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Home My WebLink AboutJune 03, 2014 Agenda% �! % �, � City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton,Texas 76201 www.cityofdenton. com Tuesday, June 3, 2014 2:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, June 3, 2014 at 2:00 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: 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 June 3, 2014. 3. Work Session Renorts A. ID 14-0174 Attachments: B. ID 14-0177 Attachments: C. ID 14-0184 Attachments: A ID 14-0215 Receive a report, hold a discussion, and give staff direction regarding the creation of a Tax Increment Reinvestment Zone for the construction of a Hotel and Convention Center on approximately thirteen acres of land located along Interstate 35 on University of North Texas property. Exhibit 1 Prolect Plan and Finance Plan Exhibit 2 Pettit PowerPoint Receive a report, hold a discussion, and give staff direction regarding Denton Plan and Denton Development Code amendments to allow for various land uses at the North Texas State Fairgrounds. Exhibit 1 Site Location Aerial Map ��"�.,� u . � Exhibit 5 Auqust 6, 1996 City Council Minutes Receive a report, hold a discussion, and provide direction on proposed revisions to the City of Denton Strategic Plan. Exhibit 1 FY 2013-14 Strateqic Plan Exhibit 2 Strateqic Plan 6.3.14 (redline copy) � , �, Receive a report, hold a discussion and give staff direction regarding City Council City ofDenton Page 1 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 committee nominations and City Council board appointments. Attachments: Exhibit 1 2013-14 Council Commitiees Exhibit 2 Council Committee Preferences Exhibit 3 Committee �larrative � E. ID14-0182 Receive a report, hold a discussion, and give staff direction regarding project recommendations from the Citizens Bond Advisory Committee for the November 2014 bond election. Attachments: Exhibit 1 Summary of Recommended Projects � � � 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. 1. Closed Meeting: A. ID14-0189 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Govemment Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential eminent domain proceedings against certain real property interests located in the S. McCracken Survey, Abstract Number 817, in the City of Denton, Denton County, Texas, being 2.912 acres and 0.040 acre tracts of land for electric easements, and being 1.160 acre and 0.048 acre tracts of land for temporary construction easements, all located generally north of Loop 288, along Sherman Drive, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities and structures. Consultation with the City's attomeys regarding legal issues associated with the potential proceedings against 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project: Parcel C6 - Tony A. Riley [ID 14-0186], and Parcel C7 - Sel Sherman Drive, LLC) [ID 14-0187] B. ID14-0190 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Govemment Code, Section 551.071. City ofDenton Page 2 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential eminent domain proceedings against certain real property interests located in the T. Toby Survey, Abstract Number 1288, in the City of Denton, Denton County, Texas, being a fee interest in land, regarding a certain 2.493 acre tract of land located generally south of Beall Street and west of North Locust Street, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities, and structures, as well as substations. Consultation with the City's attorneys regarding legal issues associated with the potential proceedings against 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project: Parcel C13 - North Locust Properties, LLC) [ID 14-0188] C. ID14-0207 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Govemment Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of and potential eminent domain proceedings against certain real property interests located in the M. Forrest Survey, Abstract Number 417, in the City of Denton, Denton County, Texas, being a fee interest in land, regarding a certain 10.372 acre tract of land located generally north of Blagg Road and east of Geesling Road, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities, structures, and substations. Consultation with the City's attomeys regarding legal issues associated with the acquisition of land potential eminent domain proceedings against 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. (Denton Municipal Electric Arco Substation Project) [ID14-0191] A ID14-0172 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; and Consultation With Attorneys - Under Texas Government Code, Section 551.071. Receive further competitive public power, financial and commercial information from Denton Municipal Electric ("DME") staff regarding the procurement, acquisition, integration and implementation of ERCOT Shadow Settlement Software in its Energy Management Organization relating to its power purchase operations, which includes bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas bids, prices, offers, and related services for purposes of supporting the Energy Management City ofDenton Page 3 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 Organization of the Power Supply Administration of DME; discuss, deliberate, provide staff with direction, consider and take final action on the Master Customer Agreement and any and all ancillary Agreements pertaining thereto. Consultation with the City's attorneys regarding legal issues associated with the above acquisition 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; Consider an ordinance of the City Council of the City of Denton, Texas providing for, authorizing, and approving the execution by the City Manager of a"Master Customer Agreement" by and between the City of Denton, Texas and Ventyx, Inc., a Delaware Corporation, further authorizing and approving the execution of such other ancillary and related documents, including without limitation, licensing agreements and statements of work related to the Master Customer Agreement by the City Manager or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, Texas, its Mayor, its City Council members, its City Manager, its City Attorney, and their respective designees, shall be authorized and empowered to perform such acts and obligations as are reasonably required to complete and consummate this transaction; ratifying and confirming all prior actions taken by the City Council in furtherance of this procurement; and determining that said agreements pertain to a"Competitive Electric Matter" as set forth under the provisions of §§551.086 and 552.133 of the Texas Govemment Code, as amended; finding and determining that the approval of this transaction in a closed meeting of the City Council is further authorized under Texas law; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; finding that the matter of approval of the Master Customer Agreement was posted as required by law and was duly considered in a closed meeting of the City Council on the 3rd day of June, 2014 by a quorum of the Denton City Council and was duly approved by a vote taken in said closed meeting; providing that upon approval of the Ordinance, Master Customer Agreement and any and all ancillary agreements, by the City Council that the City Secretary is hereby authorized and directed to seal the said documents as Public Power documents, as provided by applicable Texas law; that this procurement is in the public welfare and is in the best interests of the ratepayers of Denton Municipal Electric; authorizing the expenditure of funds therefor; providing an effective date. E. ID 14-0200 Consultation with Attomeys - Under Texas Government Code, Section 551.071. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulation of gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including: Constitutional limitations; statutory limitations upon municipal regulatory authority; statutory preemption; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice-versa; moratorium on drilling and production; other concems about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance; and legal matters associated with a citizen's initiative regarding hydraulic fracturing where a public discussion of these City ofDenton Page 4 Printed on 5/30/2014 City Council F. ID 14-0201 G. ID 14-0206 Meeting Agenda June 3, 2014 legal matters would conflict with the duty of the City's attomeys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Consultation with Attomeys - Under Texas Government Code, Section 551.071. Consult with and provide direction to City's attorneys regarding legal issues regard to Item No. 3.B. of the June 3, 2014 Work Session Agenda, as it concerns legal issues associated with that item where a public discussion of this legal matter would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Deliberations regarding 551.072; Consultation 551.071. Real Property - Under Texas Government Code, Section with Attorneys - Under Texas Government Code, Section 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 R. Longbottom Survey, Abstract Number 775, City of Denton, Denton County, Texas, and generally located on the east line of Virginia Street, north of U.S. Highway 380 (University Drive). Consultation with the City's attomeys regarding legal issues associated with the potential acquisition 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project: Parcel P28 and P29 - Prescott Interests Ltd.) ANY F1NAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED 1N A CLOSED MEETING WILL ONLY BE TAKEN 1N AN OPEN MEETING THAT IS HELD 1N COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH F1NAL ACTION, DECISION, OR VOTE IS TAKEN 1N THE CLOSED MEETING 1N ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN 1NT0 A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE 1N A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, 1N 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: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the indivisible." Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and City ofDenton Page 5 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 2. ELECTION OF MAYOR PRO TEM 3. PROCLAMATIONS/PRESENTATIONS A. ID 14-0213 Resolution ofAppreciation for Ross Chadwick 4. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 5. 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— P). 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— P below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 14-0160 Attachments: B. ID 14-0161 Attachments Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Savant Group, Inc. for design and engineering services relating to the City of Denton Intelligent Transportation System (ITS) Trunk Lines project; and providing an effective date (File 5551-awarded to Savant Group, Inc. in a not-to-exceed amount of $152,548.52). 5551-Exhibit 1 C7rdinancef.pdf Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the Pecan Creek Interceptor Phase II project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5486-awarded to the lowest responsible bidder meeting specification, Speiss Construction Company, Inc. in the amount of $1,427,624). The Public Utilities Board recommends approval (6-0). 5486-Exhibit 1 Location Mab �� *�, �� C. ID14-0162 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of replacement and repair parts for the Lake Ray Roberts Water Treatment Plant clarification equipment, which are available from only one source and in accordance with Chapter 252.022 of the City ofDenton Page 6 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5553 awarded to Brentwood Industries, Inc. in the not-to-exceed amount of $100,000). The Public Utilities Board recommends approval (6-0). Attachments: 5553-Exhibit 1 Quote A ID 14-0164 Attachments: E. ID 14-0165 Attachments: F. ID 14-0166 Attachments: G. ID 14-0167 '�� Consider adoption of an ordinance accepting competitive proposals and awarding a contract for laboratory services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5469-awarded to Ana-Lab Corporation in the three (3) year not-to-exceed amount of $190,000). The Public Utilities Board recommends approval (6-0). 5469-Exhibit 1 Rankinq 5469-Exhibit 2 Pricinq ^I� = � * " ;�,�►l Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Distribution Gang Operated Air Break (GOAB) Switches for Denton Municipal Electric; providing for the expenditure of funds therefore; and providing an effective date (RFP 5231-awarded to Stuart C. Irby in the three (3) year not-to-exceed amount of $187,395). 5231-Exhibit 1 Rankinq Evaluation and �AFC7 5231-Exhibit 2 Pricinq Sheet 5231-Exhibit 3 C7rdinance.pdf Consider adoption of an ordinance accepting competitive proposals and awarding a contract for galvanized steel transmission poles for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5404-awarded to Valmont Newmark in the three (3) year not-to-exceed amount of $15,590,000). The Public Utilities Board recommends approval (6-0). 5404-Exhibit 1 Location Map Redacted � � ��f��[�li� � � � Consider adoption of an ordinance accepting competitive proposals and awarding a contract for electric capacitor controllers for Denton Municipal Electric; providing City ofDenton Page 7 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 for the expenditure of funds therefor; and providing an effective date (RFP 5297-awarded to Stuart C. Irby in the three (3) year not-to-exceed amount of $461,100). Attachments: 5297-Exhibit 1 Rankinq and Evaluation H. ID 14-0168 Attachments: L ID 14-0175 Attachments: J. ID 14-0176 Attachments: K. ID 14-0179 Attachments: � 7i�aa�� Consider adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of five (5) Chevrolet half ton trucks for the City of Denton; and providing an effective date (File 5559 awarded to Caldwell Country in the amount of $126,871). The Public Utilities Board recommends approval (6-0). 5559-Exhibit 1 Comparison 5559-Exhibit 2 PU� Minutes 5559-Exhibit 3 C7rdinance.pdf Consider adoption of an ordinance providing for the expenditure of funds for the emergency purchase of a Peterbilt Roll-0ff Refuse Truck with Wastequip Hoist and Tarper in accordance with provisions of State law exempting such purchases from requirements of competitive bidding; and providing an effective date (File 5560-awarded to Rush Truck Center, Crane in the amount of $174,419). 5560-Exhibit 1 Quote 5560-Exhibit 2 C7rdinance.pdf Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from John Lenz, representing Chident Holdings, LLC, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Economic Development Partnership Board recommends approval 6-0. Exhibit 1 331 E. Hickorv qrant application �� Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton and the Collegiate Entrepreneurs' Organization of the University of North Texas for reimbursement of costs associated with the TEDXUNT Event on April 26, 2014; authorizing and ratifying the expenditure of funds; and providing for an effective date. ($1,470) Exhibit 1 C7rdinance Exhibit 2 Aqreement City ofDenton Page 8 Printed on 5/30/2014 City Council L. ID 14-0180 Attachments: M. ID 14-0181 Attachments N. ID 14-0183 Attachments: O. ID 14-0185 Attachments: Meeting Agenda June 3, 2014 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ("City"), as buyer, and Ken Hodge & Associates, Inc., a Texas corporation (the "Owner"), as seller, to acquire fee simple title to a 0.850 acre tract situated in the M.E.P. & P.R.R. Survey, Abstract No.1469, located in the City of Denton, Denton County, Texas, and being generally located in the 1300 block of North Mayhill Road; for the purchase price of One Hundred Twenty Thousand Eight Hundred Eighty Seven Dollars and No Cents ($120,887.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement"), as attached hereto and made a part hereof as Exhibit "A", authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M028, Ken Hodge & Associates, Inc. - Mayhill Road Widening and Improvements project) Exhibit 1 Location Map Exhibit 2 C7rdinance Consider adoption of an ordinance of the City of Denton, Texas, authorizing the execution of a Fourth Amendment to Right of Entry and possession, by and between the City of Denton ("City") and the Denton County Transportation Authority ("DCTA"), amending that certain right of entry and possession, between the City and DCTA, May 3, 2011, granting DCTA access to the Euline Brock Downtown Denton Transit Center ("DDTC) and certain lands surrounding the DDTC, located in the Hiram Sisco Survey, Abstract Number 1184, to conduct public transportation related operations; and providing an effective date. Exhibit 1 C7rdinance Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Air Fair for the purpose of expenses for the Denton Air Fair; authorizing the expenditure of funds; and providing for an effective date. ($500) Exhibit 1 C7rdinance Exhibit 2 Aqreement Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and SCRAP Denton for the purpose of capital needs; authorizing the expenditure of funds; and providing for an effective date. ($900) Exhibit 1 C7rdinance Exhibit 2 Aqreement P. ID14-0192 Consider approval of a resolution of the City of Denton, Texas certifying funding and support for the 2014 Transportation Alternatives Program application with the North Central Texas Council of Governments, authorizing the City Manager to submit an application to receive funding to implement a bike share program through the program and, if the grant is approved, to execute the grant agreement and take other actions necessary to implement the grant; and providing an effective date. City ofDenton Page 9 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 Attachments: Exhibit 1 f��TCC�G Call for Prolecis Exhibit 2 Resolution Exhibit 3 �ike Share C7verview 6. