(7# C'() 4iI'(), 4' L1 f�i tI AND i'(,7b11't).�i',tiy('(? sift) SiIN( �(t)#� \t'LI..AIr(;2(Ifll :tt'.l{ '1'11(71}91 ?�s�N :y A ,'�1,Y "I' SI!L L RV15L:I) BY DA'I APPRC)VFD FOR �RFLVAS1713Y 240 South Main Strut I Brighton, Colorado 9060 1 -0507 J 303 559 -2313 ' Mailing Address. P0, Box 507 / Brighton, Coi[7rado 80601 -0)507 E Fax: 303. 659 -2315 Coiaradn Analytical ftkLabora[Qrles, Inc. LABORATORY Alt =ALYSpS REPORT 1Zf:P()R'I TO: WCHA(;1.1111,1_ LAI3 NO: 36471 1311:l,'1'tl: TUIELIN RECYCLING I i.I) DATE R(m): 104 :11 522311 IJ-'I.IN S'r RAT 1VI TX 70115 Itl:PORTH): 1(l %2()(E 1 VRU }I .ClT 110 NC).: COD �A�•1I)1.I lid: THELIN YARD MA I LRIAL NIAVRIX: COMPOST SA 1...0 . DATE: ! 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C) n >> m �m �1 n S r° m R3 n0 °Q >� 4M rn� "n ro � CL kn r— t3 # OF CO NTAINMS t3*) jKtWDUAL CKORINE (MG/1) (Drink3ng.�later• ()pl �. f p� n C1 `I � <. as VI � Li Li €... ci s z Q rb n rS Z R � r j -n wtA1-i -V s wno0CJjC CAM 0 3 I iv @ o: W C H O K, Ln op m iIz 0 rt a o z m S n z 0 0 D m n -n wtA1-i -V s wno0CJjC CAM 0 3 I iv @ o: W C H O K, Ln op m iIz 0 rt a o z m S n z 0 0 D m n Bryan W. Shaw, Ph,D., Chairman Buddy Garcia, Commissioner% %\,, Carlos Rubinstein, CommissionerI,. Marie R. Vickery, P.G., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas bg Reducing and Preventing Pollution January 13, 2011 Mr. Michael Hill, President Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worth, Texas 76115 Re: Notice of Compliance with Notice of Violation (NOV) dated December 1o, 2010: Thelin Recycling Company, L.P., 5225 Thelin Street Fort Worth (Tarrant County), Texas Regulated Entity No.: RNioo762954, TCEQ ID No.: 100108, Investigation No.: 886-181 Dear Mr. Hill: This letter is to inform you that Texas Commission on Environmental Quality (TCEQ) TCEQ Dallas /Fort Worth Region Office has received adequate compliance documentation on December 28, 2010, to resolve the alleged violation(s) documented during the investigation of the above - referenced regulated entity conducted on November 4, 2oio. Based on the information submitted, no further action is required concerning this investigation. The Texas Commission on Environmental Quality appreciates your assistance in this matter and your compliance efforts to ensure protection of the State's environment, If you or members of your staff have any questions, please feel free to contact Ms. Kendra Riffe at the Dallas /Fort Worth Region office at 817 - 588 -5800, Sincerely, L` VL { Ms. Erin Gorman Solid Waste Team Leader Dallas /Fort Worth Region Office EG /kr C�EI�IED JAN 1 X019 REPLYTO. REGION 4- DALLA$YORT WORTH • 2309 GRAVEL DR, i FORT WORTH, TEXAS 76118 -6951 9 817- 588 -5800 0 FAX 817 - 588 -5700 P.O. Box 13087 • Austin, Texas 78711 -3087 a 512- 239 -1000 e Internet address; www.tceq.state.tx,us Printed on remwled paper using; buy.hased ink Bryan IV. Shaw, Ph,D., Chairman Buddy Garcia, Commissioner Carlos Rubinstein, Commissioner Mark R. Vickery, P.G., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution December lo, 2oio Signature Confirmation #9134082133393203044011 Mr. Michael Hill, President Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worth, Texas 76115 Re: Notice of Violation for the Compliance Evaluation Investigation at: Thelin Recycling Company, L.P., 5225 Thelin Street Fort Worth, Texas (Tarrant County) Regulated Entity No.: RNioo762954, TCEQ ID No.: loolo8, Investigation No.: 736153 Dear Mr. Hill: On November 4, 2010, Ms. Kendra Riffe of the Texas Commission on Environmental Quality (TCEQ) Dallas /Fort Worth Region Office conducted an investigation of the above - referenced regulated entity to evaluate compliance with applicable requirements for municipal solid waste. Enclosed is a summary which lists the investigation findings. During the investigation, certain outstanding alleged violations were identified for which compliance documentation is required. Please submit to this office by January 9, 2oii, a written description of corrective action taken and the required documentation demonstrating that compliance has been achieved for the outstanding alleged violation. In the listing of the alleged violations, we have cited applicable requirements, including TCEQ rules, Please note that both the rules themselves and the agency brochure entitled Obtaining TCEQ Rules (GI 032) are located on our agency website at h= I 1www.tceq. state.tx,us for your reference. If you would like a hard copy of this brochure mailed to you, you may call and request one from either the Dallas /Fort Worth Region Office at 817- 588 -5800 or the Central Office Publications Ordering Team at 512-239-oo28. The TCEQ appreciates your assistance in this matter. Please note that the Legislature has granted TCEQ enforcement powers which we may exercise to ensure compliance with environmental regulatory requirements. We anticipate that you will resolve the alleged violations as required in order to protect the State's environment. If you have additional information that we are unaware of, you have the opportunity to contest the violation documented in this notice. Should you choose to do so, you must notify the Dallas /Fort Worth Region Office within 10 days from the date of this letter. At that time, Ms. Erin Gorman, Waste Section Team Leader, will schedule a violation review meeting to be conducted by January i, 2010. However, please be advised that if you decide to participate in the violation review process, the TCEQ may still require you to adhere to the compliance schedule included in the REPLY To: REcioN 4- DALLASNORT WORTH • 2309 GRAVEL DR. • PORT WORTH, TEXAS 76118-6951 0 817 -588 -5800 6 FAX 817 -588 -5700 P.O. Box 13087 • Austin, Texas 78711 -3087 • 512- 239 -1000 • Internet address: www,tceq.state.tx.us printed on recycled paper using say -based info Mr. Michael Hill December 8, 2010 Page 2 attached Summary of Investigation Findings until an official decision is made regarding the status of any or all of the contested violations. I£ you or members of your staff have any questions, please feel free to contact Ms. Riffe in the Dallas /Fort Worth Region Office at 8i7- 588 -5800. Sincerely, Ms. Erin Gorman, Solid Waste Work Leader Dallas /Fort Worth Region Office EG /kr Enclosures: Summary of Investigation Findings 5225 THELIN ST FORT WORTH, TARRANT COUNTY, TX 76116 AdditionallD(s): TXR05V802 70570 74364 TA3987H 100108 100108 Investigation Date: 11104/2010 Track No: 415803 Compliance Due Date: 01/09/2011 30 TAC Chapter 328.5(b)(1) Alleged Violation: Investigation: 736153 Comment Date: 12/6/2010 Failure to update the facility's NO1 for the materials accepted for recycling. 30 Texas Administrative Code 328.5(b)(1) states, "Within 90 days of the effective date of this section or prior to the commencement of new operations, the owner or operator of a facility that serves as a collection and processing point for only non- putrescible source - separated recyclable materials, or for mulching or composting of only source- separated recyclable material shall report on a form or forms to be provided by the executive director, describing: (1)the type(s) of material(s) accepted for recycling." During the investigation on November 4, 2010, Ms. Riffe observed that Thelin Recycling, L.P. was accepting and recycling asphalt shingles. Approximately 550 cubic yards of shingles were on -site during the investigation. Recommended Corrective Action: Update the facility's Notice of Intent to operate a recycling facility to include the recycling of shingles. Submit an updated NOI to the TCEQ Permits and Registration section and a copy to the DFW regional office. Track No: 418661 Compliance Due Date., 01/09/2011 30 TAC Chapter 328.5(h) Alleged Violation: Investigation: 736153 Comment Date: 12/9/2010 Failure to have a tire prevention and suppression plan made available to the local fire prevention authority. 30 TAC 328.5(h) states, "The owner or operator of a facility subject to the requirements of this section that manages combustible materials shall have a fire prevention and suppression plan that shall be made available to the local fire prevention authority having jurisdiction over the facility for, review and coordination." During the investigation on November 4, 2010, Thelin explained their fire management plan, but did not have a written copy of the plan. Fallowing the investigation, it was determined that the facility had not provided the written plan to the local fire marshal. Recommended Corrective Action: It is requested that Thelin Recycling create a written fire Summary of Investigation Findings Page 1 of 2 THELIN RECYCLING Investigation # 736153 management and suppression plan and provide a copy to the local fire marshal. Please submit documentation to the DFW regional office demonstrating compliance. Track No: 419005 Compliance Due Date: 01/09/2010 30 TAC Chapter 328.5(f) Alleged Violation: Investigation: 736153 Comment Date: 1219/2010 Failure to maintain records necessary to demonstrate compliance with accumulation requirements. 30 TAC 328.5(f)(1) states, "The owner or operator of a facility subject to the requirements of this subchapter shall maintain all records necessary to show: (1) compliance with the requirements of §328.4 of this title (relating to Limitations on Storage of Recyclable Materials)." During the investigation on November 4, 2010, Thelin did not have any documentation available regarding the volume of materials that enter and leave the facility per month, On November 30, 2010, Ms. Rifle requested a copy of the documentation. A response was not received. Recommended Corrective Action: It is requested that Thelin Recycling submit documentation illustrating the volume of materials that enter and leave the facility per month to the DFW regional office. Summary of Investigation Findings Page 2 of 2 Bryan W, Shaw, Ph,D„ Chairman Buddy Garcia, Commissioner Carlos Rubinstein, Commissioner Mark R. Vickery, P.G., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution April 13, 2011 Mr. Michael Hill, President Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worth, Texas 76115 Re: Thelin Recycling -- Tarrant County Municipal Solid Waste (MSW) -- Revised Notification No. iooio8 Recycling Operation — Acknowledgement Tracking No. 14555401; RN1oO762954/CN600449441 Dear Mr. Hill: We have reviewed your Texas Commission on Environmental Quality (TCEQ) Core Data Form and revised Notice of Intent to Operate a Recycling Facility dated December 27, 2olo. This recycling facility is located at 5225 Thelin Street, Fort Worth, Texas and will take source - separated yard trimmings, brush; and clean wood material; and asphalt shingles to be recycled into mulch and compost, and asphalt respectively, The submittal complies with-the notification and reporting requirements of Title 3o Texas Administrative Code (3o TAC) Section ( 0328.5 and 3o TAC §330.'11. Your facility has been assigned the MSW Number 1ooxo8. Please continue to reference this number in all future correspondence to the TCEQ. The Irrevocable Standby Letter of Credit No. A2727oT issued by BBVA Compass Bank for $104,000 is an acceptable demonstration of the financial assurance requirements for your facility. This cost estimate is based on a maximum of 39,000 cubic yards of combustible material that may be stored outdoors. Should the amount of combustible materials stored outdoors exceed the volume described in the cost estimate, you must submit an updated cost estimate to the TCEQ Municipal Solid Waste Permits Section. In addition, you must provide a new financial assurance mechanism in an amount not less than the updated cost estimate to the TCEQ Financial Assurance Unit. Please be aware that it is the continuing obligation of persons associated with a site to ensure that the facility is managed in a manner that does not cause a nuisance or endangerment of the public health and welfare and remains in compliance with the requirements of 3o TAC §328.4, Limitations on Storage of Recyclable Materials, and 3o TAC §328.5, Reporting and Recordkeeping Requirements. In particular, please note that 3o TAC §328.5(f) requires maintaining all records relating to facility operations including financial assurance documentation, and §328.5(h) requires maintaining a fire prevention and suppression plan, You may contact Ms. Teresa Nemec of the TCEQ Financial Assurance Unit with any questions pertaining to financial assurance at (512) 239 -0325. When addressing written correspondence to Ms. Nemec, please use the mail code MC 184, If you have any questions about this letter, P.O. Box 13087 Austin, Texas 78711 -3087 512- 239 -1000 Internet address: %vmv.tceq,state.tx.us I, rinted on je, vcIed p1wr using sur- b;Ene;i ink Mr. Michael Hill, President Page 2 April 13, 2011 please contact Mr. Wayne Harry at (512) 239 -6639. When addressing written correspondence, please include the mail code MC 124. You may also access our website at www.tced.texas.gay. Sincer E Y Richard C. Ca ichael, Ph.D., P.E. Manager, Municipal Solid Waste Permits Section Waste Permits Division Texas Commission on Environmental Quality RCC /WRH /fp cc: Mr. Scott McCoy, KSS Consulting, LLC, Austin is C' ` Bryan W. Slaw, Ph.D., Chairman�,�.; - f'. Buddy Garcia, Commissioner Carlos Rubinstein, Commissioner Y `^ Mark R. Vickery, P.G., Executive Director - TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution March 15, 2011 Mr. Michael Hill, President Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worth, Texas 76115 Re: Thelin Recycling - Tarrant County Municipal Solid Waste (MSW) Recycling Operation — MSW Notification No. 100108 Tracking No. 14555401; RN100762954/CN600449441 Dear Mr. Hill: We have reviewed your revised Texas Commission on Environmental Quality (TCEQ) Core Data Form and Notice of Intent to Operate a Recycling Facility dated December 27, 2010. This recycling facility is located at 5225 Thelin Street, Fort Worth, Texas and will take source - separated yard trimmings,brush, and clean wood material; and asphalt shingles to be recycled into mulch and compost, and asphalt respectively. The revised $104,000 cost estimate for closure, based on 39,000 cubic yards of combustible material that may be stored outdoors, is acceptable. Prior to accepting additional materials, you must now submit and receive approval for the required financial assurance documents. Please submit these documents to: TCEQ Financial Assurance Unit MC 184 Attn: Ms, Teresa Nemec 12100 Park 35 Circle Bldg A Austin TX 78753 Please submit the financial assurance documents within 3o days from the date of this letter or we will consider this notification invalid. You may contact Ms. Nemec with any questions pertaining to financial assurance at (512) 239 -0325. When addressing written correspondence to Ms. Nemec, please use the mail code MC 184. If you have other questions about this letter, please contact Mr. Wayne Harry at (512) 239 -6639. Address written correspondence to Mr. Harry usin&,the mail code MC 124. You may also access our website at www.tce .texas. ov. Sinne wy4Cmichael, f i Richard Ph.D., P.E. Manager, Municipal Solid Waste Permits Section Waste Permits Division RCC /WRH /fp CC,. Mr. Scott McCoy, KSS Consulting, LLC P.O. Box 13087 Austin, Texas 78711 -3087 512- 239 -1000 Internet address: www.tceq.state.tx,us p1;5ttr:1nnrri-'.ijNrrr115inr >� iIas.dink THELIN Recycling Company, L.P. March 25, 2011 TCEQ Financial Assurance Unit MC 184 Attn: Ms. Teresa Nemec 12100 Park 35 Circle Bldg A Austin, Texas 78753 Re: Thelin Recycling — Tarrant County Municipal Solid Waste (MSW) Recycling Operation — MSW Notification No. 100108 Tracking No. 14555401; RN100762954/CN 600449441 Attn: Ms. Nemec, Enclosed please find the revised Financial Assurance documents as requested, if you have any questions please feel free to call me at (817) 926 -5626. You can also contact our consultant, Mr. Scott McCoy, KSS Consulting LLC at (512) 698 -6946. Regards, Thelin Recycling Company, L.P 4= # Compass AMENDMENT TO LETTER OF CREDIT NO, A27270T DECEMBER 28, 2010 International Trade Services P.O. Box 4444 Houston, TX 77210 Phone 713 -499 -8642 Phone 713 - 499 -8643 Fax 713- 499 -8659 www.bbvacompass.com APPLICANT: BENEFICIARY: THELIN RECYCLING