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID14-0186 Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain one permanent Electric Utility Easement and one Temporary Construction Easement encumbering 2.192 and 1.160 acres of land respectively; the permanent Electric Utility Easement to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance as the " DME Expansion Project"); the Temporary Construction Easement to be used and utilized for the purpose of access, staging of materials and equipment, construction, and grading activities relating to the DME Expansion Project; the affected lands and interests being generally situated in the S McCracken Survey, Abstract Number 817, City of Denton, Denton County, Texas, as more particularly described in Exhibits "A-1" and "A-2", and depicted in Exhibits `B-1" and `B-2", respectively, attached to the ordinance and made a part thereof (said tracts of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (IV) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Parcel C6 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) Attachments: Exhibit 1 Location Map Exhibit 2 C7rdinance B. ID14-0187 Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain one permanent Electric Utility Easement and one Temporary Construction Easement encumbering 0.040 and 0.048 acres of land respectively; the permanent Electric Utility Easement to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance as the " DME Expansion Project"); the Temporary Construction Easement to be used and utilized for the purpose of access, staging of materials and equipment, construction, and grading activities relating to the DME Expansion Project; the affected lands and interests being generally situated in the S McCracken Survey, Abstract Number 817, City of Denton, Denton County, Texas, as more particularly described in Exhibits "A-1" and "A-2", and depicted in Exhibits `B-1" and `B-2", respectively, attached to the ordinance and made a part thereof (said tracts of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and City ofDenton Page 10 Printed on 5/30/2014 City Council Attachments: C. ID 14-0188 Attachments: A ID 14-0191 Attachments: Meeting Agenda June 3, 2014 prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (IV) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Parcel C7 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) Exhibit 1 Location Map Exhibit 2 C7rdinance Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of a 2.493 acre tract of land to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance, the "DME Expansion Project"); the affected lands and interests being generally situated in the T. Toby Survey, Abstract Number 1288, City of Denton, Denton County, Texas, as more particularly described and depicted in Exhibit "A", attached thereto the ordinance and made a part thereof (said tract of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (IV) making findings; (V) providing a savings clause; and (V) providing an effective date. (Parcel C13 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) Exhibit 1 Location Map Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain fee simple title to a 10.372 acre tract of land to be used and utilized for and in connection with expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution facilities, and structures; the affected land(s) and interest(s) being generally situated in the M. Forrest Survey, Abstract Number 417, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" attached thereto the Ordinance and made a part thereof, located generally in the NW quadrant of the intersection of Geesling Road and Blagg Road (the "Properiy Interest") (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (IV) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Denton Municipal Electric ARCO Substation Project) (The Public Utilities Board recommends approval6-0) Exhibit 1 Survev Exhibit 2 Arco C7ffer Letter City ofDenton Page 11 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 7. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID14-0208 Receive Certification of an Initiative Petition regarding the banning of hydraulic fracturing in the city of Denton from the City Secretary and give staff direction. Attachments: Exhibit 1 Petition C7rdinance B. ID 14-0218 Consider appointments to Council Committees. 8. PUBLIC HEARINGS A. Z14-0007 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Downtown Residential 2(DR-2) zoning district classification and use designation to a Downtown Commercial General (DC-G) zoning district classification and use designation; on approximately 0.184 acres, located on south side of West Oak Street approximately 104 feet west of the intersection of West Oak Street and Avenue B, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (6-0). Attachments: Exhibit 1 St�ffAn�lVSis Exhibit 2 Location Map Exhibit 3 Zoninq Map Exhibit 4 Proposed Zoninq Map Exhibit 5 Future Land Use Map Exhibit 6 Applicant Letter Exhibit 7 Site Plan Exhibit 8 �lotification Map Exhibit 9 Site Photos Exhibit 10 P�Z Minutes Exhibit 11 C7rdinance B. Z14-0002 Hold a public hearing and consider adoption of an ordinance approving a rezoning of 2.98 acres from Neighborhood Residential Mixed Use (NRMU) zoning district to the Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district with a mixed use residential protection overlay. The subject property is generally located on the west side of Teasley Lane, across from Ranchman Blvd., and is legally described as a 2.98 acre portion of a called 13.194 acre tract situated in the J. Fisher Survey, Abstract 0421a, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval (6-0) and stated their intent was to include the mixed use residential protection overlay conditions. City ofDenton Page 12 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 Attachments: Exhibit 1 St�ff Report Exhibit 2 Site Location Aerial Map Exhibit 3 Existinq Zoninq � �7[� � � . � . � � � �� ,. • C. Z13-0011 Hold a public hearing and consider adoption of an ordinance regarding a rezoning from a Neighborhood Residential 4(NR-4) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district, with an overlay restriction, on approximately 4.9 acres. The property is located at the northeastem comer of McKinney Street and Mockingbird Lane; and providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date. (Z13-0011) The Planning and Zoning Commission recommends approval (6-0) with overlay restriction. Attachments: Exhibit 1 St�ffAn�lysis Exhibit 2 Site Map Exhibit 3 Existinq Zoninq Map � �7[� � � , d - Exhibit 8 f�otification Responses �� ,. • 9. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 10. CONCLUDING ITEMS City ofDenton Page 13 Printed on 5/30/2014 City Council Meeting Agenda June 3, 2014 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 goveming 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 ineeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2014 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE 1N ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE 1NTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS 1N 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 1NTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 14 Printed on 5/30/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0174, Version: 1 Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Date: John Cabrales, Jr. / Jon Fortune June 3, 2014 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the creation of a TaY Increment Reinvestment Zone for the construction of a Hotel and Convention Center on approximately thirteen acres of land located along Interstate 35 on University of North Texas property. BACKGROUND The proposed Hotel and Convention Center Project continues to move forward tY�rough the feasibility period in the Design Development Phase. Followingthe City Council's approval of the Master Development Agreement on December 10, 2013, the City and the Developer entered into a feasibility period during which several aspects of the project take shape, including the creation of design development architectural drawings, solicitation of construction bids, and the creation of a TaY Increment Reinvestment Zone. Design drawings have been completed and presented to the City Council, and the project is now out for construction bids. The creation of the TIRZ is the next step in the process. The Project is a collaborative effort between the City of Denton, O'ReillyHospitality Management (OHM), O'ReillyHotel Partners Denton (OHPD), and the University of North Texas. The site is approximately 13 acres located on UNT Property adjacent to Apogee Stadium. The Hotel and Restaurant would likely be an Embassy Suites Hotel and Houlihan's Restaurant (OHPD Funded). The Convention Center would be City funded. The total project cost is estimated at $85 million ($25 million Convention Center; $60 million Hotel and Restaurant. HoteURestaurant Overview: • OHPD to lease the land from UNT • Funded and owned by OHPD • Management of construction and operated by OHM • Goal of 318 suites and 12 stories (minimum allowed - 275 suites and 9 stories) • LEED Certified • Houlihan's Restaurant - 8,000 square feet with 290 seats • Fducational opportunity through the UNT School of Hospitality Convention Center Overview: • City to lease the land from UNT • City to fund and own Convention Center • City is not funding the Hotel • OHM to serve as architect and construction manager • Sub-lease Convention Center to OHPD o Operated and managed by OHM • Approximate size of 100,000 square feet City of Denton Page 1 of 4 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0174, Version: 1 The goal is for the Convention Center to be self-funding. The City would sell Certificates of Obligation to fund the Convention Center construction. The debt service would be funded by Hotel Occupancy TaYes (HO'1� related to the development of the project, revenue generated tY�rough the creation of a TaY Increment Reinvestment Zone (TIRZ), City Sales TaY derived from the project, and OHPD lease payments to the City. A(TIRZ) is a tool that local governments can use to publicly fmance needed structural improvements and enhance infrastructure within a defined area in order to stimulate private development and redevelopment. An ad valorem valuation base is established in the first year, and the revenue from the increased valuation from subsequent years is allocated to TIRZ development. The City enlisted the services of David Pettit Economic Development, a Fort Worth economic development consulting firm, to assist in establishing the Preliminary Project Plan and Finance Plan for the TIRZ. Mr. Pettit willbe presenting the preliminary plans in the Council Work Session. Agenda Information Sheet June 3, 2014 Page 2 The proposed TIRZ would be the third in the City of Denton. The first TIRZ was established in 2010 for powntown Denton, and the second TIRZ was established in 2012 for the industrial park near Denton Enterprise Airport. The proposed third TIRZ consists of approximately 13 acres and is located along Interstate 35 on University of North Texas properiy. The project would provide convention center facilities to meet community needs and to encourage and promote economic development tY�rough convention and tourism related activity. The site is currently taY exempt and owned by the University of North Texas. The TIRZ would generate revenue from the privately-owned Hotel and Restaurant portion of the project. The TIRZ revenue would be dedicated entirely to the debt service for the $25 million Convention Center project. Denton County and the Denton Independent School District (DISD) will have the opportunity to participate in the TIRZ as well. Both entities have expressed a willingness to consider participation. TIRZ District Valuation: The 2013 certified base value of TIRZ Three, according to the Denton Central Appraisal District(DCAD), is $0.00 (taY exempt). The estimated revenue to be generated over the life of the TIRZ is $13,673,693. These dollars reflect City of Denton participation at 100 percent for a period of 30 years. Denton County and the Denton Independent School District (DISD) participation rates are assumed to be 75% each for a period of 30 years. Actual participation rates may vary and willbe determined after the formation of the Zone. TIRZ Board Structure: Staff recommends that the Council consider an eleven member TIRZ Board consisting of the Economic Development Partnership Board plus one representative from Denton County and one from DISD (assuming both entities choose to participate). Board terms willbe consistent with EDP board terms, and members willserve two-year staggering terms not to exceed three consecutive terms. The primary purpose of creating the TIRZ is to capture revenue from tY�ree taYing entities (City, County, and ISD) to participate in the construction of the Convention Center. If the City and/or Developer decides not to pursue the development, the TIRZ would need to be dissolved through a separate action by the City Council. Project Plan: The following table describes the proposed projects outlined in the Project Plan PROJECT STIMATED TIRZ REVENUE Convention Center Facility 13,673,693* *Anticipated TIRZ Revenue based upon participation and development assumptions. Actual amount will be equal to the TIRZ revenue captured during the TIRZ term and may differ from the amount stated above. The total cost of the Convention Center Facility will be appro�mately $25 million. ESTIMATED SCHEDULE OF PROJECT The following represents the next steps of the project: June 17, 2014 - Hold a Public Hearing and Adopt Ordinance Creating TIRZ City of Denton Page 2 of 4 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0174, Version: 1 August 2014 - If approved, the Council willappoint 9 of the ll TIRZ Board members and designate the Board Chair within 60 days or a reasonable time thereafter July/August 2014 - Denton County and Denton Independent School District will consider participation in the TIRZ AugustlSeptember 2014 - The TIRZ Board will approve Final Project Plan and Finance Plan PRIOR ACTION/REVIEW September 20ll - Received proposal from O'Reilly Hospitality Management (OHM) January 2012 - City, OHM and UNT reach non-binding agreement on guiding principles to negotiate a development agreement (the Memorandum of Preliminary Agreement.) March 2012 - City and OHM meet with local hotel operators at the Quarterly Convention and VisitorBureau Hospitality Meeting to present the proposed project. Agenda Information Sheet June 3, 2014 Page 3 PRIOR ACTION/REVIEW (Cont'd.) May 2012 - City Council Work Session to receive overview of proposed project and meet with the prospective developer, Tim O' Reilly. December 2012 - City and OHM present proposed project to the DISD Trustees during a Trustee Meeting March 2013 - City Council Work Session discussion and update on proposed project. September 2013 - City Council Work Session discussion and update on proposed project. October 2013 - City Council Work Session discussion and update on proposed project. November 19, 2013 - City Council Work Session discussion and review of development agreements. December 2, 2013 - Presentation of proposed project to joint City Council and DISD Board Trustees meeting. December 3, 2013 - Presentation of proposed project to Economic Development Partnership Board. December 3, 2013 - City Council Work Session discussion and review of development agreements. December 10, 2013 - The City Council approved the Master Development Agreement and related development and professional service documents. FISCAL INFORMATION It is estimated that the TIRZ would generate approximately $13,673,693 over a 30 year period. The City, County and DISD would contribute an estimated $7,420,856, $2,298,992 and $3,953,845 into the TIRZ fund, respectively. EXHIBITS E�iibit 1- Preliminary Project Plan and Finance Plan (will also be forwarded as a hard copy under separate cover) E�iibit 2- Pettit PowerPoint Presentation City of Denton Page 3 of 4 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0174, Version: 1 Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Erica Sullivan Economic Development Analyst City of Denton Page 4 of 4 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� � I � W � � N �� W � �'^� V^J` W\ / � .� I..L �--� � W � W � U � X � VJ � � � � � � �--� � W � � O � � U ,� :':. �� - � a. - � r y " d � ti,� W� ��V M � N � H c � a bn c .� c LL R V N O a` � c .£ .� a` c-I N � I� 00 � N � C � O � C '� � � o m OIV � C F 0 0 � +� c a� +� c 0 U � 0 a� � � H Q t N N � 0 � C O � U d 7 U 0 N E a O N > N � C � R � a � � a N �C� O � a` ¢ 0 0 N .N T C a T � N N LL � x •� =a c � R � C Q LL Q 0 0 � O U � � N C N C � N � � C '_' � � T _ � � O � N U � � � � O U � � fl- U J T 9 N C C U � U .— � � U U fn CO 9 C fl- Q C U � N � X � � U ,�N fn N � y N � � y C (6 N � J O � � � U Q U � 9 U C U y � T O � � � — O b9 � � O � � N � �O — J p N N y O- T C J � �i C O (6 "O �� "O N N U y C= C J y ? 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0177, Version: 1 Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: Date: John Cabrales, Jr. June 3, 2014 SUBJECT Receive a report , hold a discussion, and give staff direction regarding Denton Plan and Denton Development Code amendments to allow for various land uses at the North Texas State Fairgrounds. BACKGROUND In March of this year, staff was made aware of vehicles being stored at the North Texas State Fairgrounds (Fairgrounds) temporarily. The vehicles were being stored at the Fairgrounds while the new Classic Cars dealership located near Interstate 35 (I-35) and Pockrus Page Road was being constructed. Community Improvement Services received complaints from property owners who live in the Infinity Strata Addition residential subdivision north of the Fairgrounds. The property owners expressed their dislike that the vehicles were being stored so close to their property. This is the second time that the Fairground has stored large numbers of vehicles for a non-fairground event. The first time the Fairgrounds stored large numbers of vehicles for a non-fairground event was in October of 2011. Representatives of the Fairgrounds were made aware of the complaints and responded accordingly. The vehicles were moved to the west side of the Fairgrounds away from the residential subdivision. According to the representatives, the Fairgrounds have an approved Specific Use Permit (SUP) that allows for the storage of vehicles. Staff reviewed the SUP and determined that the SUP was approved in August 1996 by Ordinance 96- 171 for off-street remote parking for overflow parking for Fairgrounds events and not for vehicle storage outside of Fairgrounds events see Exhibit 4 and 5. Through this communication, representatives of the Fairgrounds expressed interest in allowing the storage of vehicles at the Fairgrounds on a more permanent basis as a revenue generator. Staff explained that the storage of vehicles is not a land use listed in Subchapter 35.5 and that storage of vehicles is only allowed secondary to a primary use where vehicles storage is needed. Such uses include Auto and RV Sales and Vehicle Repair. Auto and RV Sales may need to store vehicles prior to adding them to the display area. Vehicle Repair may need to store vehicles during the time that they are inoperable. Since the Fairgrounds do not include the uses of Auto and RV Sales or Vehicle Repair, the storage of vehicles is not permitted. In an effort to respond to the Fairgrounds interest in allowing the storage of vehicles independent of a primary use, staff has researched various options for Council consideration, but only presents the following due to the least number of negative impacts that will be generated. This option is to add storage of vehicles to the list of City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0177, Version: 1 land uses in Subchapter 35.5 and identify which zoning districts that this use would be: permitted, not permitted, permitted with an Specific Use Permit (SUP), or permitted with a limitation. Because of the nature of the use, the storage of vehicles for a long period of time, staff has identified several land uses that storage of vehicles should follow, see Exhibit 6. Exhibit 6 is a chart that contains a list of zoning districts where Auto and RV Sales, Vehicle Repair, Commercial Parking Lots, and Self-service Storage are permitted, permitted with a Specific Use Permit (SUP), or permitted with a limitation. Based on the zoning chart, the zoning districts where storage of vehicles could potentially be located are CM- G, CM-E, RCGD, EGC, EGI, IC-E, or IC-G, The Fairgrounds is currently zoned Neighborhood Residential Mixed Use (NRMU) and Neighborhood Residential Mixed Use 12 (NRMU-12), see Exhibit 2. The closest of the zoning districts listed above to the Fairgrounds is CM-G, directly to the south. If the Fairgrounds was to pursue this option, and assuming that a Denton Development Code amendment is approved to allow storage of vehicles in the CM-G, the Fairgrounds would need to apply for a Comprehensive Plan Amendment to go from Existing Land Use to Community Mixed Use Centers. In addition, they would need to apply for a zoning change request from NRMU and NRMU-12 to CM-G. It is important to note that zoning the Fairgrounds to CM-G would create a non-conforming use. The DDC does not list Fairgrounds as a land use in Subchapter 35.5. The closest land use in Subchapter 35.5 that matches the intensity of the Fairgrounds is Major Event Entertainment. Pursuant to Subchapter 35.5, an approved Specific Use Permit (SUP) is required to allow a Major Event Entertainment use in the CM-G. If the Fairground wants to continue its major events and to avoid creating a non-conforming use, the Fairgrounds must apply and obtain approval of a SUP. The alternative is to amend Subchapter 35.5 to permit Major Event Entertainment within the CM-G zoning district. RECOMMENDATION Staff does not recommend this option because of the impact to the residential neighborhoods to the north. Extending CM-G north and introducing a more intense land use is not compatible to the surrounding area. For example, the existing NRMU and NRMU-12 zoning districts do not permit Motels but under the CM-G zoning district classification Motels are a permitted use. As well, the Comprehensive Plan designates this area as Existing Land Use. Per the Comprehensive Plan, new development within this future land use designation should be developed to be compatible with land uses, patterns, and design standards established within the neighborhood. In addition, the Comprehensive Plan recommends that the existing residential neighborhoods be vigorously protected and preserved. If the zoning change to CM-G is approved, the Fairgrounds must apply and obtain approval of a SUP or amend Subchapter 35.5 to permit Major Event Entertainment within the CM-G zoning district to allow the Fairgrounds to continue its major events. Staff does not recommend amending Subchapter 35.5. By amending Subchapter 35.5 to permit Major Event Entertainment within the CM-G zoning district, it will allow Major Event Entertainment uses within all properties zoned CM-G throughout the city. Currently CM-G is located along University Drive, at the corners of McKinney Street and Woodrow Lane, at the corners of McKinney Street and Loop 288, at the corners of Sherman Drive and Loop 288, at the east corners of Locust Street and Loop 288, at the southwest corner of Ryan Road and Teasley Lane, and at the southwest corner of Hickory Creek Road and Teasley Lane. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0177, Version: 1 No prior action/review. FISCAL INFORMATION There is no fiscal impact to the city at this time. EXHIBITS l. Site Location/Aerial Map 2. Existing Zoning Map 3. Future Land Use Map 4. Ordinance 96-171 5. August 6, 1996 City Council Minutes 6. Zoning Chart Respectfully submitted: Brian Lockley, AICP Director of Planning and Development Prepared by: Ron Menguita, AICP DRC Administrator City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� Exhibit 1 Site Location and Aerial Map Legend N m.�.,o.o.o,00e�,,.,o.a..,.A,a.,.,. ,....e.. � e . o.00,o..v�.w.o.�.�.,o.o.o,00.oe.eo. P...aA, �<<�'�' �� C e n te rl i n e W. . E �. a�.:4B.�:�a.�;�P ��.��.a.°;e�o4�.°o.d�k .o�.:.o°�� iiiu��u��C.� .:�.so��.�;°a�,�;o�ma�e;e.a�,:e,;�u�...o� �u�r�� I��iiii iiiiii�i d.o .e, � � m. „o oa �. � � II I , . .o., ... „�:�„„,ra�„�a�N �.„a.. � Parcels s e, . �� Illlllllllll�i�� hI iuuiai¢ir,, o ioo 20o aoo P.,..�. �, a.00a,e..w oek�...�e..,�e� �� P,�o.o,a�..,....o, Exhibit 2 Existing Zoning Map '/�/ ,��` � � �� , �� '�� '�� "� . � „ � � � Exhibit 3 Future Land Use Map '/�/ ,��` � � � �� , �� '�� '�� '� . � „ � � � J \WPDOCS\012D�NTFAIltPA ORD Exhibit 4 ORDINANCE NO ''I AN 4RDTNANCE OF TH� CITY OF DENTON� TEXAS, APPROVING A SPECTFIC USE PERMIT (5-209) FOR OFF STREET REMOTE PARKING� LOCATED ON 11 503 ACRES OF PROPERTY ON THE WEST STDE OF CARROLL BOULEVARD AND NORTH OF THE FAIRGROUNDS, AND CTJRRENTLY ZONED AS MULTIFAMILY-RESTRICTED (MF-R) AND MULTIFAMILY-ONE (MF-1) ZONING DTSTRICT CLASSIFICATTONS AND USE DESTGNATIONS, PROVIDTNG FOR A PENALTY IN THE MAXTMUM AMOi7NT OF $2,000 FOR VIOLATIONS THEREOF, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, North Texas Fairgrounds ini��.ated a request far a Specifa.c Uee Perm�t for oft street remote pax�king on Lo� 11C, Infin�.ty Strata Addition, and which is currently under Multi�am�ly- restr�cted (MF-R) and Multifamily-One {MF-1) zoning d�.s�rict classificat�.ons and uee designations, and WHEREAS, on July 31, 199&, the P1ann�ng and Zon�.ng Commiss�an held a publ�c hear�ng and recommended approval o£ the requested Specifxc Use Permit, and WHEREAS, in accordance with Article III, D�v�s�.an �4, D� CY1�jJ�EZ' 35 af the Code of Ordinances af the City of Dentan, Texas, the C�.ty CounC�.l �inds that al]. of the following condit�ans �xist 1 That �he speca.fic use wi1.1 be compat�.ble with and not in�ur�.ous to the use and en�oyment of other property nor sign�.ficantly diminlsh or impair p�operty val.ues w�.thin the imm�da.ate vica.nity, 2 That the estab��ahment of �he specific use wi11 not impede the normal and orderly developmen� and improvement oE surrounding vacant property, 3 Tha� adequaCe utl7.ities, access roads� drainage and other necessary s�appor��.ng facilities have been or wil.l be provided, 4, Tha des�.gn, locatson and arrangement o� all driveways and parking space� prov�des for the sa�e and convenient movement of vehlcula� and pedestr�an tra�fic without adversely atfecting the general pub�.ic or ad�acent develop- ments, 5 That adequate nu�sance p�evention measures have 'been or will b� �aken to prevent or control o�fansive odor, fumes, dust, noise and vibration, & That direct�.ona1 l�ghting wi�.l be prov�.ded so as not to dxsturb or adversely affect neighboring properties, and 7. That there �s su�iic�ent landscaping and screening to ensure harmony and compatib�lity with ad�acent property; NOW THEREFORE, THE COUNCIL OF THE CITY �F DENTON HEREBY ORDAINS• SE ION I, That spec��ic use permit 5-209 is hereby granted fo� off street remote parking on li 503 acres o� land, legally d�scr�bed as Lot 11C, Infinity Strata Add�tion with the �ollow�ng conditions: 1. No d�rect light�ng of res�dential property 2. No access for vehicle parking to Strata Drive 3. Access for oif street remote pa�king shall only be from the Fairgrounds or the 30 foot easement on the church property adjacent to the Fairgrounds. 4. The Planning and Zoning Commission ar the City Council may at anytime review this specif�.c use permit and amend i�s provis�.ons, revoke, or suspend it x.n accordance with the process of Div�.sion 4, Specific Use Perma.ts of Chapter 35, Code af O�dinances. These amendments, suspens�ons, or revocatians shall not requYre a supe�ma�ority of the council to approve SECTZO�i II. That any person violating any prov�.sion of this ordinance shall, upon convict�.on, be fined a sum not exceeding $2,400.00. Each day that a prov�sion of th�.s ordinance is violated shall constitute a separat� and d�st.�nct offense. SECTT�N zIT._ That this ordinance sha11 become effective fourteen (14) days from the dat� of its passage, and th� C�.ty Secret�ry is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a da�.1y newspaper pub�ish�d �n the City of D�nton, Texas, within ten (10) days of the date of its passage, PASSED AND APPR�VED th�s the �Q� day of , 1��6 JA MYLL�R, MAYOR Paqe 2 ATTEST; JENNIFER WALT�RS, CITY SECR�TARY BY: APP OVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 3 Exhibit 5 City of Denton City Council Minutes August 6, 1996 Page 5 Counci3. Member Krueg�r asked why the City was considering this annexation. Persuad stated that this site was platted and the platting processing triggered an annexation study based on the Subdivision Regulations. That study was done as presented to Council which directed staff to proceed with the annexation process. Consensus of the Council was to proceed with the annexation process. C. The Council held a public hea�ing and considered adoption of an ordinance granting a Specific Use Permit (SUP} for remote off st�eet parking on Lot 11C, Tnfinity Strata Addition. The 11.5 acre lot raas ad j acent ta and north of the Narth Texas �'airgrounds an Carroll Boulevard. (The Planning and Zoning Commission recommended approval, 4-1.) Frank Robbins, Director ior Planning and Deve].opment, stated that this was a specific use permit for off-street remote parking adjacent to the North Texas Fairqrounds. Two replies were received in oppasition to the proposal, The individuals opposed to the proposal were concerned abaut access to Strata. On� condition associated with the speci�ic use permit was that there would be no access to or from the site from Strata. The only access would be the current access which was from the church easement which went from Carroll to the road on the Fairgrounds. There were a number of criteria which had to be met for the specific use permit. The Planning and Zoninq Commission recommended approval because the criteria had been met. Council Member Cott stated that he had had several people on Strata request that there be no exit or entrance on Strata. There was a fear that after the event people wauld speed through the area. Robbins replied that a recommendation from the Planning and Zoning Commission was to not allow the use of Strata. Council Member Young stated that the church did not have any opposition to the use of the easement. Robbins replied correct. The Mayor opened the public hearing. Fred Harper stated that he was in favor of the specific use permit. This would be a convenience for the patrons using the Fairgrounds -- and would provide better control of trucks and t�ail.ers in the area. The area would have security and would relieve congestion in the immediate area of the Fairgrounds. The Fair did not have any desire for an entrance or exit on Strata Street. Carol Ann Ganzer stated that several years ago the Fair had asked for no parking around the Fairgrounds and ad7acent streets. This 33 e 33 � City of Denton City Council Minutes August 6, 1996 Page 6 propasal would help with the parking in the area. The Fair had put much money in trying to be a good neighbor and this was another effort. Pete Luney stated that as a membe�- o£ Central Baptist Church he was in oppositian to the proposal. He did not want the property to be misused. The easement was granted with the understanding that it would be maintained. 