COMPANY, LP EXECUTIVE DIRECTOR 5225 THELIN STREET TEXAS COMMISSION ON ENVIRONMENTAL QUALITY FORT WORTH, TX 76115 12100 PARK 35 CIRCLE BLDG, A FINANCIAL ASSURANCE UNIT, MC -184 AUSTIN, TX 78753 AMENDMENT NUMBER FOUR (4) DEAR SIR OR MADAM: PLEASE BE ADVISED THAT THE SUBJECT LETTER OF CREDIT HAS BEEN AMENDED AS FOLLOWS: BENEFICIARY'S ADDRESS IS AMENDED TO: 12100 PARK 35 CIRCLE BLDG. A FINANCIAL ASSURANCE UNIT, MC -184 AUSTIN, TX 78753 COMPASS BANK Ldel TERESA DEVER, VICE PRESIDENT DECEMBER 28, 2090 THIS CREDIT IS SUBJECT TO INTERNATIONAL STANDBY PRACTICES, ISP98, AS PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, BEARING INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION NO, 590. THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE CREDIT AND MUST BE ATTACHED THERETO. ALL OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. TLC A27270T --A4 Page 1 of 1 i Compass AMENDMENT TO LETTER OF CREDIT NO. A27270T DATE: DECEMBER 21, 2010 International Trade Services P.O. Box 4444 Houston, IX 77210 Phone 713- 499 -8642 Phone 713- 499 -8643 Fax 713 - 499 -8659 www.bbvaCOMPass.com APPLICANT: BENEFICIARY: THELIN RECYCLING COMPANY, LP EXECUTIVE DIRECTOR 5225 THELIN STREET TEXAS COMMISSION ON ENVIRONMENTAL QUALITY FORT WORTH, TX 76115 P.O. BOX 13087 AUSTIN, TX 78711.3087 AMENDMENT NUMBER THREE (3) DEAR SIR OR MADAM: PLEASE BE ADVISED THAT THE SUBJECT LETTER OF CREDIT HAS BEEN AMENDED AS FOLLOWS: • THE AMOUNT OF THE LETTER OF CREDIT IS INCREASED BY USD54,000.00 (FIFTY FOUR THOUSAND AND NO1100 UNITED STATES DOLLARS) TO ANEW TOTAL AMOUNT OF USD104,000.00 (ONE HUNDRED FOUR THOUSAND AND NO1100 UNITED STATES DOLLARS). • APPLICANT'S ADDRESS IS AMENDED TO: 5225 THELIN STREET FORT WORTH, TX 76115 COMPASS BANK . z - &'�a - r TINA COX, ASSISTANT VICE RESIDENT DECEMBER 21, 2010 THIS CREDIT IS SUBJECT TO INTERNATIONAL STANDBY PRACTICES, ISP98, AS PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, BEARING INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION N0, 590. THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE CREDIT AND MUST BE ATTACHED THERETO. ALL OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. MS A2727OT — A3 Page I of I rage i at z From (817) 8'18x828 0* 0, FTWA tee . Theme Reoyafuq Company. LP 5225ThebtStott Fort Worth, TX 78115 [E] SNIP T0: {514234•$325 BELLSENDM Ms. Teresa Nemec TCEQ Financial Assurance Unt MC 184 12100 PARK THIRTY FIVE CIR BLDG A AUSTIN, TX 78753 i ti � �iits �t f�ff � ��,1�v It �► �s yr� 1 ' i ' J � 21,KWI1 Mss ft Code IIIIIIIIYIIIIIIIIIYII %IIIIIR�IIII�llllllll�lll�p MON - 28 MAR Al T 79691178 3183 STANDARD OVERNIGHT 78753 SB MMRA Aus iii�i�rui fill iiiAiiiAi � u After printing this label: -.T___ __---• -- -- --..—. ---- -- -_ -.- _ - --. 1. Use the'Pdnt' button on this page to print your label to your laser or Inkjet printer. 2. Fold the printed page along the ho&onta€ line. 3. Place label In shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a pholocopy of this label for shipping Purposes is fraudulent and could result in additional billing chargas, along ViAh the cancelfatlon of your Fe*x account number. - -• --..mss systam toas5hrtes vaa to the service a the arrrent FedEx Senr{ce ova la on fedexcwmF t not be resports bte for any ciakn in excess of $100 per 05/20/2009 12:37 81742106555 Buddy GarcEa, Chairman ),airy R. SOward, Commissioner i 5�r I Dryan W. Shaw, Ph.D., Cornmisslancr !{^� ,r Mark R. Vickery, P.0, :Ex¢cutlue Dlreclor TEXAS COMMISSION ON ENVIRONMENTAL QUALITY ProteC11V T¢xtrs by Reducing Qnd Preventing .Pollulton MAY 15 } 2009 CERMIED MAIL - REM IN RFcEIP VESTED - 91 7108 2133 3934 8958 8316 Mr. Jack Milner, President Thelin Recycling, L.P. 651 l✓. Highland Southlalre, Texg5,76092 Re: Notice of Compliance With Agreed Order Thelin Recycling Company, I„ P, Air Account No. TA3987H RN 100762954; Docket No, 2007 - 1092 - AIR -E; Enforcement Case No, 34200 Dear M- Milner: PAGE 02/05 This letter is to inform you that a review of Texas Commission on Environmental Quality (TCEQ) records concerning the above - referenced enforcement matter indicates that Thelin Recycling Company, L.P. has fulfilled the requirements of the Agreed Order effective on February 25, 2008. Specifically, Tholin Recycling Company, L.P. has fulfilled the teebnieal requirements and paid the administrative penalty required by the .Agreed Order. Based upon this, we conclude that your response has been satisfactory and no further action is necessary with respect to this enforcement matter at this tittle. This Order will tesnainate on' February 25, 2013, provided you maintain compliance with all terms and conditions of the Order. We appreciate your cooperation, and if we can be of any further assistance, please contact Ms. Norma SaliaO at (5 22) 239 -0776. Sincerely, Anna Brulloths, Manager Enfoxeer ant Division CC! Ms, Alyssa Taylor, Manager, .Air Section, Dallast orth Worth Regional Office, TCEQ P.O. Box 13087 • Austin, Texas 787I1 -3087 • 522- 239 -1000 • Intern-et address: www.teeq,s(Ate.tx.us /611155 on I ttyd"I rarer 11614 AVY -Wed 1.1% 05!20/2005 12 :37 8174210655 0 PAGE 02/05 AIR- TA3967H -CO Texas Commission on Environmental Quality Investigation Report THELIN RECYCLING COMPANY LP CN600449441 THELIN RECYCLING RN100762964 Investigation N 703137 incidental Investigators NORMASALINAS SiteCLaa9lftctron MIN 0 -16 FINS Conducted: 0411712008 -- 09/17/2008 NAIL Code; 423930 SIC Code: 2876 Program(s); AIR OUALITY NON PERMITTED AIR NEW SOURCE PERMITS Investigation Type ; Compilance Invest File Review Location, Additional ID(s) : TA3987H Address: 5225 THELIN ST; FORT Activity Type : WORTH, TX 78116 Edminalfil: Role RESPONDENT Conte Role NopWated EntAy MQ11 Contarx Oilier Slaff Membarfel : Role Supervisor Hams THELIN RECYCLING COMPANY LP Me Name PR6SIDENT MR JACK MILNER Nams ANNA BRULLOTHS Phone Work (817) 481-6679 Associated Check fist Chackllat Name nit Na COMPLIANCE WITH RESOLUTION RECORD REVIEW DOCKET NO 2007- 1092•AIR -E ENF , AIR ENFORCEMENT INVESTIGATION ACTIVITY DOCKET NO 20D7-1092-AIR-F, CHECKLIST Mn-matloation Comments : Investigarion to resolve remaining vlalalions of Enf. Case No, 24240. The penalty has been paid. All ordering provisions are completed, The enforeament file will be closed and a compliance letter will be mailed. a Track No: 273355 Resolution Date: 911712008 30 TAU Chapter'101.4 6C THC Chapter 382.085(a) 60 THC Chapter 382.085(b) Alleged Violation: 85/20/2009 12:37 8174210655 THELIN RErYCLING . FORT WORTH 91171,2006 Inv. 0.703071 Pa e2of3 Investigation: 557224 Comment Date. W30/2007 Failure to prevent nuisance level odor emissions, thereby adversely W90tinQ human health, welfare or property, or interfering with theito►mal use and enjoyment of property. During this investigation, the Investigator documented nuisance level odors coming from Thelin Recycling, and Impacting off property receptors, Invesf ignUort: 657772 Comment Date: 06/25/2007 Notice Of Violation Follow up Investigation performed on May 11, 2007, May 14 through 1e, 2007, and Complaint investigation on May 21, 2007. Investigation; 703071 Comment Data: 09118/2068 Failed to prevent nuisance level odors from Impacting off property receptors, in violation of 30 TEX. ADMIN. CODE § 101.4 and TEx. HEALTH & SAF#:"tY CODE § 382.085(a) and (b), as documented during an investigation conducted May 11 through May 21, 2607, litesommanded Correcfiva Action: The facility is requested to prevent nuisance level odor emissions that adversely affect human heath, welfare or property, or interfere with the normal tae and enjoyment of property. Resolution: Thelin Recycling Company, L.P. submitted nolefted compliance certification on April 9, 2008 adressing ordering provisions of AO pocket No. 2007,1092- AIR-E. Thelin Recycling Company, LIP, slated that they have removed the material from the site (recycling and composting site) and wit) strive to prevent any further problems. prior to submitting notarized compliance certification, in a letter dated May 111, 2Q07, Thelin Recycling Company, LP. slated thatthey have taken the appropriate measures necessary to mitigate the odor nuisance problem. Specifically, the Compost piles have been rotated, aerated, and rerrioved (sold) to eliminate the anaerobic issue address in the official COEDS Invesigation No. 657224. Signed —d Envlronm ntal Investigator Signed Supervisor Date S_ ( Y"' 61 DateIL PAGE 03/05 05/20/2009 12:37 8174210655 THELIN RECYCLING - FORT WORTH 9117/2008 Inv. 0.703D71 Pape 3 of I Attachments: (in order of final report submittal) _EnforcamantAction Request (EAR) „Letter to t=acilq (specify type) : InvOligation Report _Sample Analysis Results „Manifests _NOR „Maps, Plans, SketChe& Photographs ..,_,Correspondence from tha facility ^Other (specify) PAGE 04/05 05/20/2009 12:37 8174210655 PAGE 05/05 Investigation OA Appendix Invsstlgation a: 703071 RN10D762954 County: TARRANT Reg Ent: THELIN RECYCLING Physical Address: No PnYakal Address Assoataled to RN In OR Conduated: 0911 712005 0 0:00.091171,2008 0D:00 NOW Dt: No Associated Inc(donte No Staff Tasks Na DOCUmente Received No Communlcatlon History Fiscal Year WP Local Unit No Activity Type Event Quantity ASSOCIATED TO A NOTICE OF VIOLATION ChNisf Item: Alle.gauon; Failad to prevent nuiannoe level odors from impaWo off property receplore, In VIDIAtsan of 30 TEX. ADMIN. CODE 5 101.0 11114 TEX HEALTH A SAFETY CODE g 382.086(a) and (b), 416 4ocumented dunng an lnves%ation oDr-ducted May 11 through May 21, 2007. Vlnf Cvmmenl: Citation(e); se THE Chapter 382,085(b) 60 THC Chapter 382.065(x) 30 TAG Chapter 101.4 Principal; THE61N RECYCLING COMPANY LP Program; AIR QUALITY NON PERMITTED Trackli: 273865 CfaaaIncatlon: MODERATE Self Reported: NO Status Cade & Date: RESOLVED,021174008 Immunity Granled: NO COAVIOnee Plot) Requested: NO Repeat Vtvlaoorr: YES Cat & Sub Cat Code: a, EPA Gt #511: NIA Y:01 Start DI: 0911 x12007 Refer to inveatigalloit: No VIOI End DI: 011712008 Compliance Due Dale: Not entered FORTWORTH December 11, 2009 Mr. Mike Hill, Vice President Thelin Recycling Company, L.P. 5225 Thelin Street Fort Worth, Texas 76115 Re: Air Enforcement Follow -Up Investigation at: Thelin Recycling Company, L.P., 5225 Thelin Street, Fort Worth, Tarrant County, Texas Facility ID(s): RN100762954, CN600449441. Dear Mr. Hill: On November 9, 2009, Mr. Anthony Williams of the City of Fort Worth, Environmental Management Department, conducted an Air Enforcement Follow -Up Investigation of the above - referenced facility to acknowledge your corrective action(s) with regards to the Agreed Order, Docket Number 2007 - 1092 - AIR -E, issued on February 13, 2008. It appears that all areas of noncompliance have been adequately addressed. No further response from you is necessary. The City of Fort Worth, Environmental Management Department, and the Texas Commission on Environmental Quality appreciate your assistance in this matter and your compliance efforts to ensure protection of the State's environment. If you have any questions regarding this investigation, please contact Mr. Anthony Williams at (817) 392- 6088 or via e -mail at Anthoa.Williams@ fortworth ov.org. Sincerely, Mr. Derek Senter, CHMM Environmental Supervisor DS /aw RECEIVED DEC 14 2009 Y; . ENVIRONMENTAL MANAGEMENT DEPARTMENT THE CITY of FoRT WORTH * 1000 THROCKMORT0,N' STREET * FoRT WORTH, Tum 76102 -6311 817- 392 -6088 * FAx 817 - 392 -6359 * www.fortworthgov.org/dem 10 Printed nn recycled paper CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT F REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides, The City prefers customers of similar size and scope of work to this proposal. GOVERNMENT /COMPANY NAME: Uwov LOCATION: 3,550 LQVJSt o CONTACT PERSON AND TITLE: TELEPHONE SCOPE OF `Vi CONTRACT PERIOD: d60 REFERENCE ONE GOVERNMENT /COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE SCOPE OF Wi CONTRACTI GOVERNME LOCATION: CONTACT P TELEPHONI SCOPE OF IN CONTRACT REFERENCE TWO a REFERENCE THREE PAGE 55 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with Iocal governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY IDateReccived This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defirted by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a), By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day alter the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. j 4� 11 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 1 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 476.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes E-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No D. Describe each affiliation or business relationship, 4 Signature p on doing usine with the governmental entity Dale V PAGE 56 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT H DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply with Texas focal Government Code 252.0215, in regards to competitive requirements in relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are cost effective, and contributable to the competitiveness of the City, and its customers. All Procurement activities will be conducted in an open and fair manner with equal opportunity provided for all qualified parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and /or utilize DBE's as sub - contractors, where feasible, to meet the overall intent of the legislation. Disadvantaged Business Enterprises (DBE )I: are encouraged to participate in the City of Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives from DBE companies should identify themselves as such and submit a copy of the Certification. The City recognizes the certifications of the State of Texas Building and Procurement Commission HUB Program. All companies seeking information concerning DBE certification are urged to contact. . State of Texas HUB Program — TPASS Division PO Box 13047, Austin, TX 78711 -3047 (512) 463 -5872 or (888) 863 -5881 or htt : / /ivkN,%N,.windo%N,,state.tx.us/ i- ocul-ement/ ro /hub/ Instructions: If your company is already certified, attach a copy of your certification to this form and return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the web link to obtain such. If you are submitting a response and plan to utilize DBE's, then use the form below to identify the business and include the business HUB certification, COMPANY NAME: REPRESENTATIVE: ADDRESS: CITY, STATE, ZIP: TELEPHONE NO. Indicate all that apply: FAX NO. Minority -Owned Business Enterprise Women -Owned Business Enterprise Disadvantaged Business Enterprise PAGE 57 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT I CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THIS CONTRACT is made and entered into this day of A,D., 2013, by and between a corporation, whose address is hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D ". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Request for Proposal (RFP # 5238) (b) City of Denton Standard Terms and Conditions (Exhibit "A ") (c) Special Terms and Conditions (Exhibit "B ") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C "). (e) Supplier's Proposal. (Exhibit "D "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." , � / �-\%( D ) PAGE 68 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. li ATTEST: ATTEST; City of Denton OWNER _ (SEAL) lt�er�►n #Z�c�clsna CONTRACTOR 5 aa5 h 'n' APPROVED AS TO FORM: MAILING ADDRESS PHONE NUMBER 9acp M J F,�XNU g .TURE ti O 'j H1-\ PRINTED NAME, TITLE (SEAL) ANITA BURGESS, CITY ATTORNEY PAGE 59 OF RFP #5238 CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT J ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters that may be incidental to the work, before submitting a proposal. The undersigned agrees, if this proposal is accepted, to finrnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Bidder, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this bid. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 e,_t,_see ., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Cum. Code, Section 15.0 1, et sea. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing 1Vebsite at: littp:HNN,N%,xv.cit),ofdcntoji.com/index.asp. `? a e =397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail. I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will he investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. NAME AND ADDRESS OF OMPANY: 1 i Tel. No.21-1 C ► i it Email. -A%CkafA V PAGE 60 OF RFP #5238 AUTHORIZED PRESEINIT I Signaturesr -- Date �l Name A J �} Title 7���.LL lcxt? Fax No. t`1 g02�P Si.ep��3 A C m Cs E V C V V a} t Z _N •W 41 C O Q 43} w W � Ln 0 Q ° ° H 0 z z z z z N ° � o O o 0 ei m N H H N O e-I N a tl7 -c u LLI o a c � b U v t3 0 c 0 s H a u O C O U N O CL y •� v � O 4 O �Q O tkb � L VI m u Z a O Q) O Z O O W ` D m 4 O IS v Ouo a � � m Z a Z H Q 2 a to GA gj� m # CL v w ti a—' vi G 0 4- ro G 'U ro � a� a U � .0 U 3 C L � � U �- 43 O a-+ bA � b-0 u 43 CL N SW � ca V O N G U f[7 tll � C u •~ L 41 m ro L E ro ra a � _�� � G a 0 0) . >` v O {L f0 N 0 0 0 0 0 H 0 N H CD Ln o 0 0 O o rn N 0 0 ei m N H H N O e-I N m °o u +1 N 41 41 A C G C O n G 0 `n C O cn ni d Q 41 fu 41 m Y dd 2 41 ro E E N 75 41 ro rq 41 to C N 0 c0 SW Q m E ono E air (D ro O m N t c� � V? t/T th tIT to O Z � 0 V 0 CL d 41 C) O o E 3 M O L c`, CL CL 4. lJ w ai a f4 ?� F bIblibi6lbIb N I I N l NN I N I N 7•• �a O Q N O M 41 N ei O Q C) G V e-I N m u +1 N 41 41 A .Q G C O n G 0 `n C O cn d Q1 Q 41 fu 41 m Y dd 2 41 ro E E N 75 41 ro rq 41 to C N 0 c0 SW Q E a� E ono E air (D ro O m N t c� C7 f Q � L u° bIblibi6lbIb N I I N l NN I N I N 7•• �a C) Q -0- ro u O � _ 0 V 0 CL 41 C) un o E 3 M L c`, CL CL 4. w ai a m co > m a a CITY OF DENTON RFP #5238 - FOR WOOD GRINDING SERVICES EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS The scope of work and/or technical specifications shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and /or technical specification below. It is anticipated that the scope proposal submission will include, at a minimum, the following. Purpose: It is the intent of the following specifications to describe on site grinding and removal of debris services. Debris is routinely collected as a result of land clearing throughout the City of Denton area. Successful bidder shall provide all Iabor supervision, materials and equipment, with operators, necessary for onsite grinding/mulching of natural (trees, brush, wood, and vegetation) brush piles to include removal and disposal as required. Successful bidder will be required to separate all foreign material (wire, metal fence /posts, concrete etc.) located within the brush piles from the natural materials prior to grinding, and dispose of all foreign materials as required, Inspection and Acceptance: Upon completion of each area the City shall have the right to inspect the service(s) performed before accepting them. Vendor shall make inspections with City of Denton's designated representative upon request and furnish a written plan of action as to how and when correction of any discrepancies will be accomplished. The City reserves the right to make periodic unannounced inspections without the vendor being present. Payment for the work specified herein and shown will be made, after completion and acceptance, at the unit prices specified in the pricing schedule. Vendor Responsibilities: The successful bidder must be duly licensed in accordance with the state's and country's statuary requirements to perform the work. The successful bidder shall obtain all permits necessary to complete the work. The successful bidder shall be responsible for determining what permits are necessary to perform under the contract. The successful bidder shall be responsible for instructing its employees in appropriate safety measures. The successful bidder and its personnel shall adhere to the applicable safety requirements. The successful bidder shall comply with local, State and Federal Safety and Health Requirements. Compliance with Governing Laws and Regulations - The successful bidder shall strictly comply with all applicable federal, state, and local regulations. Copies of such licenses, certifications, registrations and any other requirements shall be provided with the bid submission; and, the successful bidder shall provide follow -up evidence that as the successful bidder they maintain such credentials throughout the period of agreement. Successful bidder shall be required to comply with EPA and OSHA cleanup and containment regulations for all equipment fluid spills, etc. CITY OF DENTON RFP #5238 - FOR WOOD GRINDING SERVICES EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS Sub- contracting: All work included in this contract shall be the sole responsibility of the vendor and shall not be sub - contracted. All foremen and workers shall have sufficient skill, proper license, and experience to perform work in an acceptable manner. Bidders shall have prior grinding/mulching experience, similar in size to that being requested by the City. Bidder shall submit three (3) acceptable references, listing current/prior contracts. The references must state the agency, phone number, contact person and contract size. See page 9. Failure to submit the references with bid submittal may result in rejection of bid. Supervision: Under the general oversight of the City, the successful bidder will supervise and direct all work, and workers related to the services. The successful bidder shall maintain one qualified and accessible supervisor, which shall be responsible for the coordination of the City field crews. The name(s) of the supervisor, assistant or backup personnel or liaison officer's phone number shall be provided to the City prior to execution of work. Equipment Requirements: Successful bidder shall furnish all required equipment, e.g. tub - grinders, horizontal grinders, front loaders, cranes with grapplers, dolly to mobilize grinding/mulching equipment, etc., within, or to and from each separate job site. For evaluation purposes the bidder shall submit, or make available upon request, a listing of all equipment to be used on this project. List of equipment shall include year, make and model of machines to be used. Bidders are to own and have operationally ready all related equipment to perform this service. All equipment submitted for use on this project shall be maintained in satisfactory working condition to guard against injury to the grounds, City property, third -party property, persons or animals. Bidder's equipment that operates from public roads shall have a permanent rotating amber caution light mounted to the top of each piece of equipment along with an arrow board. Prior to recommendation of award of the contract, City of Denton representatives may conduct an inspection of the bidder's equipment. At the time of inspection, if the bidder does not possess an adequate amount and /or operational equipment to complete the areas stipulated, the bidder may be rendered non - compliant and the respective bid disqualified as determined by City of Denton. After award, the successful bidder's equipment and personnel must be at all times readily available, mechanically sound and operationally ready to satisfactorily perform the volume of work required under this contract. Failure by the successful bidder to maintain adequate, mechanically sound and operational equipment and /or staffing may result in termination of the contract due to non - performance. Vendor shall be responsible for any property damage caused by the use of chemicals, vehicles, or other equipment while engaged in this contract. CITY OF DENTON RFP #5238 - FOR WOOD GRINDING SERVICES EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS Inclement Weather Conditions: The City will allow two (2) additional days for every day that there is a delay due to the weather for completion of services. ITEM I All labor, equipment and materials necessary for the grinding of brush, clean construction lumber and other miscellaneous wood products located at the City of Denton Beneficial Reuse Facility. Material must be ground using a tub grinder with a minimum horse power rating of 1000 hp to 1350 lip and is capable of grinding 5000 cubic yards of material per eight (8) hours. Tub grinder must be equipped with water supply connection for dust control and magnetic head pulley for removing metal. The City inspects the wood waste for plastic and large metal objects when it is delivered to the grinding area, but cannot guarantee that the grinding pile is free of metal objects. Ninety -nine (99) percent of all material is 12 ft. and under. The City will notify the successful bidder when approximately 20,000 cubic yards of brush and /or construction lumber has accumulated. The size of the wood chips must be suitable for the composting operation. Should pieces become too large, due to mechanical problems; the City can request a second grind, at no additional cost. Material screen size shall be 5" x 7" for coarse material and 2" x 2" for fine material. Material ground under Item 1 are not disposed of, but used in the City's Beneficial Reuse Facility for mulch. The City reserves the right to notify successful bidder when approximately 3,000 yards of double grind or landscape mulch is needed for unexpected jobs. The vendor will mobilize equipment and begin grinding within 7 working days, weather permitting, upon notification by the City. CITY OF DENTON RFP #5238 - FOR WOOD GRINDING SERVICES EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS ITEM 2 All labor, equipment and materials necessary for the grinding of brush, trees, other miscellaneous wood products, less than 12 ft., located at various sites throughout the City of Denton. Successful bidder shall furnish tub - grinders and /or horizontal grinders with a minimum horse power rating of 1000 hp to 1350 hp and are capable of grinding/mulching 5000 cubic yards of material per eight (8) hours. Equipment furnished shall be capable of processing/grinding tree root balls up to ten (10) feet in diameter, and tree trunks up to sixty (60) inches in diameter. The size of the wood chips must be suitable for the composting operation. Material screen size for material shall be 5" x 7" for coarse material. Should pieces become too large, due to mechanical problems; the City can request a second grind, at no additional cost. Disposal of Materials and Site Clean -up: Successful bidder shall be required to remove and transport desirable mulched material, free of debris, to the City of Denton's Beneficial Reuse Facility at 1 100 S. Mayhill Rd, Denton, TX 76208. The successful bidder will be required to haul off and dispose of waste materials extracted from desirable mulch (e.g. concrete, wire, steel fence posts, trash, etc). If mulch contains trash and is undesirable for the Beneficial Reuse facility, vendor must dispose of all materials. The City will furnish no disposal or storage site for waste materials. The successful bidder shall dispose of waste materials in a safe and efficient manner in accordance with all local, state and federal regulations. Successful bidder shall be required to leave the premises in a clean, safe and sanitary condition with the site re- graded to remove all wheel ruts as required. The City of Denton reserves the right to haul off and dispose of all materials, and clean up the job site at its discretion. Bidders are asked to submit a price reducer, per cubic yard, should the City remove materials and provide site clean -up (Item 2.17.). Livestock at Job Site: Successfid bidder shall be responsible for securing/handling all livestock while working on private property where livestock is present. Duration of Jobs: A maximum of five (5) working days will be allowed at each job site, unless pre - approved by City of Denton staff. Successful bidder will commence mobilization and removal of debris within 7 working days upon notification from the City. Delivery of services shall be as notified by City personnel. The quantity will depend upon the City's need at the time of request. 1. THELIN RECYCLING COMPANY, LP Michael Hill — Michael thelinrec clip .com OFFICE (817) 926 -5626 MOBILE (214) 532 -6585 Hector Chairez -- hector a,thelinrecycling.com OFFICE (817) 926 -5626 MOBILE (817) 999 -7797 RFP 5238 WOOD GRINDING SERVICES FOR THE CITY OF DENTON Thelin Recycling Company has held the contract for wood and brush grinding and the Denton Landfill for over 12 years; we are very familiar with the needs and requirements that the city has requested for the contract, CITY OF DENTON RFP 5238 FOR WOOD GRINDING SERVICES ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: Com?oA+ L1? 2. Address (Principal Place of Business): 5AD 5 lhek%o S} 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? jf5 4. Tax Payer ID #: 75-- a(03g7VA 5. Email Address of Primary contact: �ki eV4e( &4�jeltvtfuyclir +f*L(a ff,"1 11U 6. Website Address: w w w .►e tiY► rr c•� c15nQt . eon 7. Telephone: $li U(p 54aCe 8. Fax: `S 1 '7 Ra tP 54 a V 9. Other Locations: tOke 10. Organization Class: Partnership ✓ Individual Corporation Association 11. Date Established: la l 199 1, 12, Former Business Name: N `t'�" 13. Date of Dissolution: %/!P' 14. Subsidiary of: N!k 15. Historically Underutilized Business: Yes o No 16. Principals and Officers: R,Q'Vtae l J 1} - II r P6 S i064- Please detail responsibilities with the name of each principal or officer. SeC AT -rAa4AVA rr 17. Key Personnel and Responsibilities: �kchf C; rem Please detail responsibilities with the name of each key personnel. PAGE 51 OF PFP #5238 I v�- 1q Michael Hill -- President Oversight of all day to day activities of the operations of Thelin Recycling. Responsible for employee placement, productivity, and advancement in all areas. Bids work, coordinates completion. Codes all AIP to proper GL. Maintains quality control over production and delivery of materials. Responsible for equipment maintenance to ensure ongoing production. Works with customers to ensure satisfaction. Works to expand the business. Hector Chairez -- Grinding Supervisor, The Grinding Superintendent effectively manages and is directly responsible for all assigned grinding operations and personnel. To achieve this, the Grinding Superintendent implements and maintains systems and procedures that ensure all grinding operations are in accordance with quality standards, safety standards, according to specified cycle time, within allotted budget, achieving company's goals and providing customer service. Schedules mobilizations / demobilizations of equipment. CITY OF DENTON RFP 5236 FOR WOOD GRINDING SERVICES 18. Number of Personnel by Discipline: Discipline Number of Staff # Registered 19. Services Provided by Contractor: !3C--F � 99 L0.l44 £f 124fie ce +cq w%144 a. Please provide a detailed listing of all services that your company provides. b. Please detail your prior experience working on similar projects with Texas governmental entities. c. Please detail your similar services provided over the past two (2) years. d. Detail documented proof of at least three (3) projects in the past two (2) years. e. Please detail these services, including, the nature of the services provided, the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. a D 21. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. SM #' if 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. N t7 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). g b 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? Ifts http://Nvww.osha.gov/pls/oshaweb/0wasrch.search farm? p doc type--STANDARDS&12 toc level = l &p keyyalue =1926 PAGE 52 OF RFP #5238 4. Relevant Experience and Capabilities 1998 — 2014 - City of Denton, TX Under contract to grind and stockpile material. Material quantities in excess of 100,000 yards annually. 1100 Mayhill Road Denton, TX 76208 Contact: Gayla Wright Ph 940 -349 -8290 Fax 940- 349 -7507 2010 - Current - City of Cleburne, TX Under contract to grind and stockpile material. Material quantities in excess of 40,000 yards annually. 2625 Pipline Road Cleburne, Tx 76033 Contact: Rodney Collins Ph 817 -774 -6945 Email: Rodney.collins @cleburne.net 2008 -2012 - City of McAllen. TX Under contract to grind and stockpile and load out material. Material quantities in excess of 120,000 yards annually. Contact: Roy Custudio Composting Facility Ph 956 -688 -3278 Email; rcustodio @mcallen.net 2009 - Current - City of Mesquite, TX Under contract to grind and stockpile and load out material. Material quantities in excess of 100,000 yards annually. 