4thercaise it would rescind back to the church. He was opposed to the praposal unless the easement was fenced and access would be through the Fairgrounds. Council Member Beasley asked where th� easement was located. James Roden stated that the Fair did not own that property. It was owned by others t�rith a 30' wid� easeznent north of the Fairgrounds fence which was on church pr�pe�tye There was a culvert at the back part of property. The Fair had been parking on that property ior the past 12 years as an attempt to bring vehicles off the street to a conf.ined area. The Fair hired all of the police reserves to assist with the parking. There was a road which came from the front ta the middle of the property. That was done by the landowners themselves. Mayor Miller asked if the church access was used. Roden stated that they never used that access. The vehicles wer� brought into th� Faa.rgrounds and then parked in the area. Mayor Miller stated that there would be two entrances and exits to the property. Roden stated that they never wanted to use that property. Last year they had an agreement with the pastor to park vehicles an th� tront part of the church parking lot. The Mayor closed the public hearing. The following ordinance was considered: NO. 96-171 AN ORDiNANCE OF THE C�TY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT (5-209) FOR OFF STREET REMOTE PARKING, LOCATED ON 11.503 ACRES OF PROPERTY �N THE WEST SIDE OF CARROLL BOULEVARD AND NORTH OF THE FAZRGROUNDS, AND CURRENTLY ZONED AS MULTIFAMILY--RESTRICTED (MF-R) AND MULTIFAMILY-ONE (MF-1) ZQNTNG DISTRICT CLASSIFICATIONS AND USE DESIGNATTONS; PR�VI�ING FOR A PENALTY TN THE MAXZMUM AMOUNT OF $2,000 FOR VIOLATTONS THER�OF; AND PROVIDING F�OR AN EFFECTIVE DATE. Young motioned, Karueger seconded vote, Beasley "aye", Brock "aye", "aye", Biles "aye", and Mayor unanimously. to adopt the ordinance. On roll Cot�t "aye", Krueger "aye", Young Miller "aye". Motion carried City af Denton City Council Minutes August 6, 1996 Page 7 6. Consent Agenda Council Member Young asked about the lease at the Airport. City owned the �and and was leasing the land for farming. The Tozn Shaw, Purchasing Agent, stated that the property was leasEd for crop growing and agricultural purposes on1.y. Brock motioned, Young seconded to approve the Consent Agenda. On roll vote, Beasley "aye", Brock "aye", Cott "aye", Krueger "aye", Younq "aye", Biles "aye", and Mayor Miller "aye". Motion carried unanimously. A. Bids and Purchase Orders: 1. Bid #1869 - Health Insurance 2. Bid #1911 - Refuse Bags 3. Bid #1920 - Distribution Transformers 4. Bid #1921 - Articulated Wheel Loader 5. Bid #�.922 - Construction of 4" Gravity Evers Park 6. Bid #1919 - Lease of Agricultural Land at 7. P.O. #65431 - McNaughton Book Service 'i. Consent Agenda �rdinances Sewer at Airport The Council considered Consent Agenda Ordinances 7.A. - 7.D. Biles motianed, Beasley seconded to adopt the Consent Agenda Qxdinances. On roll vote, Beasley "aye", Brock "aye", Cott "aye", Krueger "aye", Young "aye", Biles "aye", and Mayor Mi11er "aye". Motion carried unanimously. A. NO. 96-172 AN ORDZNANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR THE PURCHASE OF MATERIALS, EQUIPMENT, SUPPLIES OR SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. (5.A.1. - Bid #1869, 5.A.2. - Bid #�911, 5.A.3. - Bid #1920, 5.A.4. - Bid #1921) B. N4. 96-173 AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND PROVIDING FOR THE AWARD OF CONTRACTS FOR PUBLTC WORKS OR IMPROVEMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVZDING FOR AN EFFECTIVE DATE. (5.A.5. - Bid #1922) C. NO. 96-174 AN ORDINANCE AUTHORZZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND TTS FARMING FOR PROPERTY LOCATED AT THE CITY OF DENTON MUNICIPAL ATRPORT, DENTON, TEXAS AND PROVIDING FOR AN EFFECTIVE DATE. (5.A.6. - Bid #1919) 3�� . � � � � � U � � � �� W o N � � � � � � � o ap a �, o � � � � -a w a� O � � � b1J � y�, O O O y� U O `+-' O 0 '� � � � O � � � � '� N '� � � O '� � '(� � II II .-. .-. o ao N N � � � � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0184, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Date: Bryan Langley June 3, 2014 SUBJECT Receive a report, hold a discussion, and provide direction on proposed revisions to the City of Denton Strategic Plan. BACKGROUND In Apri1201 l, the City Council approved the first city-wide strategic plan for the City of Denton. The strategic plan was a product of the input generated from the 2008/2009 Citizen Survey, two City Council Planning Sessions, two Leadership Retreats, and a special appointed Strategic Planning Steering Committee. Following this effort, staff created a Strategic Plan Performance Report. This report was first published in March 2012, and it is updated on a periodic basis as part of the quarterly financial report. This report is sent to the City Council in a hard copy format, and it is also published electronically on the city's website for public viewing. The purpose of the report is to provide staff, the City Council, and the general public with information regarding the city's progress in achieving targeted levels of performance related to our goals and objectives identified in the strategic plan. In September 2013, the City Council approved the FY 2013-14 Strategic Plan for the City of Denton (Exhibit 1). While this document had many new elements, the vast majority of the goals and objectives for the plan were very similar to the original strategic plan approved in 2011. In addition, over the past several months, the city has conducted a number of public forums and discussions regarding the comprehensive plan update, and the results of these discussions need to be incorporated into the strategic direction of the city. In short, the strategic plan needs to be updated to reflect accomplishments and new priorities identified for the community. In January 2014, the City Council participated in a two day retreat to discuss a number of issues, including potential updates to the strategic plan. At the retreat, the City Council expressed general agreement with the strategic plan revisions that were proposed by staff, but the Council requested additional information regarding the specific objectives related to each of the revised goals. Additionally, the Council also requested that staff consider a way for the strategic plan to be condensed into more concise set of goals that could be easily digested by the public. Accordingly, staff is proposing the following key changes to the Strategic Plan: City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0184, Version: 1 ➢ Incorporate the Community Vision Statement developed as part of the comprehensive plan update. ➢ Replace Key Focus Area (KFA) 3(Sustainable Economic Development & Environmental Stewardship) with separate KFAs to promote increased emphasis on Economic Development and Sustainability. ➢ Include an additional goal in KFA 4(Safe, Livable, and Family Friendly Community) to provide greater emphasis on Library, Parks, and other leisure services. ➢ Eliminate KFA 5(Partnerships and Regional Leadership) and incorporate various elements into other KFAs in the strategic plan. ➢ Develop a list of key outcomes and tasks that will be accomplished in FY 2014-15 to support the strategic plan. In Exhibit 2, the proposed revisions to the strategic plan are shown in a"redline" format. Exhibit 3 provides a "clean" version of the revised strategic plan, and the attached PowerPoint presentation (Exhibit 4) provides an overview of the proposed changes to the strategic plan KFAs and related goals. The purpose of this discussion is to solicit City Council feedback on the draft strategic plan revisions. Following this discussion, staff will incorporate the City Council's feedback into a complete document that will be submitted to the City Council for consideration as part of the budget process. EXHIBITS Exhibit 1: FY 2013-14 Strategic Plan Exhibit 2: Proposed Revisions to Strategic Plan (Redline) Exhibit 3: "Clean" version of Revised Strategic Plan Exhibit 4: PowerPoint Presentation Respectfully submitted: Bryan Langley Assistant City Manager City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� � � � �--� � � 0 � O � � V r I M � O N � ca � ca u � � � Q � � � � � � � � O � � � � � Z O � � W � � c Y � v � � � � O � � C � � � 3 � � o _ �, v � o � � �; �s a� � � � �° �_ .� m � v � Y � s� v p v � � � v � � Q w� � Y � v s a .a' � i v o � � ° va � � o � �� N s � 0 � � m � � � � � 0 �a � � Q� V � � � �l � J a--+ a � � � � aJ a--+ � � � � O � � 0 �a � m N a--+ V a--' � .� .V a--+ i a--+ V Q N �i ` Q N s �� V � ` 0 N � � •� � aJ �1 � � � � � 2 w o � � �a � � O � v V fa � � aJ a"' � 'i � � J N � � a , � � � Y O � N � v � �> v � Y � � � W � Z O C� � O W J � � � 0 � V � � � i a--+ � M � � a� v � � N V X w rB � � a--+ � N .� � � i � � � � � � v � L a--+ N _ � L v � � V � � � ��'� ��% ��umra � �i�ll� �"" Ili �� iuuml� �m�' � ��JDby,M ��E r� i� +� uuul�yis � � � Q N � � � � � � � � � � � � � .; � W � � � � � � � Q � 41 i a� � v O � O U W � � � � .� � N � � M � O � � � � � � � � � � � .� L.L � � .� � � rB �� R�� N � � oiiii%' � uuuuuu J IIIIIII � uuum uum C/� { , +:,, .. �fl � � � Q � N i � � � � J � � O .� N � � � � N Q N N � � i � � � � � N N � � � O - � � � � O � � � � � v � N .� O � O � v �6 � ro .'_^ � r6 d v .� � � � N N � 0 � N � � O � V N t H � r6 a � � N r6 t � � ±'' � � `� O � � .N � N > >, in � +' }' � V � � � � O � � � v — � � � � � � V � V � O � � a--' U �Qa� t .� +�-� — O � .3 � � � � O ro � r�6 � a--� Q •� O r6 N � � � V ro ro O O v� � a� � O � � C � O � O c � N a� N � N � N O � � N C � N � v N t N � O � r6 Q .`_^ � � � �6 O � � V � .� O � �v � � � � � � O 3 � � � +, � �> .'_^ � � � � O � '� � �1 � ro � � � � � � .� � � `� � v d t •- V � Q � N � � i1 r�6 �> N }, O � � a w H . . � 0 a-=� r6 � N }, '� ro � V � � O � � O v � � � � � � O � � � � � Q � r6 � o � > � N a--� � � v +� O O N � � V � � N O }' � `^ O N r�'6 � � V o � � N � � N � � � O � Q � � � � V � � � � rO }, "' o � +, N � o v a--� i N � v � � O v }' �j N � �� O •N � N � � J � v � r6 i � � r6 � O .N N .� .O .� .'_^ � r6 a v .� � rO N � � O � N � � 0 � V N t a--� O � � r�6 � � � O N t H l6 � v o• N � � C O � w � O °J .. � � � � L.¢L (6 Y � � � � �6 N i1 � ¢ � "' v v � L.OL t�i1 � Y � � .v N � � � � C � O v N � > � � � X � W � 0 �� o v� � v � ro O � � � +� � V +� N � t � a--� � t � V .- t> � > N � � O ,n � v � � � � � O N � +� � O � N i� � t � � � � � � N �' � � V Q � >> iJ N > � � ra-'6 O � t � — � > v � a� °J _ 0 3 � � �� Q V N i QJ t �6 a--' Q � � � � � 41 � N � V N +-� N •- � � � � O � � � v i N � N � v � � Y tr� � � O v Q ��o3�v � � � N � � � N � � r�6 � � � � p � � i v � v � � � O � � � ?` `� � � � y vUi � � p O (6 � � U � � N i � � � �4J �O ~ V d N � N � � � � � � � N � � � in d � �.°J'Q�`n �v i � � Y � N � a-�-' � � O ; N N� N � �i '� � O t .v >. w >` � N � � N N v � }, �.�� o � � r6 � � �, � t +., � a--� L.L � 41 a--� N � � � � � � � � � Q � � � � N V � � O �� N N i � � N > � � N O � i � i V — QJ � J d Q d ��+�-� i O � 4 0 � Q � a:. 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Goal 1.3: Promote effective internal and external communication Objective1.3.1 Objective 1.3.2 Objective 1.3.3 Maintain on-going staff communication with City Council, Boards, and Commissions Utilize both traditional and non-traditional forms of communication to disseminate accurate information Actively seek feedback from citizens and employees, in order to identify and implement programmatic changes, as appropriate Goal 1.4: Achieve high level of customer satisfaction Objective 1.4.1 Provide exemplary customer service Objective 1.4.2 Ensure all customer interactions are conducted in a professional and courteous manner Objective 1.4.3 Respond to customer inquiries in a timely fashion Objective 1.4.4 Provide convenient methods of conducting business with the City Objective 1.4.5 Seek creative means to help customers achieve their goals Goal 1.5: Utilize technology to enhance efficiency and productivity Objective 1.5.1 Develop information technology systems to automate routine processes Objective 1.5.2 Utilize data analysis to make informed management and operational decisions Objective 1.5.3 Reduce reliance on paper-based systems ��III �.�m ��Illlll�lll��im�� lii�lll°m III��III oim� 'm�oi�m�lll �� oi�m� ��oim�lll ��oim�oi�m�oim� ........................................................................................................................................................�.............�........................�.......................................................................................�I...................................... �I�p�„��u�� ....Q� �. .... �.��uu��uu�', �,�u��ll��.�u� �u�„II� ��...��u��,� ��u ��II �,�„�Il��u�u� ��u��...p ��„�ull��„�u� ��„�u��u�� I�p�„��u�� ....� � .... �.p.:�u�n��.I�u ��u�u�',.�u��ll II��.!°I�II��u��..��„�u��.�� u�� „�u��„u��„�u�u��II..V.. 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Revised June 3, 2014 KFA 2: PUBLIC INFRASTRUCTURE Goal 2.1: Optimize resources to improve quality of City roadways Objective 2.1.1 Manage City street funding based on Overall Condition Index (OCI) methodology Objective 2.1.2 Develop a long-range strategy to transition street funding to achieve the OCI criteria Objective 2.1.3 Improve the design criteria for all dedicated roadways Objective 2.1.4 Maintain an acceptable level of service on all City roadways Objective 2.1.5 Design and construct all capital street projects on a 40-year design life � ::. ....°. .� .......". . .� ....� .....:...................................................... �... �� .��..�....:��a........o- .� .... . �..�.....".."... .... ��...�...� .....:��a. . .� . e. ......". .:��a.... � .:��a.��..�.. �:.q:� �I��u��.....�..� �..�p��,�� II�� c��w�w�� u�w�m ��w��u�� u� Goal 2.2: Seek solutions to mobility demands and enhance connectivity Objective 2.2.1 Coordinate with DCTA to provide effective multi-modal connectivity Objective 2.2.2 Coordinate with TxDOT to maintain and enhance the state road network Objective 2.2.3 Improve walkability/pedestrian access Objective 2.2.4 Encourage and improve bicycle mobility Objective 2.2.5 Enhance aviation infrastructure at the Denton �ii��„p„rvll�„p„rv„i°i�„� Airport �I�ii��fi�� .�.Q� �..�u��,�� II�� I�fillfi�w� �Il��u� ��urv� �fi�� w��urv� �Il�ii��fi�r� �.�.� Ilu��urv�� II�� fi�fi�u��w� c�� xfi��fiu�� urvc��a�� Goal 2.3: Promote superior utility services and facilities Objective 2.3.1 Plan for long-term resource acquisition and development Objective 2.3.2 Assure regulatory compliance and legislative oversight Objective 2.3.3 Protect public health and provide reliable service Objective 2.3.4 Ensure operational and environmental sustainability Objective 2.3.5 Effectively maintain and operate municipal facilities Objective 2.3.6 Develop and support rates to provide funding for strategic objectives Goal 2.4: Manage drainage infrastructure Objective 2.4.1 Require new drainage infrastructure to design 100-year flood protection, based on fully developed conditions Objective 2.4.2 Rehabilitate existing drainage system in compliance with 100-year flood protection criteria Objective 2.4.3 Develop funding mechanism to rehabilitate inadequate drainage system components over a 20- year period Objective 2.4.4 Require finished floor elevation certification on studied and unstudied drainage basins Objective 2.4.5 Maintain street sweeping in compliance with municipal good housekeeping management practices associated with storm water regulations Goal 2.5: Develop Capital Improvement Program (CIP) based on community needs Objective 2.5.1 Manage existing and future infrastructure needs to meet projected growth trends Objective 2.5.2 Develop and implement financing plans for identified infrastructure needs Revised June 3, 2014 KFA 3: �..� �� '��'—ECONOMIC DEVELOPMENT�.dIP.'�.�'�...�' d�'.�.114.�.�d�'..II6�.III'l.11p.�:�°:,�.�..��°:�'.��.III'��.III'1�.�.��.II4.IIG� °� .. ...: ...:....m.... � . ... . �. ��...:�. m .. .... : ...... .'. �. . ��.. . ... ... . �. . ........ .... .'... m. �. .'. �. . �� .. . . ::. ��.... .... . . ... .. m. .. . ...:". .:". ��.� �� m ��oi��,� �,m�� Ill��oi�� oi�� oi��oi�� oi�ui�ui�..� �I��.�.��u�� .�..�. .... ��.p�� w�I��.urv.��m�u�,�i°i.�.� �II��.w� �I��.�.��u�� .�..� ... �.��a��...��u�,�.��w�m �u�.p��u��.u�,��w�u�,..�ll��u�, �.��..�..��..� �I��.�".��II��" �.°,�..� .... �°P..II'(311i�"1T1��.�Ili�"1u��"�...�uIIT1��.II1!�II��1��II...��u:d��."�"Q^�u IIII1! u�.�u�u�"�u�u�.pli.(� ��"�,"�^.II(3��1f��.{I1!� II�II(3.II.��.� �I��.�".��II��" �.°,�..� .... �°P..II'�"�uQ^II."�r�". u:dII1!�� II�°u:dll��u:dll��. ��"��T1�".�.0 "��"��°��LPII �"�u u�.�� .�.��"Q^ �II1! ��Q^II1!�T1°�� I��.�".��II��" �.°,�..�"T .... �.{Ili�(3�� u�.��" Q^II1!"�".�.�"T1��1�.�".��u:dll�� "�.�LP"��u��ll1!u:d.l�ll�" �;�.�"."�"Q^II(3��II�.Q^II1!�M �°��°�u�ll1!�"�u�uM..u�� °��u�ll"�LIIG°��T1111! 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Vuu6uimi � � � � � V � � � i 4) � � 4) � � � i � � � � � � � � � � � � � � .� � � . � � ._ 4) � � � O � � 0 N .� � � N � � s � O O � N � � N � N � � V � � � � � � � � � � � � N � N � � s � V � � s m 3 ��;,�,,,,�,�� 4) � � � � � � .- � � V � � N � N ._ 0 I � � � 4) � � . N � V O � � � .- � � � V � � � � L � N O � ._ N � .� � � a� � � � � � �V � � � � � � � �N i � i � � � L � � ._ � � � � � � � � . N � V � i � � � � � � � � � � � � N � �V � 0 V V � � � i � t/� 3 4) � O � � .- � � O � � L � � .- � � V I � � � � � � a� � . � � � � � O N � L.L L � � � � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0215, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Date: Bryan Langley, Assistant City Manager June 3, 2014 SUBJECT Receive a report, hold a discussion and give staff direction regarding City Council committee nominations and City Council board appointments. BACKGROUND Members of the City Council serve on designated standing committees to assist with the development of policy. The committee assignments are reviewed annually by the City Council to allow the opportunity to make adjustment if necessary. The attached information provides a brief description of each Council committee, a listing of current assignments and a Council preference chart. Council also has members on the Economic Development Partnership Board (EDP), the Downtown Tax Increment Financing Reinvestment Zone 1 Board (TIF) and the Tax Increment Reinvestment Zone 2 Board (TIRZ). To aid the Council in making appointments to the EDP Board, a three member nominating committee consisting of two City Council members and one Chamber of Commerce member is appointed by Council. The Nominating Committee presents a slate of Board nominees for City Council approval. The makeup of the Board is noted in Exhibit 4. The EDP Board members are also the members of the TIRZ Zone 2 Board. The makeup of the TIRZ Board is noted in Exhibit 5. The seven members of the Downtown TIF are appointed by Council. The makeup of the Downtown TIF is noted in Exhibit 6. Any changes made to the current assignments during the Work Session will be noted prior to consideration at the regular meeting. EXHIBITS Exhibit 1- Current Membership List Exhibit 2- Council Preference Chart Exhibit 3 - Committee Narrative Exhibit 4- Economic Development Partnership Board membership Exhibit 5- Tax Increment Reinvestment Zone 2 Board membership City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0215, Version: 1 Exhibit 6- Downtown Tax Increment Financing Reinvestment Zone 1 Board membership Respectfully submitted: Jennifer W alters City Secretary City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� COUNCIL COMMITTEE ASSIGNMENTS 201 3-2014 COMMITTEE MEMBERS Agenda Burroughs Kamp Airport Committee Engelbrecht Kamp [Staff Liaison - Quentin Hix] Hawkins Audit/Finance King Hawkins [Staff Liaison - Chuck Springer] Roden Committee on Citizen Engagement Engelbrecht Gregory [Staff Liaison - Alison Ream] Roden Council Appointee Performance Review Engelbrecht Kamp [Staff Liaison-Carla Romine-Haggmark] Burroughs Mobility Kamp Roden [Staff Liaison - Mark Nelson] Gregory Environment Engelbrecht Kamp [Staff Liaison - Katherine Barnett] Gregory Ethics Engelbrecht Roden [Staff Liaison - Anita Burgess] Gregory Hotel Occupancy Tax Gregory Hawkins [Staff Liaison - Randee Klingele] Kamp EXTERNAL CommunityJustice Roden Convention and Visitors Bureau Engelbrecht Roden King Dallas Regional Mobility Coalition Kamp Lake Ray Roberts P&Z Engelbrecht North Texas Commission Burroughs Regional Transportation Council Kamp Texas Municipal Power Agency Watts AD HOC Development Code Review King Burroughs Engelbrecht Property Maintenance Code Committee Engelbrecht Roden King COUNCIL BOARD COMMITTEES Economic Development Partnership Burroughs Board Gregory Downtown TIF No. 1 Kamp King TIRZ No. 1 Burroughs Gregory COUNCIL COMMITTEE CURRENT/PREFERENCES COMMITTEE Current Preferences Agenda Vacant (Burroughs) Watts Vacant (Kamp) Mayor Pro Tem Airport Committee Hawkins Hawkins Engelbrecht Engelbrecht Vacant (Kamp) Johnson Audit/Finance Roden Roden Hawkins Hawkins Vacant (King) Watts Ryan Committee on Citizen Gregory Gregory Engagement Roden Roden Engelbrecht Engelbrecht Ryan Council Appointee Performance Vacant (Burroughs) Gregory Review Engelbrecht Engelbrecht Vacant (Kamp) Watts Mobility Gregory Gregory Roden Roden Vacant (Kamp) Ryan Johnson Environment Gregory Gregory Engelbrecht Engelbrecht Vacant (Kamp) Ethics Gregory Gregory Roden Roden Engelbrecht Engelbrecht Hotel Occupancy Tax Gregory Gregory Hawkins Hawkins Vacant (Kamp) Watts Ryan Johnson EXTERNAL Current Preferences Community Justice Roden Roden Convention and Visitors Bureau Roden Roden Engelbrecht Engelbrecht Vacant (King) Ryan Johnson Dallas Regional Mobility Vacant (Kamp) Coalition Lake Ray Roberts P&Z Engelbrecht Engelbrecht North Texas Commission Vacant (Burroughs) Regional Transportation Vacant (Kamp) Johnson Council Texas Municipal Power Agency Watts Watts AD HOC Current Preferences Development Code Review Engelbrecht Engelbrecht Vacant (Burroughs) Ryan Vacant (King) Johnson Property Maintenance Code Roden Roden Committee Engelbrecht Engelbrecht Vacant (King) Ryan COUNCIL BOARD Current Preferences COMMITTEES Economic Development Gregory Gregory Partnership Johnson (Chamber Watts Representative) Roden Vacant (Burroughs) Johnson (Chamber Representative) Downtown TIF No. 1 Vacant (Kamp) Roden Vacant (King) Westpark TIRZ No. 2 Vacant (Burroughs) (EDP Board serves as members) CITY COUNCIL COMMITTEES AGENDA COMMITTEE The Agenda Committee was established by Ordinance 96-085 and was originally composed of the Mayor, one other member of the City Council selected by the Council, and the City Manager. This ordinance was amended by Ordinance 2001-204 to increase the number of Council Members on the Committee to two to be selected by the Council. Ordinance 2004-182 changed the council representation to the Mayor and Mayor Pro Tem. Ordinance 2006-175 amended the representation to include the Deputy Mayor Pro Tem. Ordinance 2008-159 returned the number of council members on the Committee to two. The Agenda Committee reviews and approves each agenda. A UDIT AND FINANCE COMMITTEE The Audit Committee was started in 1992 with formal enactment in 2005 by Resolution R2005- 052. Resolution R2006-013 superceded R2005-052 and formally established the Audit Committee as a standing council committee. The Committee consists of the Mayor and two council members. The City Manager and Internal Auditor are ex-officio members. The purpose of the Audit Committee is to provide governance and oversight of the city's audit activities, internal controls and financial and operational reporting. COMMITTEE ON CITIZENENGAGEMENT The Committee on Citizen Engagement was established by Resolution R2012-026. The Committee is composed of three Council Members appointed by the Mayor and approved by the Council. The City Manager and/or his designee provide guidance and assistance to the Committee. The duties and purpose of the Committee is to provide advice to the Council and/or staff regarding the timely distribution of accurate and complete information to Denton citizens and devise methods of engaging Denton citizens in the various processes of city government. COMMITTEE ON THE ENVIRONMENT Resolution R2005-040 establishes this committee as a standing committee of the Council. The Committee is composed of not less than three or more than five city council members appointed by the Mayor and approved by the City Council. The Assistant City Manager for Utilities is an ex- officio member. The Committee will consider Denton's stewardship, management, and conservation of environmental issues, environmental resources and any related matters. COMMUNITY JtTSTICE CO UNCIL The Community Justice Council is established according to Chapter 76 of the Texas Government Code. That Chapter indicates that a Justice Council has to be established as a prerequisite to establishing a community corrections facility. The Community Justice Council provides continuing policy guidance and direction for the development of criminal justice plans and community correction facilities and programs and conditions of community supervision. Among the members of the Justice Council is a council member of the most populous municipality in the County that the facility will serve. CONVENTIONAND VISITOR BUREA U The Denton Convention & Visitor Bureau was initiated in 1976 by the Denton Chamber of Commerce to promote events and attractions, provide hospitality education, and ensure a positive experience to Denton visitors. It operates via an agreement between the City of Denton and the Denton Chamber of Commerce. The Bureau consists of an Advisory Board that makes recommendations to the Chamber of Commerce Board of Directors. According to the Convention and Visitor Bureau, the Chamber Board of Directors appoints the Chair of the Advisory Board. The members of the Advisory Board are selected at the discretion and invitation of the Chair. COUNCIL AIRPORT COMMITTEE Resolution R2011-009 established the City Council Airport Committee as a standing committee composed of three city council members appointed by the Mayor and approved by the City Council. The City Manager or designee provides guidance and assistance as needed. The duties and purpose of the Committee is to review, consider and make recommendation to the Council on: the Airport Business Plan and Airport Master Plan; any airport infrastructure improvement or other major project impacting the airport; the acquisition, review, and consideration of grant funding for the airport, contracts and leases of airport property, including recommending appropriate terms to the City Council; long term financial planning and budgetary issues affecting the airport, issues raised as a result of interface between citizens, airport tenants, or other interested parties, and members of the Council subcommittee regarding airport related issues; and other airport matters as may, from time to time, be assigned by the City Council or requested by the City Manager or designee. COUNCIL APPOINTEE PERFORMANCE REVIEW COMMITTEE Resolution R2004-020 established the Council Appointee Performance Review Committee as a standing committee. The Committee is composed of three council members with the Director of Human Resources as an ex-officio member. The duties of the Committee include the ongoing performance review of council appointees and appointee's job descriptions in order to make recommendations to the Council to assist Council in evaluating the job performance of the council appointees. COUNCIL ETHICS COMMITTEE Established by Ordinance No. 2004-255, the Council Ethics Committee consists of three city council members with a citizen member with expertise in government ethics as an ex-officio member. The City Attorney or his designee serves as legal advisor to the Committee and the City Secretary or her designee serves as the recording secretary to the Committee. The committee advises the City Council on the Ethics Policy and gathers information from citizens regarding any aspect of the Ethics Policy. COUNCIL MOBILITY COMMITTEE Resolution R2005-041 established the Mobility Committee as a standing committee. The Committee is composed of four council members. The chair of this committee is the automatic representative to the Dallas Regional Mobility Coalition and the Regional Transportation Council. The purpose of the committee is to consider local and regional transportation issues and provide staff direction as necessary. DALLAS REGIONAL MOBILITY COALITION In 1997, the City of Denton entered into an interlocal agreement with the Dallas Regional Mobility Coalition for the purpose of examining all issues related to and recommending transportation improvements and other related actions for the portion of the Dallas Metropolitan Area served by District 18 of the Texas Department of Transportation. The Executive Committee administers and governs the affairs of the Coalition. It consists of seven members, one each from the cities of Carrollton, Garland, Grand Prairie, Irving, Mesquite, Plano and Richardson being either the Mayor or another elected official designated by the City Council; four members, designated by the Mayor of Da]las, being either two or three elected officials from the City of Dallas and one or two community leaders who are non-elected officials; four members, one each from Collin, Dallas, Denton, and Ellis County, being either the County Judge or another elected official designated by the County Judge; elected officials from those cities not represented in either of the first two categories; one community leader (non-elected official) appointed by the Dallas County Judge; four ex-officio members being the Texas Department of Transportation District 18 District Engineer, the Executive Director of the Texas Turnpike Authority, the Executive Director of the Dallas Area Rapid Transit Authority, the Staff Director of the Regional Transportation Council; and one business leader (non-elected official) appointed annually by the Legislative Coalition of the Da]las Area Chambers of Commerce. Based on Denton's population, one Executive Committee seat is available to be filled by the Mayor or another elected official. Currently, the Mayor has asked a council member to serve as the City's designee to the Coalition. DEVELOPMENT CODE REVIEW COMMITTEE (AD HOC) The minutes of the Council meeting of October 2, 2007 established this Committee. Membership consists of two or three council members and two or three Planning and Zoning Commission members. The purpose of the Committee is to review proposed amendments to existing development criteria, as well as recommend changes to the Denton Development Code. HOTEL OCCUPANCY TAX COMMITTEE Started in September 1994, the Hotel Occupancy TaY Committee does not ha�e any formal enabling document. The Committee was started at the request of the then current Council to monitor the allocation and use of the hotel occupancy taY and make recommendations to the full Council to ensure that the taY was being used to promote tourism and the hotel and convention industry. The original membership resulted from council members who were interested in the issue at that time. There is no set number of Council members who can serve on this committee. LAKE RAYROBERTS PLANNING AND ZONING Enacted by S.B. 209, the Lake Ray Roberts Planning and Zoning consists of 3 residents of affected precincts who own land in the County appointed by the County Judge, one resident of each commissioners precinct that is affected appointed by the County Commissioner for that precinct, and the Mayor or a designee that includes any part of the lake area in the county. NORTH TEXAS COMMIS,SIONMEMBERSHIP Founded in 1971, the North Texas Commission is a regional non-profit organization of businesses, cities, counties, chambers of commerce, economic development entities and higher education institutions in the North Texas Region. North Texas Commission membership provides the resources to carry out programs that benefit the entire region. Any North Texas business, city, county, chamber of commerce, economic development entity or higher education institution may join the North Texas Commission. The City's membership in the Commission provides for two members — currently the City Manager and Mayor. C:\Users\GRANIC-1�AppData\Local\Temp\BCL Technologies\easyPDF 7\@BCL@2005A7D0\@BCL@2005A7DO.doc PROPERTYMAINTENANCE CODE COMMITTEE (AD HOC) The minutes of the Council meeting of October 2, 2007 established this Committee. Membership consists of three council members with the purpose to evaluate code-related issues being studied and policy initiatives that may result from such analysis. REGIONAL TRANSPORTATION COUNCIL Since 1974, the North Central Texas Council of Governments has served as the Metropolitan Planning Organization (MPO) for the Dallas-Fort Worth Metropolitan Area. The Regional Transportation Council (RTC) is the policy body for the MPO. The RTC consists of 37 members, predominantly locally elected officials, overseeing the regional transportation planning process and project selection. The City of Denton has one representative on the RTC. TEXAS MUNICIPAL POWER AGENCY The Power Sales agreement dated September l, 1976 designated two representatives from the City of Denton to serve on the Board of Directors. The members serve two year terms. \\codadldepartmenls\legallour documentslordinances\13\edp amendment.doc OR.DINANCE NO, 2014-��9 AN ORDINANCE AMENDING ORDINANCE NO. 2003-258, AS AMENDED BY ORDINANCE .2011-042, RELATING, TO THE ECONOMIC DEVELOPMENT PARTNERSHIP BOARD ("THE BOARD") TO ADD TO THE MEMBERSHIP OF THE BOARD; REPEALING ALL CONFLICTING ORDINANCES AND PORTIONS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas has determined that due to the impact that economic development has upon the school district, it is in the public interest to modify the membership of the Economic Development Partnership Board to include participation of the Denton Independent School District; and WHEREAS, the Economic Development Partnership Board has a proven track record of effectiveness in the City of Denton with regard to reviewing and making recommendations to the City Council concerning economic development within the community; and WHEREAS, the Economic Development Partnership Board has proven particularly adept in the recruitment of business and development in the community; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1, Article IX. Sec. 2-251 of Ordinance No. 2003-258 is hereby amended as follows:� � ARTICLE IX. ECONOMIC DEVELOPMENT PARTNERSHIP BOARD Sec. 2-251. Creation, Members, Quali�cations, and Tenure. A. There is hereby created a City of Denton board entitled the Denton Economic Development Partnership Board (the "Board"). The Board shall consist of nine members. The seven board members currently serving shall ��v� �� ri�„a�� .��i. �v�� z��"_ �� described in Sea 2-251 C.(5) below, shall be ��p�c�intcr� t�r ��rv� ��r�tr� �1�� :'i�� '��t��4 s��ll, make its 2012 board appointments. The membc��, �� es�a��l�� i:r� ��. �� 1�.��) b�i.