3550 Lawson Road Mesquite, TX Contact: Charles Goodson Ph 214 -534 -5642 Email: egoodson @cityofinesquite.com 2012 - Current - City of Grand Prairie, TX Under contract to grind and stockpile and load out material. Material quantities in excess of 80,000 yards annually. 1102 McArthur Blvd Grand Prairie, TX 75053 Contact: Angi Mize Ph: 972 -237 -8262 Email: amize @gptx.org 9 GOVERNMENT /COMPANY NAME: . ! LOCATION: .3,550 Lawton CONTACT PERSON AND TITLE; Narks TELEPHONE NUM : a 4 S$�} slot 'a I SCOPE OF WORK: Q t pU CONTRACT PERIOD: GOVERNMENT/COMPANY NAME: a LOCATION: lkoev,% CONTACT PERSON AND TITLE: r TELEPHONE SCOPE OF WI CONTRACTF REFERENCE TWO 0 REFERENCE THREE GOVERNMENT /COMPANY NAME: 1 LOCATION: I la A CONTACT PERSON AND TITLE: p { TELEPHONE NUMB R: �l vol SCOPE OF WORK: S CONTRACT PERIOD: ac) i @ ?t'Q8PC PAGE 55 OF RFP #5238 Inventory Grinders 1997 Diamond Z 1260 Tub Grinder 1998 Diamond Z 1260 Tub Grinder 1999 Diamond Z 1463E Tub Grinder 1999 Diamond Z 1463B Tub Grinder 2000 Diamond Z 1463B Tub Grinder 2002 Diamond Z 1463B Tub Grinder 2004 DZH5000 Horizontal Grinder 2004 DZH5000 Horizontal Grinder 2005 DZH 7000 Horizontal Grinder 2005 DZH 7000 Horizontal Grinder Excavators 2001 CAT 320CL Excavator 2002 CAT 320CL Excavator 2004 CAT 320CL Excavator 2004 CAT 320CL Excavator 2004 CAT 320CL Excavator 2005 CAT 320CL Excavator 2005 CAT 320CL Excavator 2009 320DL Excavator 2009 320DL Excavator 2011 320DL Excavator 2011 32ODL Excavator 2011 320DL Excavator 2007 320CL Fxcavator 2007 320DL RR Excavator 2007 320DL RR Excavator 800 HP 800 HP 1000 HP 1000 HP 1000 HP 1380 HP 860 HP 860 HP 1000 HP 1000 HP Track Loaders 2002 CAT 963C Track Loader 2009 963D Track Loader 2012 963D Track Loader Wheel Loaders IW8 CAT 960F Wheel Loader 2000 970F Caterpillar Loader 2000 CAT 9726 Wheel Loader 2001972G Wheel Loader 2003 CAT 966G Wheel Loader 2004 CAT 966G Wheel Loader 2004 CAT 972G Wheel Loader 2004 CAT 966G Wheel Loader 2004 CAT 966G Wheel Loader 2005 CAT 966G Wheel Loader 2005 CAT 966G Wheel Loader 2006 CAT 966G 1Vheci Loader 2006 CAT 966G Wheel Loader 2006 9280Z Wheel Leader 2009 938G CU Wheel Loader 2009 966H Wheel Loader 2011 966H Wheel Loader 2010 966H Wheel Loader 2010966H Wheel Loader AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Utilities ACM: Howard Martin, 349 -8232 .h SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Contract of Sale (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between Timothy J. Murphy, Trustee of the Balser Revocable Trust, as Owner (herein so called), and the City of Denton, Texas, as Buyer, regarding the sale and purchase of fee simple to a 1.475± acre tract, more or less, situated in the William Crenshaw Survey, Abstract No. 318, located in the City of Denton, Denton County, Texas, as more particularly described in the Contract of Sale, located generally in the 1400 Block of North Ruddell Street (the "Property Interests "), for the purchase price of Eighty Five Thousand Dollars and No Cents ($85,000.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; and providing an effective date. (North Ruddell Street Connection) BACKGROUND The Property Interests are comprised of four unimproved separate tracts of land held collectively by The Balser Trust, those tracts being located at the northwest corner of the intersection of Mingo Road and North Ruddell Street. The subject property tracts have been posted for sale for an extended period of time. There have been historical considerations by staff to endeavor to provide for a more uniform configuration of the Mingo Road railroad grade crossing, in respect to Ruddell Street through connectivity, coupled with the desire to consolidate the operational areas of the City's Service Center. Staff believes it is the best interests of the City to seek near - term acquisition of these land tracts, in anticipation of a street connectivity enhancement initiative at a future date, as funding is identified. Approval of the ordinance under consideration authorizes staff to enter into a purchase agreement regarding acquisition of the subject land tracts. OPTIONS 1. Approve the proposed Ordinance. 2. Not approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATIONS Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION Funds for purchase and closing cost to be funded through Accounts: 300034444, 300034447, 300034461,300034462,300034464 EXHIBITS 1. Location Map 2. Site Map 3. Ordinance (with attachments) Respectively Submitted, Frank G. Payne, P.E. City Engineer Prepared by, LuAnne Oldham, Real Estate Specialist A EXHIBIT 1 NORTH L WERY WOODS CHAPEL J LIBRA Y w Q COLLEGE m o ................ Site m ADMINISTRATI . ..............................m cn Lu THIRD Q TH RD GROVE O m m CO LEGE a O o PIRTLE _ z FIRST - J z S HMITZ� TEXAS cn w O TEXAS J Q O O U- w HA N LL N MAY WITHERS 7J. w O MAR HALL � P ISLEY AULIN Q (O v O LLONGR SS O J Lu W ARKW Y ULAND o DAVIS a w oa KEN I _ D.ENTON � Q D OWN Tp WN J_ Q tY DAVIS_ NTS . .. MCKI NEY J OA o OAK O K JF p O ALNU J N O z M LB RRY< N N a M LBE RY o >_ p S CAMORE X z CAMO E a - LOCATION MAP A& EXHIBIT 2 NORTH SITE MAP sAlegal \our documents \ordinances \13\murphy contract of sale ord.doc EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A ", BY AND BETWEEN THE CITY OF DENTON (THE "CITY "), AND TIMOTHY J. MURPHY, TRUSTEE OF THE BAKER REVOCABLE TRUST (THE "SELLER "), CONTEMPLATING THE SALE BY SELLER AND PURCHASE BY CITY OF A 1.475 ACRE TRACT OF LAND, MORE OR LESS, FOR THE PURCHASE PRICE OF EIGHTY FIVE THOUSAND AND NO /100 DOLLARS ($85,000.00), SAID REAL PROPERTY BEING GENERALLY LOCATED IN THE 1400 BLOCK OF NORTH RUDDELL STREET, AND LOCATED IN THE WILLIAM CRENSHAW SURVEY, ABSTRACT NUMBER 318, DENTON COUNTY, TEXAS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER ANY AND ALL OTHER DOCUMENTS NECESSARY TO ACCOMPLISH CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Contract of Sale, by and between the City of Denton, as buyer and Timothy J. Murphy, Trustee of the Balser Revocable Trust, as seller, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $85,000.00, plus certain costs as prescribed in the Contract of Sale; and (ii) any and all other documents necessary for closing the transaction contemplated by the Contract of Sale, as more particularly described therein. SECTION 2. The City Manager is hereby authorized to make expenditures as set forth in the Contract of Sale. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY e �,1 BY:'�. Exhibit "A" to Ordinance STATE OF TEXAS § COUNTY OF DENTON CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this 1 day of 2013, effective as of the date of execution hereof by Buyer, as defined herein (the "Effective Date "), by and between Timothy J- Murphy, Trustee of the Balser Revocable Trust (referred to herein as "Seller ") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer "). RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A ", attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land "); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of Eighty Five Thousand and No /100 Dollars ($85,000.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 Dollars ($1,000.00), as Earnest Money (herein so called) with Capital Title of Texas, LLC, 620 South Hickory, Denton, Texas 76201 (the "Title Company "), as escrow agent, within fourteen (14) calendar days after the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non - refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind and other matters provided in items 1 -4, 6, 7a, 8, 10 and 11 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05, below. The description of the Property as set forth in the Survey, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. Notwithstanding the Survey of the Property, the Purchase Price for the Property, as prescribed by Section 2.01, above, shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted in Exhibit "A ", attached hereto. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, as may be extended by Buyer, in its sole discretion, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, underwritten by Title Resources Guaranty Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession ", unless otherwise agreed by Buyer; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending forty five (45) calendar days thereafter (the "Absolute Review Period "), based on such appraisals, tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller, if requested by Seller, copies of (i) any and all non- confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (g) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or �F14 taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (h) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property, including without limitation, all personal property of any such tenants or parties, on or before the date of Closing. (i) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases "). (a) a true, correct and complete copy of the trust agreement of the Baker Revocable Trust identifying the "true owner" of the Property; and (b) identify in writing the "true owner" of the Property to Buyer, all in accordance with Section 2252.092 of the Texas Government Code. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing, or claims related thereto, concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. �j� (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (e) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. (d) On or before Closing, Seller shall remove (i) any waste material or debris that are located upon, or may accumulate or otherwise be placed on the Property (the "Waste Material "), from the Property and dispose of same in accordance with all applicable statutes, regulations, rules, orders and ordinances; and (ii) all personal property from the Property. 5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that it has made, or will make prior to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND /OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness or usefulness of any material furnished by Seller, if any, and /or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim or action against Seller. THE CONVEYANCE OF THE PROPERTY SHALL BE ON A "WHERE IS ", "AS IS ", AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXPRESSED, STATUTORY OR IMPLIED, AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, THE QUALITY, QUANTITY AND VALUE OF THE PROPERTY, 7M OR FITNESS FOR PURPOSE OR MERCHANTABILITY. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller and Buyer contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall be eighty (80) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, in the form as attached hereto as Exhibit `B ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: -T�l (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying all other fees, costs and expenses related to Closing. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies for the default, may, at Buyer's sole option, do any of the following: I� (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered and received, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYER: Timothy J. Murphy, Trustee of the Baker Revocable Trust 53 Devonshire Drive Bedford, Texas 76021 Copies to: For Seller: Telecopy: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For Bum Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately l� t returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage to the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Jim Coulter, General Manager /Water Administration, of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Contract by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then l� the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Executed by Seller on the Executed by Buyer on the SELLER: The Baker By: Name: Timothy J. M Title: Trustee 1Z t` day of BUYER: .ia.(y 2013. By: GEORGE C. CAMPBELL, CITY MANAGER day of ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: , . W 2013. RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Capital Title of Texas 620 West Hickory Denton, Texas 76201 C Printed Name: Title: Contract receipt date: , 2013 EXHIBIT "A" to Contract of Sale Legal Description EXHIBIT A TRACT ONE: All that certain lot, tract or parcel of land out of the William Crenshaw Survey, and being part of a ten acre tract conveyed by R. S. Ross to W. H. and Josephine Spinks, and more particularly described as follows: BEGINNING at a point in the South boundary line of said ten acre tract, and in the North boundary line of a public road at the Southwest corner of a one acre tract conveyed by Spinks to M. J. Wright by deed dated December 13, 1904, and recorded in Volume 91, Page 308 of the Denton County Deed Records; THENCE North with the West boundary line of said Wright tract 105.8 varas to his Northwest corner; THENCE West 75 varas to a stake for corner; THENCE South 105.8 varas to the North boundary line of said public road; THENCE Easterly with the North boundary line of said public road 75 varas, more or less, to the place of beginning, and being the same identical tract of land conveyed by J. S. Johnson and wife, Myrtle Johnson, to Monk Garrett by deed dated March 4, 1907, and shown of record in Volume 104, Page 389 of the Denton County Deed Records, and being also described and identified on the Denton County Tax Records as Blocks Twenty (20) and Twenty -one (21) out of the William Crenshaw Survey, Abstract No. 318, and being Block Twenty (20) 75 x 50 feet and Block Twenty -one (21) 88 x 317 %2 feet. TRACT TWO: All that certain lot, tract or parcel of land lying and situated in the City and County of Denton, Texas, a part of the William Crenshaw Survey, Abstract 318, being part of a ten acre tract out of said survey conveyed by J. R. McCormick, Administrator of the Estate of R. S. Ross, deceased, to Josephine and W. H. Spinks, by deed dated January 22, 1892, recorded in Volume 92, Page 551, Deed Records of Denton County, Texas, and more particularly described as follows: BEGINNING at a point 94.4 feet from the Southwest corner of a lot deeded by C. C. Yancey to F. D. Moore on December 4, 1907, being the Northwest corner of said Moore lot; THENCE North 50 feet to a point for corner; THENCE East 110 feet for corner; THENCE South 50 feet for corner; THENCE West 110 feet to the Place of Beginning. TRACT THREE: All that certain lot, tract, and parcel of land lying and being situated in the City and County of Denton, State of Texas, being out of the William Crenshaw 130.7 acre survey, Abstract No 318, and being more particularly described as follows: BEGINNING 100 feet North of the Northwest corner of a lot sold to F. D. Moore by C. C. Yancy and wife on December 4, 1910, as recorded in Volume 111, Page 10, of the Deed Records of Denton County, Texas; THENCE North 200 feet for corner; THENCE East 110 feet for corner; THENCE South 200 feet for corner; THENCE West 110 feet to the Place of Beginning. TRACT FOUR: All that certain lot, tract or parcel of land situated in the City and County of Denton, State of Texas, being part of the William Crenshaw Survey, Abst. No 318, and being part of a certain tract of land conveyed by J. J. McCook and wife, to V. W. Shepard by deed dated May 24, 1910, recorded in Volume 119, Page 222, Deed Records of Denton County, Texas; BEGINNING at a point in the East line of Ruddell Street 50 feet north of the Southwest corner of said Shepard tract, at the Northwest corner of a 50 x 100 feet tract conveyed by V.W. Shepard to John Lee; THENCE East 110 feet to the Northeast corner of said Lee lot, THENCE North 50 feet; THENCE West 110 feet to the East line of Ruddell Street; THENCE South 50 feet to the Place of Beginning, and being the same land described as the First Tract in a deed from Marcia Jane Hart, a feme sole to Zella May Lasater, recorded in Volume 547, Page 178 of the Deed Records of Denton County, Texas. EXHIBIT "B" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS That Timothy J. Murphy, Trustee of the Baker Revocable Trust (herein called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A ", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property "). Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. Grantee represents and warrants to Grantor that it has made an independent inspection and evaluation of the Property and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Grantor herein and in that certain Contract of Sale, dated , 2013, by and between Grantor and Grantee, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND /OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any third party. Grantor assumes no liability for the accuracy, completeness or usefulness of any material furnished by Grantor, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Grantee, and shall not give rise to any cause, claim or action against Grantor. THE CONVEYANCE OF THE PROPERTY IS ON A "WHERE IS ", "AS IS ", AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXPRESSED, STATUTORY OR IMPLIED, AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, THE QUALITY, QUANTITY AND VALUE OF THE PROPERTY, OR FITNESS FOR PURPOSE OR MERCHANTABILITY. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of 52013. SELLER: The Baker Revocable Trust By: Name: Timothy J. Murphy Title: Trustee ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2013 by Timothy J. Murphy, as Trustee of the Baker Revocable Trust. Notary Public, State of Texas My commission expires: Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, TX 76209 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 Exhibit "A" To Special Warranty Deed Legal Description EXHIBIT A TRACT ONE: All that certain lot, tract or parcel of land out of the William Crenshaw Survey, and being part of a ten acre tract conveyed by R. S. Ross to W. H. and Josephine Spinks, and more particularly described as follows: BEGINNING at a point in the South boundary line of said ten acre tract, and in the North boundary line of a public road at the Southwest corner of a one acre tract conveyed by Spinks to M. J. Wright by deed dated December 13, 1904, and recorded in Volume 91, Page 308 of the Denton County Deed Records; THENCE North with the West boundary line of said Wright tract 105.8 varas to his Northwest corner; THENCE West 75 varas to a stake for corner; THENCE South 105.8 varas to the North boundary line of said public road; THENCE Easterly with the North boundary line of said public road 75 varas, more or less, to the place of beginning, and being the same identical tract of land conveyed by J. S. Johnson and wife, Myrtle Johnson, to Monk Garrett by deed dated March 4, 1907, and shown of record in Volume 104, Page 389 of the Denton County Deed Records, and being also described and identified on the Denton County Tax Records as Blocks Twenty (20) and Twenty -one (21) out of the William Crenshaw Survey, Abstract No. 318, and being Block Twenty (20) 75 x 50 feet and Block Twenty -one (21) 88 x 317 %2 feet. TRACT TWO: All that certain lot, tract or parcel of land lying and situated in the City and County of Denton, Texas, a part of the William Crenshaw Survey, Abstract 318, being part of a ten acre tract out of said survey conveyed by J. R. McCormick, Administrator of the Estate of R. S. Ross, deceased, to Josephine and W. H. Spinks, by deed dated January 22, 1892, recorded in Volume 92, Page 551, Deed Records of Denton County, Texas, and more particularly described as follows: BEGINNING at a point 94.4 feet from the Southwest corner of a lot deeded by C. C. Yancey to F. D. Moore on December 4, 1907, being the Northwest corner of said Moore lot; THENCE North 50 feet to a point for corner; THENCE East 110 feet for corner; THENCE South 50 feet for corner; THENCE West 110 feet to the Place of Beginning. TRACT THREE: All that certain lot, tract, and parcel of land lying and being situated in the City and County of Denton, State of Texas, being out of the William Crenshaw 130.7 acre survey, Abstract No 318, and being more particularly described as follows: BEGINNING 100 feet North of the Northwest corner of a lot sold to F. D. Moore by C. C. Yancy and wife on December 4, 1910, as recorded in Volume 111, Page 10, of the Deed Records of Denton County, Texas; THENCE North 200 feet for corner; THENCE East 110 feet for corner; THENCE South 200 feet for corner; THENCE West 110 feet to the Place of Beginning. TRACT FOUR: All that certain lot, tract or parcel of land situated in the City and County of Denton, State of Texas, being part of the William Crenshaw Survey, Abst. No 318, and being part of a certain tract of land conveyed by J. J. McCook and wife, to V. W. Shepard by deed dated May 24, 1910, recorded in Volume 119, Page 222, Deed Records of Denton County, Texas; BEGINNING at a point in the East line of Ruddell Street 50 feet north of the Southwest corner of said Shepard tract, at the Northwest corner of a 50 x 100 feet tract conveyed by V.W. Shepard to John Lee; THENCE East 110 feet to the Northeast corner of said Lee lot, THENCE North 50 feet; THENCE West 110 feet to the East line of Ruddell Street; THENCE South 50 feet to the Place of Beginning, and being the same land described as the First Tract in a deed from Marcia Jane Hart, a feme sole to Zella May Lasater, recorded in Volume 547, Page 178 of the Deed Records of Denton County, Texas. AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Human Resources ACM: Bryan Langley , _A SUBJECT Consider the re- appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission. BACKGROUND Darhyl Ramsey's third term expires in August of 2013; however, Chapter 143 of the Texas Local Government Code allows for reappointment by the City Manager to a fourth or subsequent consecutive term if confirmed by a two - thirds majority of all the members of the municipality's governing body. Specifically, the section 006 (c -1) reads: "Notwithstanding Subsection (c)(5), the municipality's chief executive may reappoint a commission member to consecutive terms. A commission member may not be reappointed to more than a third consecutive term unless the member's reappointment to a fourth or subsequent consecutive term is confirmed by a two - thirds majority of all the members of the municipality's governing body." Subsection (c) defines the eligibility requirements for a Commissioner, with subsection (5) stating they "must not have held a public office within the preceding three years." However, subsection (c -2) states the following: "Subsection (c)(5) does not prohibit the municipality's chief executive from appointing a former commission member to the commission if the only public office held by the former member within the preceding three years is members on (1) the commission; or (2) the commission and the municipality's civil service board for employees other than police officers and firefighters through a joint appointment to the commission and board." Darhyl Ramsey has only served on the Civil Service Commission for the City of Denton in the preceding three years. Therefore, he is eligible to be reappointed by the City Manager. Agenda Information Sheet August 6, 2013 Page 2 RECOMMENDATION The City Manager has elected to re- appoint Darhyl Ramsey to the Civil Service Commission. Ramsey has been a dedicated and engaged member of the Commission and has served as the Chair since 2006. FISCAL INFORMATION This item has no fiscal impact. Respectfully su litted: / Carla Haggmark- Romine J Director of Human Resources Darhyl S. Ramsey Dr. Darhyl Ramsey is a professor of music education at the University of North Texas. He holds degrees in music education from Carson - Newman College (BM) and the University of Iowa (MA, Ph.D.). He is in his 27th year at the University of North Texas. Prior to coming to Denton, he taught at UT -San Antonio and the Pennsylvania State University. He was a band director in the public schools in Virginia. He is an elder at St. Andrew Presbyterian church where he is a member of several committees. Dr. Ramsey is a member of the Rotary Club of Denton -South and serves the District Secretary. He is a past president and is beginning his third term as the Community Services Chair where he is involved in distributing funds for community -based charitable organizations and international projects. He is a 2006 graduate of Leadership Denton and is a member of the Steering Committee of Leadership Denton for 2007 -2013. He serves as the chair for the Interfaith Ministries board and is a member of the Serve Denton board. Work Contact Information College of Music Box 311367 University of North Texas Denton, TX 76203 (940) 565 -3749 (940) 565 -2002 (Fax) arhyl. amore @unt.edu Home Contact Information 2500 Potomac Pkwy. Denton, TX 76210 (940) 566 -3170 (940 380 -1899 (fax) (940) 206 -6283 (cell) d.ramsey2 @verizon.net AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Finance ACM: Bryan Langley i -A SUBJECT Consider approval of a Resolution appointing members to the Board of Directors of the Denton Health Facilities Development Corporation; and providing for an effective date. BACKGROUND In 1983, the Health Facilities Development Act was amended by the Texas Legislature to provide a provision for funding the type of projects previously financed through authorities created under the Housing Finance Corporations Act. Among other provisions, the Health Facilities Development Act allows tax exempt financing (bonds) to be used in order to promote residency options for tenants at retirement or nursing facilities. To provide this financing vehicle for health care providers in Denton, the City created the Health Facilities Development Corporation in 1984. The purpose of the Corporation is to 1) provide a vehicle for health care facilities to obtain tax exempt financing, and 2) serve as an additional economic development tool. Since this non - profit corporation was created, only a handful of projects have met the required guidelines. The City of Denton has no liability for the payment of the bonds issued through the Corporation, nor are the City's assets pledged for repayment of the bonds. When an entity requests consideration, the Board of Directors of the Corporation, which historically has included the City Manager, Assistant City Manager, and Economic Development Director, work with the City's Bond Counsel to verify the eligibility of the requests. Once eligibility is verified, the City's Bond Counsel prepares the required resolution for the Corporation Board to forward to City Council for approval. The Secretary of State requires corporations to provide updated board of director information every six years, and accordingly, staff has prepared the attached resolution to update the members of the board. The attached Resolution appoints Bryan Langley, Assistant City Manager, John Cabrales, Assistant City Manager, and Aimee Bissett, Director of Economic Development to the Corporation board. To continue using this economic development tool, staff recommends appointment of the individuals above to the Corporation board. Agenda Information Sheet August 6, 2013 Page 2 FISCAL INFORMATION There are no costs to the City associated with this item. Any bonds issued and outstanding through the Corporation do not constitute debt or general obligations of the City of Denton. Respectfully Submitted: Bryan Langley Assistant City Manager sAlegal \our documents\resolutions\13 \denton health facilities dev corp.docx A RESOLUTION APPOINTING MEMBERS TO THE BOARD OF DIRECTORS OF THE DENTON HEALTH FACILITIES DEVELOPMENT CORPORATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, by Resolution No. 2007 -006, George Campbell, Jon Fortune and Linda Ratliff were appointed to the Board of Directors of the Denton Health Facilities Development Corporation; and WHEREAS, George Campbell, Jon Fortune and Linda Ratliff are no longer members of the Board of Directors of the Denton Health Facilities Development Corporation; and WHEREAS, the City Council deems it the public interest to appoint the Assistant City Manager, Bryan Langley, Assistant City Manager, John Cabrales, and Director of Economic Development, Aimee Bissett to the Board of Directors of the Denton Health Facilities Development Corporation; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The following persons are hereby appointed to the Board of Directors of the Denton Health Facilities Development Corporation: NAME ADDRESS Bryan Langley, Assistant City Manager 215 East McKinney Denton, Texas 76201 John Cabrales, Assistant City Manager 215 East McKinney Denton, Texas 76201 Aimee Bissett, Director of Economic Development 215 East McKinney Denton, Texas 76201 Each Director shall serve a term of office of six years. The term of the foregoing members shall expire on August 20, 2019. SECTION 2. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR s: \legal \our documents\resolutions \13 \denton health facilities dev corp.docx ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 hi'dM6 aa� l Vu:druffl AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Transportation Operations ACM: Jon Fortune SUBJECT Consider the approval of a resolution approving the naming of the Downtown Denton Transit Center after Dr. Euline Brock, and declaring an effective date. BACKGROUND Denton City Council received a report as part of the July 9, 2013 Council Work Session indicating that the Federal Transit Administration (FTA) grant for the Downtown Denton Transit Center (DDTC) was formerly closed on June 3, 2013. City of Denton staff and Denton County Transportation Authority (DCTA) staff are currently working on developing an official list of all assets acquired through the FTA grant along with any remaining warranties. This list will be required for the formal conveyance of the City of Denton property to DCTA. As reported on July 9, 2013, staff is hopeful the FTA will approve all conveyance documents prior to the September 30, 2013, termination date of the current right of entry provided to DCTA to occupy the facility. As part of the July 9, 2013, Transit Center briefing, staff was directed to coordinate with DCTA and the appropriate City of Denton departments to bring forward a resolution for City Council consideration to rename the DDTC as the Euline Brock Downtown Denton Transit Center. DCTA officials have indicated this name change would be favorable as there would be little to no impact to marketing and branding currently in place for DCTA transportation services. Resolution 2012 -007, the City of Denton Naming Policy for City Buildings, Facilities or Land has been attached as Exhibit 1 for reference. A City of Denton Name Application Form, Exhibit 2, was submitted by Mayor Pro Tem Pete Kamp on July 15, 2013, officially requesting consideration of the proposed name change. Exhibit A to this form outlines the many contributions Dr. Euline Brock made to the community and region stating that naming the Downtown Denton Transit Center would honor Ms. Brock for her dedication to Denton and for her role in championing the Denton County Transportation Authority. ESTIMATED SCHEDULE OF PROJECT If the proposed resolution is approved, the name change would be implemented immediately and official signage would be placed prior to conveying the facility to DCTA. Agenda Information Sheet August 6, 2013 Page 2 PRIOR ACTION/REVIEW City Council received a report at the July 9, 2013 Council Meeting on the proposed conveyance of the DDTC to DCTA. Council gave staff direction to place an item on a future agenda to consider naming the DDTC after former Mayor Euline Brock. FISCAL INFORMATION The City of Denton will be responsible for costs associated with signage and /or plaques. EXHIBITS 1. Resolution R2012 -007, Naming Policy for City Buildings, Facilities or Land 2. City of Denton Naming Policy Application 3. Proposed Resolution Respectfully Submitted: Marl. Nelson Transportation Director sAlegal \our documents\resolutions \12\naming policy guidelines for city buildings, facilities, land or any portion thereof doc EXHIBIT 1 RESOLUTION NO. 82012 -007 A RESOLUTION ESTABLISHING NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND OR ANY PORTION THEREOF; REPEALING RESOLUTION NO. R2007 -035; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to amend the policy guidelines for naming City buildings, facilities, land, or any portion thereof; and WHEREAS, the City Council deems it in the public interest to adopt the revised policy; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The revised City of Denton Naming Policy Guidelines for City Buildings, Facilities, Land or any Portion Thereof, which is attached hereto and made a part hereof for all purposes, is hereby approved and adopted. SECTION 2. All policies inconsistent herewith are hereby repealed, including without limitation, Resolution R2007 -035. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: A'\ 1 j rk/\' A01 A APPROVED M TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: a day of �� 2012. CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF I. GENERAL These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in Council initiated naming. The Council may choose to waive any part of this guideline by three fourth's vote of the entire City Council. These policy guidelines do not address the naming of streets, fire or police stations, or naming based on advertising. II. DEFINITIONS City Buildings. City owned facilities which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic /community centers, conference /convention centers, public libraries, and public utility buildings /structures. City Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and /or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts and basketball courts. City Land. Real estate owned and/or managed by the City, including park property or other open space areas. Funded Project. Any project that the City has fully funded prior to the start of construction. Non - Funded Project. Any project that the City wishes to construct, but for which it lacks designated funding. III. NAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF AFTER AN INDIVIDUAL It is intended that all the criteria in this section be satisfied when considering naming a City facility, building, land, or any portion thereof after an individual. A. Naming After an Individual 1. The individual must be deceased at least five (5) years; and 2. The individual must have been a resident of the City of Denton; and 3. The individual must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor; and 4. The individual should have made exceptional contributions to the City of Denton, the State of Texas, or the United States of America; and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the life of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Naming After a Foundation, Business, or Organization 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation, business, or organization, the foundation, business, or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation, business, or organization that makes a unique and extraordinary contribution to the development and or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case -by -case basis. IV. NAMING A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF THROUGH FUND RAISING OR BY PURCHASING NAMING RIGHTS 1. Any individual for which a City building, facility, land, or any portion thereof may be named, must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor. Any foundation, business, or organization must be compliant with all applicable laws, rules and regulations. 2. A City building, facility, land, or any portion thereof may be named as part of a public fundraising campaign, donation, or by purchasing naming rights. The City Council may approve other non - monetary donations for naming rights. 3. Naming rights for a funded project can be accepted at any point during construction. 4. A funding agreement for the naming rights of a non - funded project must be in place prior to start of construction. 5. The required donation to acquire the naming rights of a City building, facility, land, or any portion thereof shall be substantial as determined by the City Council on a case -by -case basis. 6. All funds contributed to naming a City building, facility, land, or any portion thereof will be nonrefundable. 7. In the event a donor fails to meet the total required commitment, the City Council may reconsider the naming of the City building, facility, land, or any portion thereof. 8. It should not be assumed that a financial contribution guarantees that a City building, facility, land, or any portion thereof will be named after an individual or a business, foundation, or organization. V. PLAQUES, MARKERS AND MEMORIALS A. Plaques, markers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof, must be reviewed and approved by the City as to design and maintenance requirements. B. Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. VI. RENAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF A. In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof are named, renaming shall typically not occur. B. If it is determined that circumstances have changed such that the criteria set forth in III.A.3 or IV.1 is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. Further, a City building, facility, land, or any portion thereof named after a foundation, business, or organization, which dissolves, is convicted of criminal acts, or for other good and valid reasons, may be renamed. 3 VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof, by submitting a nomination to the City Manager on the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof. B. The City Manager, upon the receipt of the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof shall refer such naming request to the City Council. C. The City Council may appoint a seven - member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two additional members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. 4 EXHIBIT 2 CITY OF DENTON NAME APPLICATION FORM FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY OTHER PORTION THEREOF Please type or print clearly in ink and return to the City Manager's Office: I . Date of Submittal: January 15, 2013 2. Individual or Organization Submitting Nomination: Mayor Pro Tem Pete Kamp 3. Signature of Nominator or Organization Representative: Point of Contact: Mark Nelson Address: 215 E McKinney City, State, Zip: Denton, Tx 76201 Telephone: 940-349-7702 Email:Mark.Nelson@cityofdenton.com 4. Nominee (Check One): Individual ❑ Organization ❑ 5. Recommended Name of City Building, Facility, Land, or Any Portion Thereof. Euline Brock Downtown Denton Transit Center 9. Location of City Building, Facility, Land, or Any Portion Thereof: 604 East Hickory, Denton, Tx Downtown Denton Transit Center 10. Explanation of why this name should be considered. Please include the individual's biographical information and vitae or resume. Use additional sheets, if necessary: Mayor Euline Brock was Mayor of Denton for six years and was instrumental in the establishment of DCTA. See attached Exhibit A. s: \legal \our documents\resolutions \13\naming downtown transit center resolution.doc EXHIBIT 3 RESOLUTION NO. A RESOLUTION APPROVING THE NAMING OF THE DOWNTOWN DENTON TRANSIT CENTER AFTER DR. EULINE BROCK; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Dr. Euline Brock has a long and distinguished history of community service in the City of Denton; and WHEREAS, Dr. Brock served on the Denton City Council from 1992 -1998, acting as Mayor Pro Tem from 1994 -1998, and further serving as Mayor of the City from 2000 to 2006 where she distinguished herself as a statesperson with the ability to build consensus as demonstrated by a host of completed projects too numerous to list, but including the building of a new central fire station, the addition of a third library — the North Branch Library, the renovation of the Emily Fowler Library, the construction of a new fresh water treatment plant, the opening of an air traffic control tower, the opening of Water Works Park, and the leveraging of $9 million in local funds into over $94 million worth of new road construction projects; and WHEREAS, Mayor Brock was key in the formation of Denton Tomorrow and Denton Tomorrow II, community symposiums which strategized actions to achieve sustained economic vitality in Denton, and which were precursors to the successful Economic Development Partnership Board; further, she championed Denton's downtown for many years, and through her efforts the downtown square enjoyed substantial improvements, making Denton's downtown safer, more walkable, and more inviting, thereby increasing pedestrian traffic, and spurring residential and commercial development around burgeoning retail and entertainment venues; and WHEREAS, during her more than 20 years of dedicated service to the Citizens of Denton, Texas, Dr. Brock guided the City to become major force in the Denton - Dallas -Fort Worth Metroplex and the State of Texas through her involvement in regional and state -wide policy - making efforts; and WHEREAS, Dr. Brock's crowning contribution to the City of Denton was her vision of a county -wide transportation system; and WHEREAS, in the furtherance of this vision, in the early 1990s, Dr. Brock was instrumental in the City of Denton Parks and Recreation Department's effort to preserve the Missouri-Kansas- Texas rail corridor for future transportation purposes and redevelopment for recreational purposes through the Rails -to- Trails program and Texas Parks and Wildlife; and WHEREAS, Dr. Brock served as President of Metroplex Mayors, where she promoted development of a regional transit system and organized the first -ever joint meeting of the Metroplex Mayors and Tarrant County Mayors Council, organized the Regional Transit Initiative, and provided leadership for a regional transit system through her appointments to the Executive Board of the North Central Texas Council of Governments and the Executive Board of the North Texas Commission; and WHEREAS, Dr. Brock enthusiastically championed the creation of a Denton county -wide transportation authority and served as Denton's first representative on the Interim Executive Committee of the Denton County Transportation Authority (DCTA), where she was a driving force in obtaining legislation creating the DCTA in 2002; and WHEREAS, Mayor Brock was a driving force in generating the support of Denton voters for the creation of DCTA, which vote passed by an affirmative vote of eighty percent (80 %); and further lead the Denton City Council's approval of an ordinance calling for an election to consider the imposition of a 1/2 cent sales tax to finance the DCTA enterprise, which election passed by sixty percent (58 %); and WHEREAS, DCTA recognized Mayor Brock's regional leadership in the creation of a regional transportation authority by awarding her the first ever Good Spike award upon her retirement as Denton Mayor in 2006; and WHEREAS, through her work with U.S. Congressman Burgess, Denton received a $3.1 million Congressional Priority Funding Apportionment grant for the design and construction of the Downtown Denton Multimodal Transit Facility to serve the LINK System and City of Denton ridership; and WHEREAS, the City of Denton wishes to honor this dedicated elected official whose passion has changed the City in a very visible and positive way; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton, in accordance with Resolution No. R2012 -007, does hereby name the Downtown Denton Transit Center the "Euline Brock Downtown Denton Transit Center" in honor of Dr. Brock's many years of superlative service to her community and especially for her unwavering support for DCTA and its mission of regional transportation and connectivity among all cities in the greater metroplex. SECTION 2. Any costs associated with plaques, markers, or memorials shall be borne by the City of Denton. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR Page 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: j Ye N,x Page 3 hi,dM6 aa� l Vu:druffl AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Finance ACM: Bryan Langley i -A SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 17, 2013, City Council public meeting agenda to adopt a 2013 Tax Rate that will exceed the lower of the rollback rate or the effective tax rate; calling two public hearings on a tax increase to be held on August 20, 2013, and September 10, 2013 and calling a budget public hearing on the Fiscal Year 2013 -2014 Annual Program of Services of the City of Denton to be held on August 20, 2013; requiring publication of notices of the public hearings in accordance with the law; requiring publication of a notice of tax revenue increase in accordance with the law; requiring the posting of the notices of the public hearings on the City's Internet website; requiring the posting of the notices on the City's public access channel; and providing an effective date. BACKGROUND The Texas Constitution and Texas Property Tax Code require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth -in- taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow taxpayers in certain circumstances, to roll back or limit a tax increase. The truth -in- taxation guidelines require taxing entities to calculate and publish their effective and rollback tax rates. The effective rate is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate excludes taxes on properties no longer in the taxing unit and also excludes any growth due to new property values. The City of Denton's 2013 effective rate is $0.68872/$100 valuation. The rollback rate divides the total property tax revenue into support for maintenance and operations (M &O) taxes and debt service taxes. It provides approximately an eight percent increase in revenue from the previous year for maintenance and operations expenses, plus the necessary debt service tax rate. If a taxing unit adopts a tax rate higher than the rollback rate, the voters have the option to petition for an election to limit the size of the tax increase. The City of Denton's 2013 rollback rate is $0.73528/$100 valuation. In compliance with state law, the effective and rollback rate calculation will be published in the Tuesday, August 6th issue of the Denton Record Chronicle. Agenda Information Sheet August 6, 2013 Page 2 The City Manager's FY 2013 -14 Proposed Budget recommended a tax rate of $0.68975 per $100 of valuation, and this rate is $0.00099 above the effective rate. If the City Council considers adopting a tax rate that is higher than the recommended effective rate, state law requires the governing body to vote to place a proposal to adopt the rate on an agenda. In addition, state law requires that two public hearings be held on the proposed tax increase with the meeting to adopt the tax rate occurring three to 14 days after the second public hearing. Publication of quarter -page notices ( "Notice of Public Hearing on Tax Increase ") informing the public of the hearings and the publication of a quarter -page notice ( "Notice of Tax Revenue Increase ") prior to the adoption of the tax rate are also required. The "Notice of Tax Revenue Increase" states the percentage by which the proposed tax rate exceeds the lower of the rollback or effective tax rate, the dates of the two public hearings, and the date, time and location, including mailing address, where the governing body is scheduled to vote on the tax rate and the revenue comparisons. Besides publication in the Denton Record Chronicle, this notice would appear on the City of Denton's website, au��,i / /�y7yw �.;u:Yet�t���etuu cut and air on the public access channel. In addition to the state requirements for the truth in taxation legislation, the City Charter and Chapter 102 of the Texas Local Government Code require the City Council to set a public hearing on the FY 2013 -14 Annual Program of Services. In compliance with the Charter and Chapter 102, we are also required to publish a notice of the public hearing in the Denton Record Chronicle not earlier than the 30th day or later than the lOt' day before the date of the public hearing. The attached "Notice of Public Hearing on Budget" would need to be published in the Denton Record Chronicle. It would also need to be posted on the City of Denton's website, and air on the public access channel. The attached Notice of Public Hearing on the Tax Increase and Notice of Tax Revenue Increase have been included on the Council Agenda in the event that Council directs staff to propose a tax rate greater than the effective rate. Notices will be published in the Denton Record Chronicle on August 9th, August 21st and September 10th. If the Council decides to propose a tax rate at or less than the effective rate, this item will not be necessary. ESTIMATED SCHEDULE August 6, 2013 Vote to Place Proposal on Future Agenda if the City Council Adopts a Tax Rate that Exceeds the Effective or Rollback Tax Rate August 20, 2013 Hold Public Hearing on the Budget August 20, 2013 Hold First Public Hearing on Tax Rate (If Necessary) September 10, 2013 Hold Second Public Hearing on Tax Rate (If Necessary) September 17, 2013 Adopt Tax Rate Agenda Information Sheet August 6, 2013 Page 3 PRIOR ACTION/REVIEW On Thursday, August 1, 2013, the City Council was provided information regarding the proposed FY 2013 -14 Proposed Budget, including the proposed tax rate. RECOMMENDATION Staff recommends approval of the resolution. FISCAL INFORMATION The proposed tax rate is included in the FY 2013 -14 Proposed Budget. EXHIBITS 1. 