�� 1�. be appointed to serve until the City Council shall �°�� iti� �C�� i�aaa�z°d ��ai��x'��a�t�w '��"��"� five members shall be appointed for a two-year term in the even numbered years and four members shall be appointed for a two-year term in the odd numbered years. No member shall serve more than three consecutive terms except for the President of the University of North Texas ("LTNT"), or his designee, who may serve unlimited terms. B, The Board members shall be appointed by the City Council and shall serve at the City Council's pleasure. To aid the City Council in making appointments to the Board, the City Coun.cil will appoint two City Council members and one Chamber of Commerce ("Chamber") member to act as a nominating committee (the "Committee"). The Committee members are qualified for appointment to the Board. The Coznmittee will solicit nominations, contact nominees to relate duties and responsibilities and to confirm willingness to serve. The Board will solicit recommendations from the Chamber Board of Directors and the President of UNT. After evaluating the recomznended nominees the Committee will present to the City Council a slate of Board nominees for City Council approval, C. Notwithstanding anything contained herein to the contrary the membership make- up of the Board shall consist of the following 1. Two members of the Board shall be City Council members at the time of their appointment to their original term. They may serve out all three terms, even if they are no longer members of the City Council after the original appointment as long as they continuously serve throughout the three terms. They must be residents of the City of Denton. 2. Two members of the Board shall be members of the Chamber Board of Directors ("Chamber Board") at the tizne of their appointment to their original term. They may serve out all three terms, even if they are no longer members of the Chamber Board after the original appointment as long as they continuously serve throughout the three terms. They must reside or work in the City of Denton. The Chamber Board will recommend the two nominees for consideration by the Committee and approval by the City Council. Two members will be, or be employed by, a top twenty City of Denton ad valorem or sales tax payer. Such members must reside or work in the City of Denton. 4. One member will be the President of LJNT or a UNT faculty or staff member designated by the President. Such member need not reside in the City of Denton and is not restricted to the three term limits. However, such member must be appointed by the City Council for each term. One member will have knowledge or experience in general aviation- related matters and shall have no financial interest in matters at the Denton Municipal Airport. This member must reside or work in the City of Denton. 6. One m.ember will be a citizen of the City of Denton who, in the discretion of the City Council, has specific knowledge skills and abilities to assist in all or any one of the functions and responsibilities of the Economic Development Partnership Board. 7, The City Manager, the President of the Chamber, and the Superintendent of the Denton Independent School District will serve as ad hoc non-voting members of the Board. Page 2 SECTION 2. Sec. 2-254 is amended to add a section F. as follows: Sec. 2-254. Duties and Responsibilities of the Board. F. The Board will review, consider and make recommendations to the Denton City Council regarding Airport Branding and Marketing to support the implementation of the Denton Airport 2010 Business Plan. The Board will review, consider and tnake recoznmendations to the Denton City Council regarding Denton Municipal Airport incentive polices, as assigned by the City Council or requested by the City Manager, and will act as a recommending body to the City Council for specific airport economic development incentives, as assigned by the City Council or requested by the City Manager and permitted by City and State law. SECTION 3. This Ordinance amends Ordinance No. 2003-258 and Ordinance 2011-042 supercedes and repeals any provision of that ordinance, or any other, in conflict herewith. SECTION 4. approval. This Oxdinance shall become effective immediately upon its passage and PASSED AND APPROVED this the ATTEST: JENNIFER WAL I: �. u CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � BY. ;� ��. � �� .�.r�'�.�' �...._. Page 3 s:llegsl\our documents\ordinan�esU4ltirz ord.doc ORDINANCE N0, 2�14-039 AN ORDINANCE AMENDING ORDINANCE N0. 2012-366 BY ESTABLISHING TERM LIMITS FOR THE BOARD OF DIRECTORS FOR TAX INCREMENT REINVESTMENT ZONE NUMBER TWO CONCURRENT WITH THE TERMS OF THE ECONOMIC DEVELOPMENT PARTNERSHIP BOARD; REPEALLING ALL CONFLICTING ORDINANCES AND PORTIONS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 18, 2012, the City Council of the City of Denton, Texas, (the "City"), adopted Ordinance No, 2012-366, which designated and described the boundaries of a TIRZ Number Two; established the duration of the Zone; established a Tax Increment Fund and established a Board of Directors for the Tax Increment Reinvestment Zone; an.d WHEREAS, it is deemed p�oper to establish term limits concurrent with the Economic Development Partnership Board; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Subsection a. and b. of Section 4 of Ordinance No. 2012-366 is amended as follows: �� a) The Board of Directors shall consist of eleven (11) members, nine (9) of whom shall be m��itt�� t�� City Council of the City, All metnbers appointed to tha� %��w�� :�k��ll �z��,t the eligibility requirements set forth in the Act. Board i��:��i�� consist of the following: 1. The nine members of the Economic Development Partnexship Board ("EDP"); and 2, One member shall be appointed by the governing body of Denton County; and 3, One member shall be appointed by the "Developer," Rayzor Investments, LLP, b) The terms of the board members shall be two-year terms; the nine (9) members appointed by City .Council will serve terms concurrent with their EDP terms. A board member may serve no more than three consecutive terms. SECTION 2, All of the other provisions o£ Ordinance No. 2012-366 remain in full force and effect. SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. s:\legal\our documents\ordinances\14\tirz ord.doc SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. �� PASSED AND APPROVED this the y4� . day o£M��_4��`�..._.�._.Y��.> 2014. � � , � � �� _��MAY.. ,,,.,__......,n fl'��. �. .�.��f��.1�s� �� , OR ATTEST: JENNIFER WALTERS, CITY SECRETARY . � �� BY: �: � ��_� �� ,�� ..,,,,_... ,r��'�� :��1:� �H � �"�� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �.,, ��.�� .r� � , B : �� ,� � .� � �. . --- ..� �,,r Page 2 Oedinance DesiQnaki� T1RZ Ci��! of penton. Texas s;llegallour documentslordinances\101tif ordinance.doc Tax Increment Financing Reinvestment Zones within the City, according to the most recent appraisal rolls of the City, does not exceed 15 percent of the current total appraised value of taxable real property in the City and in the industxial districts created by the City, if any. fl The proposed Tax Increment Financing Reinvestment Zone does not contain zx�ore than 15 percent of the total appraised value of real property taxable by a counTy. g) The improvements in the Tax Increment Financing Reinvestment Zone will significantly enhance the value of all taxable real property in the Tax Increment Financing Reinvestment Zone. h) The development or redevelopment of the property in the proposed Tax Increment Financing Reinvestment Zone will not occur solely through private investment in the reasonably foreseeable future. SECTION 3. The City hereby creates a Tax In.crement Financing Reinvestment Zone over the area described in Exhibit "A", attached hereto and depicted in the map attached hereto as Exhibit "B", and such Tax Increment Financing Reinvestment Zone shall hereafter be identified as the Tax Increment Financing Reinvestment Zone Number One, City of Denton, Texas, (and also known as the "Downtowrx Denton Tax Increment Financing Reinvestment Zone", the "Zone", or the "Tax Increment Financing Reinvestment Zone"). SECTION 4. There is hereby established a board of directors for the Zone, which shall consist of seven (7) members. The board of directors of Downtown Denton Tax Increment Financing Reinvestment Zone shall be appointed as follows: a) Seven (7) members shall be appoznted by the City Council as provided herein within sixty (60) days of the passage of tk�is ordinance or within a xeasonable time thereafter. All members appointed to the board shall meet the eligibility requirements set %rth in the Act. The governing bodies of tl�e other taxing units that levy taxes on real property in the Downtown Denton Tax Increment Financing Reinvestment Zone have chosen not to pay any of their taxes into the Tax Increment Fund and have waived their right to appoint mena.bers. Board membership shall consist of the fallowing: 1. Two mernbers shall be City Council members, 2. Two members shall be either property owners of property located within the Tax Increment Reinvestment Zone or residents whose primary residence is located within the Tax Increment Reinvestment Zone. 3. Two members shall be either business owners of businesses located within the Tax Increment Reinvestment Zone or a member of the Denton Chamber of Commerce Board of Directors. 4. One member shall be a qualified voter of the City of Denton. b) The terms of the board members shall be two-year terms. A board member may serve no more than three consecutive terms. At the first meeting of the Board of Directors, the board members will draw lots to establish the staggering of tez�s with three of the Page 3 s;Uegallour documentslordinances\101tif ordinance.doc board members serving an initial tertn of one year. The City Council shall designate a member of the board to serve as chairman of the board of directors, and the board shall elect from its members a vice chairman and other officers as it sees fit. c) The board of directors shall make recomrnendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and Tax Tncrement Financing Reinvestment Zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess a11 powers necessary to prepare, i�;aa�plement and monitor such project and financing plans for the Tax Increment Financi�ng Reinvestment Zone as the City Council considers advisable including the submission of an annual report on the status of the Zone. Any powers not herein delegated to the boaxd of directors are specifically reserved to the City Council. SECTION 5. The Zone shall talce effect immediately upon passage of this ordinance, and the termination of the Zone shall occur on Januaxy 1, 2039, or at an earlier time designated by subsequent ordinance of the City Council in the event the City detennines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment bonds, if any, and the interest thereon, have been paid in full. The base tax value within the Zone is established as of January 1, 2010. SECTION 6. The Tax Increment Base for the Zone which is the total appraised value of all taxable real property located in the Zone, is to be determined as of December 31, 2010, the year in which the Zone was designated a Tax Increment Financing Reinvestment Zone. SECTION 7. Pursuant to Section 311.013(I) of the Tax, Code, the City hereby determines that the following portions of the tax increment produced by the city of Denton shall be paid into the tax increment fund for the reinvestment zone: Years 1— 5 100% Years 6 —10 95% Years 11 — 20 90% Years 21 — 30 85% SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone which may be divided into such sub-accounts as may be authorized by subsequent resolution or ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the Ta�c Increment Fund pursuant to the Act, are to be deposited. The Tax Incrernent Fund an.d any sub-accounts are to be maintained in an account by the City and sha11 be secured in the manner prescribed by law for funds of Texas cities, In addition, all revenues from the sale of any taac increment bonds and notes hereafter issued by the City, revenues from the sale of any property acquired as part of the tax increment financing plan and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or sub-account from which money will be disbursed to pay project costs for the Zone or to satisfy the claims oi holders of tax increment bonds or notes issued for the Zone, SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unez�#'orceable, the invalidity or unenforceability of such Page 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0182, Version: 1 DEPARTMENT: Finance CM/ ACM: Date: SUBJECT Bryan Langley June 3, 2014 Legislation Text Agenda Information Sheet Receive a report, hold a discussion, and give staff direction regarding project recommendations from the Citizens Bond Advisory Committee for the November 2014 bond election. BACKGROUND On November 19, 2013, the City Council formally created a Citizens Bond Advisory Committee to provide recommendations on projects to be considered in a November 2014 bond election. The Council appointed fifty -one (51) members of the public to serve on the Committee, and Mr. Tim Crouch and Mr. Randy Robinson were appointed as Co-Chairpersons of the Committee. The Council established a formal charge for the Committee, requesting that the Committee focus on existing facilities, infrastructure, drainage improvements, and the downtown area. The Council charged the Committee to specifically consider the reconstruction of Fire Stations No. 3 and No. 4 and $12 million to fund reconstruction of City streets. The Council also asked that the Committee consider including funding for Public Art in accordance with the Public Art Policy approved by the Council in 2013. The Committee convened twelve meetings to discuss the various projects under consideration for the 2014 bond program. The Committee created three subcommittees to explore various service areas in more detail: Transportation (including drainage), Leisure Services, and Public Facilities. The Subcommittees conducted tours of various project sites on March 17, 25 and 29. The Committee also solicited public input through a series of four community meetings held throughout the City on January 22, January 25, January 27 and February l, 2014. The Committee published an email address and phone number to receive suggestions and comments, and all agendas and minutes were published on the City's website. After extensive review of staff proposals and citizen recommendations, the Committee voted on May 27 to formally recommend projects to the City Council for consideration, including funding for Public Art projects. The purpose of this item is to provide an opportunity for the Citizens Bond Advisory Committee to present their project recommendations to the City Council. Exhibit 1 provides a detailed summary of the recommended City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0182, Version: 1 projects. Exhibit 2 provides a PowerPoint presentation which summarizes the process and recommendations of the Citizens Bond Advisory Committee. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 7, 2013, the City Council discussed the proposed 2014 Bond Program and received a presentation from City staff regarding the initial project list. The City Council recommended a fifty (50) member Citizen Bond Advisory Committee with seven appointments by each council member and a committee chair. On November 5, 2013, the City Council discussed the proposed bond election and appointed members to the Citizen Bond Advisory Committee. On November 19, 2013, the City Council approved a resolution creating a Special Citizen Bond Advisory Committee and appointed members to the Committee. On December 3, 2013, the City Council appointed members to the Citizen Bond Advisory Committee. On December 10, 2013, the City Council appointed members to the Citizen Bond Advisory Committee. The Citizen Bond Advisory Committee met on the following dates to discuss recommendations for the 2014 bond program: December 19, 2013 January 6, 2014 January 21, 2014 February 10, 2014 February 24, 2014 March 3, 2014 March 17, 2014 March 31, 2014 April 14, 2014 Apri128, 2014 May 12, 2014 On May 27, 2014, the Citizen Bond Advisory Committee voted to make a formal recommendation to the City Council regarding the 2014 bond program. EXHIBITS Exhibit 1: Summary of Recommended Projects Exhibit 2: PowerPoint Presentation Respectfully submitted: City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0182, Version: 1 Bryan Langley Assistant City Manager Prepared By: Alison Ream Interim Director of Administrative Services City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� w w ,+�� 0 U i � N � � � Q � WO m N C w U a � O N O U 16 O H N � i=� �6 7 � 7 U d N � "" 16 y U Q •Q. 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0189, Version: 1 AGENDA INFORMATION SHEET SUBJECT Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and 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 eminent domain proceedings against certain real property interests located in the S. McCracken Survey, Abstract Number 817, in the City of Denton, Denton County, Texas, being 2.912 acres and 0.040 acre tracts of land for electric easements, and being 1.160 acre and 0.048 acre tracts of land for temporary construction easements, all located generally north of Loop 288, along Sherman Drive, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities and structures. Consultation with the City's attorneys regarding legal issues associated with the potential proceedings against 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange TransmissionLine Upgrade Project: Parcel C6 - Tony A. Riley [ID 14- 0186], and Parcel C7 - Sel Sherman Drive, LLC) [ID 14-0187] City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0190, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and 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 eminent domain proceedings against certain real property interests located in the T. Toby Survey, Abstract Number 1288, in the City of Denton, Denton County, Texas, being a fee interest in land, regarding a certain 2.493 acre tract of land located generally south of Beall Street and west of North Locust Street, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities, and structures, as well as substations. Consultation with the City's attorneys regarding legal issues associated with the potential proceedings against 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project: Parcel C13 - North Locust Properties, LLC) [ID 14-0188] City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0207, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and 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 acquisition of and potential eminent domain proceedings against certain real property interests located in the M. Forrest Survey, Abstract Number 417, in the City of Denton, Denton County, Texas, being a fee interest in land, regarding a certain 10.372 acre tract of land located generally north of Blagg Road and east of Geesling Road, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines facilities, structures, and substations. Consultation with the City's attorneys regarding legal issues associated with the acquisition of land potential eminent domain proceedings against 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. (Denton Municipal Electric Arco Substation Project) [ID14- 0191] City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0172, Version: 1 Agenda Information Sheet SUBJECT Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; and Consultation With Attorneys - Under Texas Government Code, Section 551.071. Receive further competitive public power, financial and commercial information from Denton Municipal Electric ("DME") staff regarding the procurement, acquisition, integration and implementation of ERCOT Shadow Settlement Software in its Energy Management Organization relating to its power purchase operations, which includes bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas bids, prices, offers, and related services for purposes of supporting the Energy Management Organization of the Power Supply Administration of DME; discuss, deliberate, provide staff with direction, consider and take final action on the Master Customer Agreement and any and all ancillary Agreements pertaining thereto. Consultation with the City's attorneys regarding legal issues associated with the above acquisition 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; Consider an ordinance of the City Council of the City of Denton, Texas providing for, authorizing, and approving the execution by the City Manager of a"Master Customer Agreement" by and between the City of Denton, Texas and Ventyx, Inc., a Delaware Corporation, further authorizing and approving the execution of such other ancillary and related documents, including without limitation, licensing agreements and statements of work related to the Master Customer Agreement by the City Manager or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, Texas, its Mayor, its City Council members, its City Manager, its City Attorney, and their respective designees, shall be authorized and empowered to perform such acts and obligations as are reasonably required to complete and consummate this transaction; ratifying and confirming all prior actions taken by the City Council in furtherance of this procurement; and determining that said agreements pertain to a"Competitive Electric Matter" as set forth under the provisions of §§551.086 and 552.133 of the Texas Government Code, as amended; finding and determining that the approval of this transaction in a closed meeting of the City Council is further authorized under Texas law; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; finding that the matter of approval of the Master Customer Agreement was posted as required by law and was duly considered in a closed meeting of the City Council on the 3rd day of June, 2014 by a quorum of the Denton City Council and was duly approved by a vote taken in said closed meeting; providing that upon approval of the Ordinance, Master Customer Agreement and any and all ancillary agreements, by the City Council that the City Secretary is hereby authorized and directed to seal the said documents as Public Power documents, as provided by applicable Texas law; that this procurement is in the public welfare and is in the best interests of the ratepayers of Denton Municipal Electric; authorizing the expenditure of funds therefor; providing an effective date. City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0200, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulation of gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including: Constitutional limitations; statutory limitations upon municipal regulatory authority; statutory preemption; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice-versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance; and legal matters associated with a citizen's initiative regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0201, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consult with and provide direction to City's attorneys regarding legal issues regard to Item No. 3.B. of the June 3, 2014 Work Session Agenda, as it concerns legal issues associated with that item where a public discussion of this legal matter would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0206, Version: 1 AGENDA INFORMATION SHEET SUBJECT 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 R. Longbottom Survey, Abstract Number 775, City of Denton, Denton County, Texas, and generally located on the east line of Virginia Street, north of U.S. Highway 380 (University Drive). Consultation with the City's attorneys regarding legal issues associated with the potential acquisition 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. (Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project: Parcel P28 and P29 - Prescott Interests Ltd.) City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0213, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Resolution of Appreciation for Ross Chadwick City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0160, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Savant Group, Inc. for design and engineering services relating to the City of Denton Intelligent Transportation System (ITS) Trunk Lines project; and providing an effective date (File 5551-awarded to Savant Group, Inc. in a not-to-exceed amount of $152,548.52). FILE INFORMATION The Traffic Operations Division has limited or no connectivity for existing signalized intersections. The intersections currently on line utilize an old antiquated 900MHz wireless technology with limited bandwidth. This project will provide for fiber optic communications lines to the City's traffic signals from the Traffic Operations Center located at 801 Texas Street, as well as allow the City to complete the design and operation of its Automated Traffic Management System (ATMS) that is currently in place. The new fiber optic communication line connectivity should enable the City's ATMS to improve mobility through the synchronization of traffic signals and timing to reduce idling times as well as carbon emissions, fuel consumption and delays, and to improve regional air quality. The City of Denton applied for Regional Toll Revenue (RTR) funding from State Highway 121 tolling proceeds for several major transportation projects in August 2007. In August 2008, the City was notified that the Intelligent Transportation System (ITS) Trunk Lines project (providing ITS communication trunk lines at various locations in the City of Denton) was selected for RTR funding. The State notified staff on September 28, 2009 that the City's contract or Advanced Funding Agreement (AFA) for this work had been approved in Austin. Attachment A of the AFA for this project sets forth the payment provisions and timing for the funding. The total funded amount of the project is $1,964,500.00, with $1,571,600.00 coming from the State and $392,900.00 provided by local match from the City of Denton. City Council approved the AFA at its regular meeting on April 19, 201 l. City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0160, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 FILE INFORMATION(CONTINUED) Subsequently, the Engineering Services Department solicited a proposal from Savant Group, Inc. and negotiated a scope and fee for the project. The proposed engineering fee of $152,548.52 is representative of a sole source contract for the engineering services anticipated and includes amounts for defining ITS communication network guidelines, analysis of existing conditions and gaps (missing components), recommendations for communication network enhancements, development of an implementation plan, and the preparation of an ITS communications network plan. Staff reviewed the hourly breakdowns of each task to evaluate the effort and costs per line item. Costs and scope descriptions with the consultant went through multiple iterations. The various analyses and negotiations conducted by staff to evaluate the fee proposed by Savant Group, Inc. shows that the amount of the contract is consistent with the level of effort required for a project of this nature. In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. RECOMMENDATION Staff recommends approval of the Professional Services Agreement between the City of Denton and Savant Group, Inc. in the amount of $152,548.52 for engineering services relating to the City of Denton ITS Communication Network Design project. PRINCIPAL PLACE OF BUSINESS Savant Group, Inc. Dallas, 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 City's share of the required local match has been fully allocated to the project. Funds from the State have already been received and deposited. The project will be funded from account number 360100449.136521100. Requisition# 119516 has been entered in the Purchasing software system. EXHIBITS City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0160, Version: 1 Exhibit l: Ordinance Exhibit 2: Contract Agenda Information Sheet June 3, 2014 Page 3 Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Frank Payne at 349-8946. City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� ORDINANCE NO. 2Q14- AN ORDTNANCE AUTHORIZING THE CITY MANAGER T4 EXECUTE A PROk'ES SIONAL SERVICES ACxREEMENT {PSA) WITH SAVANT GROUP, 1NC. FOR DESIGN AND ENGINEERiNG SERVICES RELATING TO THE CITY OF DENTON INTELLTGENT TRANSPORTATION SYSTEM (ITS) TRUNK L1NES PROJECT; AND PROVIDING AN EFFECTIVE DATE (FILE 5551-AWARDED TO SAVANT GROUP, 1NC. IN A NOT-TO- EXCEED AMOUNT OF $152,548.52}. WHEREAS, the professianal sezv�ces pxovider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstxated cozx�petence and qualifications to perforn� the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable anci are consistent with and not higher than the recom�raended practices aa�d fees published by the professional associations applicab�e to the Provider's prafessian and such fees do not exceed the m�imum provided by ]aw; N4W, THEREFORE, THE COUNCIL OF THE CrTY OF DENTON HEREBY ORDAINS: SECTION 1. The Ciiy Manager is hereby autiiorized to enter into a professional services agreement with Savant Group, Inc., to provide professional design and engineering services for the Denton Inteiligez�t Transportation System {ITS) Trunk Lines Project, a copy of which is attached hereto and incorparated by reference herein. SECTION 2. The City Manager is authorized to expend fi�nds as required by the attached cont�act. SECTION 3. The City Council of �lie City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or per�nitted to be performed by the Ciiy of Denton under �'ile 55S 1 to the Czty Manager of the City of Denton, Texas, or his designee. SECTIQN 4. The findings in tkae preamble of thzs ordinance are incorporated herein by reference. SECTION 5. This ordinance shal� become effective ir�nediately upon its passage a�d approval. PASSED AND APPROVED this th� day of , 2014. CHRIS WATTS, MAYQR ATTEST: 3ENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: AlVITA BURGESS, CITY ATTORNEY � BY: EXHIBIT 2 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the day of , 2014, 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 Savant Group Inc., with its corporate office at 1700 Pacific Ave, Ste 1240, Dallas, Texas 75201 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreeinents 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 perfonn 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, (describe the Project in the space below or in an attachinent) "City of Denton ITS Cominurucation Network Design" SECTION 2 COMPENSATION The Owner shall coinpensate the Design Professional a total contract amount of $152,548.52 broken down as follows: 2.1 BASIC SERVICES 2.L1 For Basic Services the total coinpensation shall be $152,548.52. 2.1.2 Progress payinents for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Define ITS communication network guidelines 16% Determine existing conditions and gap analysis 53% Recommend coininunication network enhancetnents 17% Develop I�npleinentation Plan 5% Prepare draft and final ITS network design re�orts 9% Page 1 EXHIBIT 2 2.2 ADDITIONAL SERVICES 2.21 Compensation for Additional Services is as follows: Principals Project Manager Senior Traffic Engineer Traffic Engineer IV Traffic Engineer III Traffic Engineer II Traffic Engineer I Administrative Assistant $ 196.20 per hour $ 151.25 per hour $ 135.55 per hour $ 121.30 per hour $ 111.30 per hour $ 98.10 per hour $ 88.29 per hour $ 59.40 per hour 2.2.2 Cornpensation for Additional Seivices of consultants, including additional structural, mechanical and elect�ical engineering services shall be based on a multiple of 1.0 times the amounts billed to the Design Professional for such additioilal services. 2.3 REIMBURSABLE EXPENSES Reiinbursable Expenses shall be a inultiple of 1.15 tiines the expenses incuned by the Design Professional, the Design Professional's em- ployees ai�d consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $2,026.42 without the prior written approval of the Owner. 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 Agreelnent for Architectural or Engineering Services. 2. The Design Professional's Proposal —"Ci�y of Dentoil ITS Cominunication Network Design Scope of Services" and "Cost Estimate for Engineering Seivices City of Detiton Master Commuiucation Network Design" This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON Page 2 EXHIBIT 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CIT�--A�TTO�NEY ��n j-� � � , , � ' l BY: 1' y -- ,. WITNESS: BY: Teresa Guill C GEORGE C. CAMPBELL CITY MANAGER Savant Group Inc. � �---- -----� � � _ _ ��----� �--�, _ �. BY: � �� d = ] _ Susan Langclon-�;��E, PTOE President Page 3 EXHIBIT 2 CITY OF DENTON GENERAL CONDI7'IO\S TO AGREEMENT FOR ARCHITECI'URAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist ofthose services for the Project (as defined in die agreement (the "AgreemenP') and proposal (the "Proposal") to which these General Conditions are attached) perfomied by the Architect or Engineer (hereinafter called the "Desig�i ProfessionaP') or Design Professional's employees and consultants as enwnerated in ARicles 2 and 3 ofthese General Conditions as modified by the Agreement a�id Proposal (the "Services"). 1.2 "Ilie Design Professional will perform all Se�vices as an independent contractor to the prevailing professiona( sta�idards consistent with the level of caze and skill ordinarily exercised by members of Aie same profession cu�rently practicing in the sa�ne locality under similar conditions, including reasonable, infonned judgments and prompt timely actions (ilie "Degree of Care"). 