2013 Effective and Rollback Tax Rates 2. Resolution and Required Notices Respectfullv Submitted: Chuck Springer Director of Finance EXHIBIT 1 2013 Property Tax Rates in CITY OF DENTON This notice concerns 2013 property tax rates for CITY OF DENTON. It presents information about three tax rates. Last year's tax rate is the actual rate the taxing unit used to determine property taxes last year. This year's effective tax rate would impose the same total taxes as last year if you compare properties taxed in both years. This year's rollback tax rate is the highest tax rate the taxing unit can set before taxpayers can start tax rollback procedures. In each case these rates are found by dividing the total amount of taxes by the tax base (the total value of taxable property) with adjustments as required by state law. The rates are given per $100 of property value. Last year's tax rate: Last year's operating taxes $31,967,429 Last year's debt taxes $14,858,799 Last year's total taxes $46,826,228 Last year's tax base $6,788,869,618 Last year's total tax rate 0.689750/$100 This year's effective tax rate: Last year's adjusted taxes (after subtracting taxes on lost property) $46,776,312 This year's adjusted tax base (after subtracting value of new property) $6,791,769,611 =This year's effective tax rate 0.688720/$100 This year's rollback tax rate: Last year's adjusted operating taxes (after subtracting taxes on lost property and adjusting for any transferred function, tax increment financing, state criminal justice mandate and /or enhanced indigent health care expenditures) $40,563,658 This year's adjusted tax base $6,791,769,611 =This year's effective operating rate 0.597247/$100 x 1.08 = this year's maximum operating rate 0.645026/$100 +This year's debt rate 0.214951/$100 =This year's rollback rate 0.859977/$100 A hospital district or city that collects the additional sales tax to reduce property taxes, including one that collects the tax for the first time this year, must insert the following lines: -Sales tax adjustment rate = Rollback tax rate 0.124700/$100 0.73 5277/$100 Statement of Increase /Decrease If CITY OF DENTON adopts a 2013 tax rate equal to the effective tax rate of 0.688720 per $100 of value, taxes Nvould increase compared to 2012 taxes by $ 774,621. Schedule A: Unencumbered Fund Balances: The following estimated balances Nvill be left in the unit's property tax accounts at the end of the fiscal year. These balances are not encumbered by corresponding debt obligation. Type of Property Tax Fund Balance General Fund 25,200,242 General Debt Service Fund 4,643,942 Schedule B: 2013 Debt Service: EXHIBIT 1 The unit plans to pay the following amounts for long -term debts that are secured by taxes. These amounts will be paid from property tax revenues (or additional sales tax revenues, if applicable). Description of Debt Principal or Interest to be Other Amounts Total Payment Contract Paid from to be Paid Payment to be Property Taxes Paid from Property Taxes SERIES 2013 G.O. REFUNDING & 270,000 363,738 0 633,738 IMPROVEMENT SERIES 2013 C.O. 2,920,000 2,729,775 0 5,649,775 SERIES 2012 G.O. REFUNDING & 575,000 1,380,062 0 1,955,062 IMPROVEMENT SERIES 2012 C.O. 2,890,000 1,658,119 0 4,548,119 SERIES 2011 G.O. REFUNDING & 570,000 192,075 0 762,075 IMPROVEMENT SERIES 2011 C.O. 2,285,000 1,022,587 0 3,307,587 SERIES 2010A G.O. REFUNDING 3,830,000 1,346,900 0 5,176,900 SERIES 2010 G.O. 150,000 147,214 0 297,214 SERIES 2010 C.O. 3,250,000 2,209,244 0 5,459,244 SERIES 2010 COMB. TAX & REV. REF. 3,325,000 2,146,012 0 5,471,012 BONDS SERIES 2009 G.O. REFUNDING 475,000 33,425 0 508,425 SERIES 2008 C.O. 705,000 204,494 0 909,494 SERIES 2008 G.O. 285,000 265,251 0 550,251 SERIES 2007 C.O.A 275,000 254,710 0 529,710 SERIES 2007A G.O. REFUNDING 2,310,000 1,093,875 0 3,403,875 SERIES 2007 G.O. 650,000 595,475 0 1,245,475 SERIES 2007 C.O. 515,000 245,992 0 760,992 SERIES 2006 G.O. 160,000 129,394 0 289,394 SERIES 2006 C.O. 405,000 234,309 0 639,309 SERIES 2005 C.O. 230,000 14,000 0 244,000 SERIES 2005 G.O. 235,000 16,594 0 251,594 SERIES 2004 G.O. REFUNDING 825,000 183,250 0 1,008,250 SERIES 2004 C.O. 640,000 14,000 0 654,000 FISCAL CHARGES 0 0 22,000 22,000 Total required for 2013 debt service $44,277,495 - Amount (if any) paid from funds listed in Schedule A $0 - Amount (if any) paid from other resources $29,311,927 - Excess collections last year $0 = Total to be paid from taxes in 2013 $14,965,568 + Amount added in anticipation that the unit will collect only 100.000000% of its taxes in 2013 $0 EXHIBIT 1 = Total Debt Levy $14,965,568 Schedule C - Expected Revenue from Additional Sales Tax (For hospital districts, cities and counties with additional sales tax to reduce property tales) In calculating its effective and rollback tax rates, the unit estimated that it Nvill receive $ 8,682,014 in additional sales and use tax revenues. For County: The county has excluded any amount that is or will be distributed for economic development grants from this amount of expected sales tax revenue. This notice contains a surmnary of actual effective and rollback tax rates' calculations. You can inspect a copy of the full calculations at 1505 E McKinney_ Street, Denton, TX 76209. Name of person preparing this notice: Michelle French Title: Denton Countv Tax Assessor /Collector Date prepared: Julv 2� 2013 sAlegal \our documents \resolutions \13\resolution budget tax rate public hearing.doc EXHIBIT 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS PLACING A PROPOSAL ON THE SEPTEMBER 17, 2013 CITY COUNCIL PUBLIC MEETING AGENDA TO ADOPT A 2013 TAX RATE THAT WILL EXCEED THE LOWER OF THE ROLLBACK RATE OR THE EFFECTIVE TAX RATE; CALLING TWO PUBLIC HEARINGS ON A TAX INCREASE TO BE HELD ON AUGUST 20, 2013 AND SEPTEMBER 10, 2013 AND CALLING A BUDGET PUBLIC HEARING ON THE FISCAL YEAR 2013 -2014 ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO BE HELD ON AUGUST 20, 2013; REQUIRING PUBLICATION OF NOTICES OF THE PUBLIC HEARINGS IN ACCORDANCE WITH THE LAW; REQUIRING PUBLICATION OF A NOTICE OF TAX REVENUE INCREASE IN ACCORDANCE WITH THE LAW; REQUIRING THE POSTING OF THE NOTICES OF THE PUBLIC HEARINGS ON THE CITY'S INTERNET WEBSITE; REQUIRING THE POSTING OF THE NOTICES ON THE CITY'S PUBLIC ACCESS CHANNEL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council desires to adopt the Fiscal Year 2013 -14 Annual Program of Services (Budget) for the City of Denton, Texas; and WHEREAS, in order to adopt the Budget, the City Council must first hold a public hearing on the Budget and provide notice of same in accordance with Article VIII "Budget" of the City Charter and other applicable law; and WHEREAS, the City Council desires to consider adopting a tax rate of $0.68975 per $100 valuation, which will exceed the lower of the rollback rate or effective tax rate, in accordance with the requirements of the Texas Tax Code Chapter 26 (Tax Code) and to schedule two public hearings on the proposed tax increase; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set forth in the preamble of this Resolution are incorporated by reference into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council desires to consider adopting a tax rate for the 2013 tax year of $0.68975 per $100 valuation that will exceed the lower of the rollback rate or the effective tax rate. SECTION 3. The City Council hereby approves the placement of an item on the September 17, 2013 City Council public meeting agenda to vote on a proposed tax rate of $0.68975 per $100 valuation that will exceed the lower of the rollback rate or the effective tax rate. The meeting to vote on a proposed tax rate will not be held until notice of the meeting to vote on a proposed tax rate has been published in the Denton Record Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Tax Revenue Increase, which is made a part of this Resolution for all purposes. The City Manager or his designee is directed to post the attached Notice of Tax Revenue Increase on the City's Internet website and shall request that the City's public access television channel carry a 60- second notice of the meeting to vote on a proposed tax rate at the times and for the periods and in accordance with the requirements of Chapter 26 of the Tax Code and other applicable law. sAlegal \our documents \resolutions \13\resolution budget tax rate public hearing.doc SECTION 4. The City Council hereby calls two public hearings on the proposed tax increase to be held in the City Council Chambers at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on August 20, 2013 and September 10, 2013 at 6:30 p.m. The public hearings will not be held until at least seven days after notice of the public hearings have been published in the Denton Record - Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Public Hearing on Tax Increase, which is made a part of this Resolution for all purposes. The City Manager, or his designee, is hereby directed to publish said notice in accordance with this Resolution and in accordance with Tax Code §26.06. The City Manager or his designee is directed to post the attached Notice of Public Hearing on Tax Increase on the City's Internet website and shall request that the City's public access television channel carry a 60- second notice of the public hearing at the times and for the periods and in accordance with the requirements of Chapter 26 of the Tax Code and other applicable law. At the public hearings, the City Council will afford adequate opportunity for both proponents and opponents of the tax increase to present their views. SECTION 5. The City Council hereby calls a public hearing on the proposed Budget to be held in the City Council Chambers at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on August 20, 2013 at 6:30 p.m. The public hearing will not be held until notice of the public hearing has been published in the Denton Record - Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Public Hearing on the Budget, which is made a part of this Resolution for all purposes. This notice shall be published not earlier than the 30th or later than the 10th day before the date of the public hearing. The City Manager, or his designee, is hereby directed to publish said notice and to provide such other public notice as may be required in accordance with this Resolution and in accordance with Article VIII of the City Charter, Chapter 102 of the Texas Local Government Code and all other applicable law. SECTION 6. This Resolution shall become effective immediately upon its passage and approval at a regular meeting of the City Council of the City of Denton, Texas on this the day of August, 2013, at which meeting a quorum was present and the meeting was held in accordance with the provisions of Tex. Gov't Code §551.001, et seq. The City Secretary is hereby directed to record this Resolution and the vote on the proposal to place the item for a tax increase on the September 17, 2013 City Council agenda. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 2 MARK A. BURROUGHS, MAYOR s: \legal \our documents \resolutions \13\resolution budget tax rate public hearing. doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Council Member Mark A. Burroughs, Mayor Kevin Roden Dalton Gregory Jim Engelbrecht Joey Hawkins Pete Kamp, Mayor Pro Tem James King Page 3 Voted For Voted Against Publish in September 10, 2013 Denton Record Chronicle Notice of Tax Revenue Increase The City of Denton, Texas, conducted public hearings on August 20, 2013 and September 10, 2013 on a proposal to increase the total tax revenues of the City of Denton, Texas from properties on the tax roll in the preceding year by 0.1 percent. The total tax revenue proposed to be raised last year at last year's tax rate of $0.68975 for each $100 of taxable value was $46,328,517. The total tax revenue proposed to be raised this year at the proposed tax rate of $0.68975 for each $100 of taxable value, excluding tax revenue to be raised from new property added to the tax roll this year, is $46,936,417. The total tax revenue proposed to be raised this year at the proposed tax rate of $0.68975 for each $100 of taxable value, including tax revenue to be raised from new property added to the tax roll this year, is $48,139,199. The City Council of the City of Denton, Texas, is scheduled to vote on the tax rate that will result in that tax increase at a public meeting to be held on September 17, 2013 at the City Council Chambers in City Hall, 215 E. McKinney Street, Denton, Texas, 76201 at 6:30 p.m. Publish in August 9, 2013 and August 21, 2013 Denton Record Chronicle Notice of Public Hearing on Tax Increase The City of Denton, Texas, will hold two public hearings on a proposal to increase total tax revenues from properties on the tax roll in the preceding tax year by 0.1 percent (percentage by which proposed tax rate exceeds lower of rollback rate or effective tax rate calculated under Tax Code, Chapter 26). Your individual taxes may increase at a greater or lesser rate, or even decrease, depending on the change in the taxable value of your property in relation to the change in taxable value of all other property and the tax rate that is adopted. The first public hearing will be held on August 20, 2013 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas 76201. The second public hearing will be on September 10, 2013 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas 76201. The members of the governing body voted on the proposal to consider the tax increase as follows: FOR: AGAINST: PRESENT and not voting: ABSENT: The average taxable value of a residence homestead in Denton, Texas last year was $154,354 (average taxable value of a residence homestead in the taxing unit for the preceding tax year, disregarding residence homestead exemptions available only to disabled persons or persons 65 years of age or older). Based on last year's tax rate of $0.68975 (preceding year's adopted tax rate) per $100 of taxable value, the amount of taxes imposed last year on the average home was $1,064.66 (tax on average taxable value of a residence homestead in the taxing unit for the preceding tax year, disregarding residence homestead exemptions available only to disabled persons or persons 65 years of age or older). The average taxable value of a residence homestead in Denton, Texas this year is $157,039 (average taxable value of a residence homestead in the taxing unit for the current tax year, disregarding residence homestead exemptions available only to disabled persons or persons 65 years of age or older). If the governing body adopts the effective tax rate this year of $0.68872 per $100 of taxable value, the amount of taxes imposed this year on the average home would be $1,081.56 (tax on average taxable value of a residence homestead in the taxing unit for the current tax year, disregarding residence homestead exemptions available only to disabled persons or persons 65 years of age or older). If the governing body adopts the proposed tax rate of $0.68975 per $100 of taxable value, the amount of taxes imposed this year on the average home would be $1,083.18 (tax on average taxable value of a residence homestead in the taxing unit for the current tax year, disregarding residence homestead exemptions available only to disabled persons or persons 65 years of age or older). Members of the public are encouraged to attend the hearings and express their views. Publish in August 9, 2013 Denton Record Chronicle NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2013 -14 Annual Program of Services (Budget), on Tuesday, August 20, 2013 at 6:30 p.m. in the City Council Chambers at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. THIS BUDGET WILL RAISE MORE REVENUE FROM PROPERTY TAXES THAN LAST YEAR'S BUDGET BY AN AMOUNT OF $1,810,682, WHICH IS A 3.91 PERCENT INCREASE FROM LAST YEAR'S BUDGET. THE PROPERTY TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR IS $192029783. All interested citizens are encouraged to attend and express their views. hi,diur du a Vu:d�ruffl AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: City Manager's Office ACM: Bryan Langley [,-� SUBJECT Consider nominations /appointments to the City's Boards and Commissions. BACKGROUND Attached are the nominations Council has submitted for board and commission positions. Additional nominations could be made and voted on at this meeting should the Council desire. Approval would be contingent on completion of the confirmation process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary 08/06/2013 BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Airport Advisory Board Kamp Kin Animal Shelter Advisory Committee Engelbrecht Hawkins Kathleen Duff (N) Community Development Advisory Cmte. Gregory Hawkins Kin Larry Varnes (R) Health & Building Standards Commission Roden Engelbrecht Kamp Kin Historic Landmark Commission Engelbrecht Hawkins King All Eric Pulido (R) Human Services Advisory Cmte. Engelbrecht King All Library Board Kamp Kin Parks, Recreation & Beautification Board Kin Planning and Zoning Commission Gregory Engelbrecht Hawkins Thom Reece (R) Public Art Committee Kamp Kin Public Utilities Board King Traffic Safety Commission Engelbrecht Hawkins Zoning Board of Adjustment Engelbrecht Hawkins King Alternate 1 Alternate 2 Alternate 3 ,Jchon Paradise (R) R - Reappointment N - New Nomination Pudblhc V ieai -hr AGENDA INFORMATION SHEET AGENDA DATE: August 6, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales, Jr. SUBJECT — DCA12 -0001 Farmers Market Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the Denton Development Code by increasing the duration of a permit for Farmer's Market; adding Open Air Market as a temporary use in Section 35.12; and creating a separate definition for Open Air Market in Section 35.23; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for severability; and establishing an effective date. The Planning and Zoning Commission recommends approval 6 -0. BACKGROUND Several years ago, a Community Market was established. Every Saturday, starting in May and ending in October, the parking lot located at the southeast corner of Mulberry and Carroll and owned by Denton County, turns into a temporary Community Market. About a year ago, the Community Market expressed interest in adding more food vendors, in particular food tricks. At the time, existing City ordinances did not allow for food tricks to park for a period longer than 15 minutes in one location. As a result, City Council adopted Ordinance No. 2012 -305 amending Chapter 13 (Food and Food Service Establishments) of the City of Denton Code of Ordinances and adopting the Texas Food Establishment Rules published by the Texas Department of State Health Services and made related deletions and amendments. With this amendment to the ordinance, mobile food tricks were allowed to operate in a more permissive manner but the duration allowed for the Community Market was not addressed. In February 2012, the Community Market Coordinators met with City staff to seek clarity and direction regarding the permitting of food vendors and operations of Community Markets. During those discussions, the permit duration for a Community Market (per the DDC this use falls under the definition of an Open Air Market) was questioned. Every year the Community Market continues to grow along with the interest/demand for a longer season. As a result, the Community Market Coordinators requested that the permit duration for a Farmer's Market extend pass the existing six (6) months timeframe permitted by the Denton Development Code (DDC) to nine (9) months to take advantage of the growing interest. In response to this request, staff is proposing a DDC amendment whereby the permit duration for a Farmer's Market would extend from the present requirement of six (6) months to nine (9) months. This would result in having a Farmer's Market open from early Spring to late Fall. As part of this amendment, staff is also proposing to separate the uses Farmer's Market/Open Air Market from the definition's within the DDC for better clarity. Agenda Information Sheet August 6, 2013 Page 2 On March 28, 2012, staff presented a Code amendment to the Planning and Zoning Commission (P &Z) during a Work Session. The Code amendment included amending the DDC to extend the permit duration for a Farmer's Market/Community Market from six (6) months to nine (9) months; adding Food Park and Commissary as land uses in Subchapter 35.5; and revising the definition of Farmer's Market and adding new definitions of Community Market, Food Park, and Commissary in Subchapter 35.23. At the Work Session, the P &Z directed staff to revise the definition of Farmer's Market. As currently defined, any type of merchandise may be sold at a Farmer's Market due to the existing definition in the DDC that includes the all encompassing statement "other goods." On April 25, 2012, May 9, 2012, and June 6, 2013, staff presented revised definitions of Farmer's Market to the P &Z and received further direction to continue this discussion and bring forward a recommendation related to Food Parks. At this time, staff has not completed the analysis to propose a DDC amendment to address Food Parks. However, to avoid any delay in the adoption of a DDC amendment for Farmer's Market, staff is bring this forward for Council consideration. Staff will continue to work with the Planning and Zoning Commission on a DDC amendment to address Food Parks and present this topic at a Council work session. PROPOSAL Staff is recommending the adoption of an ordinance extending the duration of a permit for Farmer's Markets and to add Open Air Market as a temporary use in Subchapter 35.12. Please note that added language is shown in blue and language deleted is shown in red. Staff recommends that Table 35.12.9 of the DDC be amended to read as follows: Staff recommends that Section 35.12.9.E.2 of the DDC be amended to read as follows: Farmer's Market and Opcim Air Markc( : Staff recommends that Section 35.12.9.17.2 of the DDC be amended to read as follows: Farmer's Market and Opcim Air Markcc M xitnum of .:4) t t.�. , `) per calendar year Staff recommends that Section 35.23.2 of the DDC be amended to read as follows: Number of Number of Temporary Use Permitted Zoning Setback Permits days per Requirements Allowed per Permit Year Farmer's Market �iwfl Non - residential Setback requirements ) � l \ ff A h d,o c Zoning Districts _ by zoning district (see 1 u u n Subchapter ,5) Staff recommends that Section 35.12.9.E.2 of the DDC be amended to read as follows: Farmer's Market and Opcim Air Markc( : Staff recommends that Section 35.12.9.17.2 of the DDC be amended to read as follows: Farmer's Market and Opcim Air Markcc M xitnum of .:4) t t.�. , `) per calendar year Staff recommends that Section 35.23.2 of the DDC be amended to read as follows: Agenda Information Sheet August 6, 2013 Page 3 Farmer's Market : p *i4: The seasonal selling or offering for sale at retail directly to the consumer of fresh fruits, vegetables, floNvers, herbs, or plants, processed food stuffs and products such as jams, honey, pickled products, sauces, baked goods, crafts, and art, clothing and other goods, occurring in a pre- designated area, where the vendors are generally individuals who have raised the produce or have taken the same or other goods on consignment for retail sales. 0 Auiui° I ai II�i e e II`,Ir::ncr,s ] lad4'ec " PRIOR ACTION/REVIEW March 28, 2012 Planning and Zoning Commission Work Session April 25, 2012 Planning and Zoning Commission Work Session May 9, 2012 Planning and Zoning Commission Work Session June 6, 2012 Planning and Zoning Commission Work Session November 6, 2012 City Council adopted Ordinance No. 2012 -305 amending Chapter 13 (Food and Food Service Establishments) of the City of Denton Code of Ordinances and the Texas Food Establishment Rules. June 12, 2013 Planning and Zoning Commission Work Session June 26, 2013 Planning and Zoning Commission Public Hearing OPTIONS 1. Adopt ordinance as submitted 2. Adopt ordinance with conditions 3. Deny 4. Postpone consideration 5. Table item RECOMMENDATION The Planning and Zoning Commission recommends approval 6 -0 of the proposed Code amendment. Staff recommends adoption of an ordinance amending the Denton Development Code by increasing the duration of a permit for Farmer's Market; adding Open Air Market as a temporary use in Section 35.12; and creating a separate definition for Open Air Market in Section 35.23. EXHIBITS 1. June 26, 2013 Planning and Zoning Commission Minutes 2. Draft Ordinance Agenda Information Sheet August 6, 2013 Page 4 Prepared by: Ron Menguita, AICP Development Review Liaison Respectfully submitted: a Brian Locldey, AICP, CPM Director, Planning and Development Department I 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Exhibit 1 June 26, 2013 Planning and Zoning Commission Minutes 4. ITEMS FOR INDIVIDUAL CONSIDERATION Jackson stated this request is for a 6 month extension; the utilities located south of the subject site were under design and impacted the design of the subject site. The preliminary plat was approved before this Commission on October 10, 2010; and the final plat was approved before this Commission on July 6, 2011. Jackson stated staff recommends approval of this request. There was no further discussion. Commissioner Frank Conner motioned, Commissioner Brian Bentley seconded to approve this request. Motion approved (6 -0). 5. PUBLIC I-IEARINGS: A. Hold a public hearing and consider making a recommendation to City Council regarding a amendin, the Denton Development Code by amending the duration of a permit for Farmer's Markets and by adding, pen Air Market as a temporary use in Subchapter 35.12. JDCA12-0001 �rs Market, Ron Menguita) Menguita stated staff is proposing to extend the permit duration for a Farmer's Market from six (6) months to nine (9) months. This would result in having a Farmer's Market open from early spring to late fall. In addition, staff is proposing to add Open Air Market as a temporary use in Subchapter 35.12 of the DDC. Schaake opened the Public Hearing; there was no one to speak on this item. Schaake closed the Public Hearing. Schaake questioned if this item goes before City Council if the permit duration will become effective immediately. Menguita stated it would be effective 14 days after the City Council approval. Commissioner Devin Taylor motioned, Commissioner Thom Reece seconded to approve this request. Motion approved (6 -0). B. Hold a public hearing and consider making a recommendation to City Council regarding a text amendment to Subchapter 35.5.8 of the Denton Development Code revaLrding Limitation (17). (DCA13 -0001. Text Amendment. Brian Locklev) Menguita stated staff is proposing that L(17) be amended as follows: L(17) = Uses are limited to no more than twenty -five thousand (25,000) square feet of gross floor area per lot, other permitted uses may be larger with the approval of an Specific Use Permit. Menguita stated an issue is in some instances, a building greater than 25,000 square feet can develop without diminishing the use and character of adjacent properties. There was no further discussion. sAlegal \our documents \ordinances \13 \dcal2- OOOl.doc Exhibit 2 Draft Ordinance ORDINANCE 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE DENTON DEVELOPMENT CODE BY INCREASING THE DURATION OF A PERMIT FOR FARMER'S MARKET; ADDING OPEN AIR MARKET AS A TEMPORARY USE IN SECTION 35.12; AND CREATING A SEPARATE DEFINITION FOR OPEN AIR MARKET IN SECTION 35.23; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 2002 -040 the City Council of the City of Denton, Texas adopted the Denton Development Code (the "Development Code "); and WHEREAS, in connection with the continued growth and success of a local community market, there has been an interest and demand to increase the permit duration for the community market from six to nine months; and WHEREAS, City Staff is additionally proposing to make minor clarification changes with respect to the use and definition of an Open Air Market; and WHEREAS, after providing notice and after conducting a public hearing on June 26, 2013 as required by law, the Planning and Zoning Commission recommended approval of certain changes to Subchapter 35.12 and 35.23 of the Denton Development Code; and WHEREAS, after providing notice and after conducting a public hearing on August 6, 2013 as required by law, the City Council finds that the subject changes to the Development Code are consistent with the Comprehensive Plan and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS; SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. Sections 35.12 and 35.23 of the DDC are amended to reflect the changes outlined in Exhibit "A ", attached hereto and incorporated herein by reference. All other provisions within Sections 35.13 and 35.23 not amended shall remain in full force and effect. SECTION 3. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 18-39 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY A6 BY' c" �. Exhibit A 1. The following Temporary Use, "Farmers Market," as it appears in Table 35.12.9 of the DDC, shall be amended to read as follows: 2. Section 35.12.9.E.2 of the DDC shall be amended to read as follows: Farmer's Market and Open Air Market 3. Section 35.12.9.F.2 of the DDC shall be amended to read as follows: Farmer's Market and Open Air Market: Maximum of 9 months per calendar year 4. The definition of "Farmers Market" as it appears in Section 35.23.2 of the DDC shall be amended to read as follows: Farmer's Market: The seasonal selling or offering for sale at retail directly to the consumer of fresh fruits, vegetables, flowers, herbs, or plants, processed food stuffs and products such as jams, honey, pickled products, sauces, baked goods, crafts, and art, clothing and other goods, occurring in a pre - designated area, where the vendors are generally individuals who have raised the produce or have taken the same or other goods on consignment for retail sales. 5. Section 35.23.3 of the DDC is amended to add a new definition to read as follows: Open Air Market: See "Farmer's Market." Number of Number of Temporary Use Permitted Zoning Setback Requirements Permits Allowed per days per Year Permit Farmer's Market and Non - residential Setback requirements Open Air Market Zoning Districts by zoning district (see 1 9 months Subchapter 5) 2. Section 35.12.9.E.2 of the DDC shall be amended to read as follows: Farmer's Market and Open Air Market 3. Section 35.12.9.F.2 of the DDC shall be amended to read as follows: Farmer's Market and Open Air Market: Maximum of 9 months per calendar year 4. The definition of "Farmers Market" as it appears in Section 35.23.2 of the DDC shall be amended to read as follows: Farmer's Market: The seasonal selling or offering for sale at retail directly to the consumer of fresh fruits, vegetables, flowers, herbs, or plants, processed food stuffs and products such as jams, honey, pickled products, sauces, baked goods, crafts, and art, clothing and other goods, occurring in a pre - designated area, where the vendors are generally individuals who have raised the produce or have taken the same or other goods on consignment for retail sales. 5. Section 35.23.3 of the DDC is amended to add a new definition to read as follows: Open Air Market: See "Farmer's Market."