'It�e Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for ilie ordedy progress of the Project. Upon request of the OHmer, the Design Professional shall submit for the Owne�s approval a schedute for Uie performance of the Services which may be adjusted as the Project proceeds, and shall include allo�vances for periods of time required for the O�mers review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the O�i�ner shall not, except for reasonable cause, be exceeded by the Desig�i Professional or O�wier, 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 ProfessionaPs Basic Services consist of those described in Sections 22 through 2.6 of these General Conditions and inctude without limitation nonnal structural, civil, mechanical and electncal engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Dceuments, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Profcssional, in consultation with tlte Owner, shall develop a��Titten program for the Project to ascertain Owne�s needs and to establish the requirements for dte Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the O�ners program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forih in Subsection 52.1. 2.2.3 The Design Professional shall review with the O�+mer aitemative approaches to design a�id construction of die 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 Dceuments consisting of drawings and other documents illustrating the scate and relationship of Project components. The Schematic Design shall contempiate compliance �vith all applicable la�vs, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Ow�ier a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and �vhich indicates Uie cost of each category of �vork involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the compietion of construction. 2.3 DESIGN DEVELOPti1ENT PHASE 2.31 Based on the approved Schematic Design Docwnents and any adjustments authorized by the O�vner in the progra�n, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elemenis as may be appropriate, which shall comply with ali applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owners approval of the documents, Design Professional represents that the Documents and specifications �vill be sufficient and adequate to fulfill the puiposes of the Project. 2.3.2 "It�e Design Professionai shall advise the O�vner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMEN'I'S PHASE 2.4.1 Based on the approved Desigi Development Documents and a�iy further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the O�wier, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the constnaction of the Project, which shalt comply with all applicable la�as, statutes, ordinances, codes and regulations. 2.4.2 "Itie Design Professional shall assist the Owner in the preparation of the necessary bidding or prceurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between ilie O�vner and contractor. 2.4.3 11ie Design Professional shall advise the Owner of any adjustrnents to previous preliminary estimates of Constcuction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shail assist Uie O�vner in connection with the O�mers responsibiiity for filing documents required for the approval of govemmental authorities having jurisdiction over the Project. 2.5 CONSTUCI'ION CON'TRACT PROCUREMENT 2.51 "Ilie Desig�i Professional, following the Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shail assist the O�v��er in procuring a construction contract for the Project through any procurement method that is legaliy applicable to the Project including �vithout Page 1 of 8 H:U�Iisc�F3lank I'onns\GEN�RAL CONDITIONS-ARCHITECT-�NGINEER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the O�vner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by ilie Design Professional, then the Desi� Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the O�vner to reducc or modify the quantity or quality of the �aork so that the tolai construction cost of ilie Project �vill not exceed the total construction cost set forth in the approved Detailed Statement of Probabte Construction Costs. 2.6 CONSTRUCTION PHASE - ADMInISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Protessional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issua�ice to the O��ner of the final Certificate for Payment, wiless extended under the terms of Subsection 832. 2.6.2 The Desigi Professional shall provide detailed administration of the Contract for Construction as set forth below. For desigi professionalss the administration shall also be in accordance �vith AIA document A201, General Conditions of the Contract for Construction, curzent as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accorda�ice with the Standard Specifications for Public Works Construction by the North Central Texas Council of Govemments, current as of the date of the Agreement, unless otherwise provided in the Agreeme��t. 2.6.3 Constnaction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended �vithout �aziuen agreement of the Owner and Design Professional. 2.6.4 'Ihe Design Professional shall be a representative of and shall advise and considt with the Owner (1) during construction, and (2) at the Owners direction from time to time during the correction, or �varranty period described in the Contract for Construction. The Design Professional shall have authority to act on beha]f of the O�i•ner only to the extent provided in the Agreement and these General Conditions, unless othenvise modified by �vntten instrument. 2.6.5 "Ilre Design Professional shail observe the construction site at least one time a�i�eek, �vhile construction is in progress, and as reasonably necessary �vhile construction is not in progress, to become familiar with the progress and quality of the ��ork compieted and to determine if ihe work is being performed in a manner indicating that the �+�ork ��fien completed �vill be 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 O�vner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporling to the O�vner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing ati Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications fumished by the Design Professional at no cost to the Owner. The O�me�s approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of Uie Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Desig�i Professional shall not have control over or charge of and shal( not be responsibie for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professionai shall not be responsible for the Contracto�'s schedules or failure to carry out the work in accordance �vidi the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. "Ihe Design Professional shalt not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons perfonning portions of the work. 2.6.7 "Ihe Design Professional shail at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may othenvise be provided in the Contract Documents or when 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.G.9 Based on the Design ProfessionaPs observations at the site of the work and evaluations of the Contractors Applications for Payment, the Design Professional shall revie�v and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constimte a representation to the O�vner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contracto�'s Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance �vith the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitted to payment in the amount certified. I Iowever, the issuance of a Cectificate for Payment shall not be a representation Uiat 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 "Ilie Desig�i Professional shall have the responsibility a�id authority to reject �3�ork which does not confomi to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of die intent of the Contract Documents, 4ie Design Professional will have authority to require additional inspection or tesiing of the work in accordance with the provisions of the Contract Documents, �vhether 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 of the Desig�i Professional to the Contractor, Subcontractors, materia� and equipment suppliers, their agents or employees or other persons perfonning portions of the work. 2.6.12 The Design Professional shall review ai�d approve or take other appropriate action upon Contracto�'s submittats such as Shop Dra�vings, Product Data and Samples for the purpose of (1) determining compliance with applicable la�vs, statutes, ordina�ices a�id codes; and (2) detennining whether or not the work, �fien completed, will be in compliance with the requirements of the Contract Documents. "Ihe Design Professional shall act with such reasonable promptness to cause no delay in the ��ork or in the construction of the Owner or of separate contractors, �vhile ailo�ving sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and compteteness of other details such as dimensions and quantities or for substantiating instructions for instatiation or perfonnance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shatl not constitute approval of safety precautions or, wiless otherwise specificaliy stated by the Design Professional, of conswction means, methods, techniques, sequences or procedures. The Design ProfessionaPs approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certificalion of performance characteristics Page 2 of 8 H:\Misc\Blank Ponns\G�N�RAL CONDITIONS-ARCHITECT-ENGINF,ER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 of materials, systems or equipment is required by the Contract Dceuments, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment wili meet the performance criteria required by the Contract Docwnents. 2.6.13 7he Desipi Professional shall prepare Change Orders a��d Construction Change Directives, �vith supporting documentation and data if deemed necessary by il�e Design Professional as provided in Subsections 3.1.1 and 33.3, for the Owner's approval and execution in accordance wid� the Contract Documents, and may authorize minor changes in the �vork not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Desigi Professional shall conduct inspections to determine the dates of Substantial Completion a�id Final Compietion, and if requested by the O��mer shaii issue Certificates of Substantial and Pinal Completion. The Design Professional will receive and revie�v �vritten guarantees and related documents required by the Contract for Construction to be assembled by the Contracror and shall issue a final certificate for Payment upon compliance �vith the requirements ofthe Contract Documents. 2.6.15 The Design Professional shall i��terpret a�id provide recommendations on matters conceming perfonnance of the O�*mer and Contractor under the requirements of the Contract Doc�ments on written request of either the O�mer or Contractor. The Design Professional's response to such requests shall be made with 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 reasonaUly inferable from the Contraci Documents and shall be in writing or in the fonn of dra�vings. When making such interpretations and initial decisions, the Desig�i Professional shall endeavor to secure faithful perfonnance by both O�vner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accorda�ice with all the provisions of iliis Agreement and in the absence of negl igence. 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 �vork as provided in the Contract Dceuments. 2.6.18 "Ihe Design Professiona) (1) shall render services under the Agreement in accordance �vith the Degree of Care; (2) �vill reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by Uie Owner of any fees due, shall not be released from any rights the O�vner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner �vith four sets of reproducible prints showing all sigiifica�rt changes to Uie Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in die Agreement or Proposal, a�id 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 32 and 3.4 shatl only be provided if audiorized or confinned in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the ONmer to proceed. If the O�+mer indicates in �vriting that all or part of such Contingent Additionai Services are not required, the Design Professional shall have no obligation to provide those services. O�vner 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 Professfonal. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shalt be selected, em�loyed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the O�vner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisfons in Dra�vings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or insiructions previously given by the O�vner, including revisions made necessary by adjustments in the Owne�'s progra�n or Project budget; 2. required by the enachnent or revision of codes, laws or regulations subsequent to the preparation of such documencs, or 3. due to changes required as a result of the Owners failure to render decision in a timely manner. 3.3.2 Providing services required because of signiticant changes in the Project including, but not limited to, size, quality, complexity, or the O�vner's schedule, except for services requimd wider Subsection 2.52. 3.3.3 Prepanng Drawings, Specifications and other documeniation and supporting data, and providing other services in connection �vith Change Orders and Construction Change Directives. 3.3.4 Providing consultation conceming reptacement of ��ork da�naged by fire or other cause during construction, and fumishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in ilie �vork of the Contractor, or by failure of performance of either the O�iner or Contractor under the Contract for Construction. Page 3 of 8 H:Uvfisc\Bla�ik Forms\GENERAL CONDITIONS-ARCH11'ECT-GNGIN�ER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 3.3.6 Providing services in evatuating an extetuive number of claims submitted by the Contractor or olhers in connection �vith the ��ork. 3.3.7 Providing services in connection �vith a public hearii�g, arbitration proceeding or tegal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for altemate, separate or sequentiai bids or providing services in connection with bidding or construction prior to die completion of the Constmction Documents Phase. 3.3.9 Not�vithstanding a�iything contained in the Agreement, Proposal or these Generat Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to die negiigent 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. 71ie intervening or concurrent negligence of the O��mer shall not limii the Design Professional's obligations under this SuUsection 33.9. 3.4 OPTIONAL ADDITIONAL SF,RVICES 3.41 I'roviding financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of govemmental audioriGes or others having jurisdiction over the Project. 3.4.4 Providing services relative to future 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 ofdrawings or other information fumished by the O�imer. 3.4.7 Providing coordinatiai of construction perfonned by separate contractors or by the Owners o�m forces and coordination of services required in connection with construction perfocmed 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 a�id maintenance costs. 3.4.10 Making imestigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utitization of equipment or systems such as testing, adjusting a�id balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.413 Providing interior desig�i and similar services required for or in connection with the se(ection, procurement or installation of fumiture, 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. 3.4.15 Providing services ofconsultants for oUier than azchitectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing a�iy other services not othen�ise included in this Agreement or not customarily fumished in accorda�ice �vith generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those reqnired by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prinu, drawin&s and other data fumished by the Contractor to the Design Professional. 3.4.18 Not�vithstanding anything contained in the Agreement, Proposal or these Generat Conditions to the contrary, all services descnbed in this Article 3 that are caused or necessitated in �vhole or in part due to the negligent act or omission of the Design Professional shall be perfonned by the Design Professional as a part of the Basic Services under ilie Agreement �vith no additional compensation above a�id beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the OH�ner shall not limit the Design ProfessionaPs obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 41 The O�vner shali consult ��dth the Design Professional regarding requirements for the Project, including (1) ihe Owner's objectives, (2) schedule and design constraints and cnteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 "llie Owner shall establish a��d update a�� overall budget for the Project, induding the Construction Cost, the O�vners other costs a�id reasonable contingencies related to ali of these costs. �3.3 If requested by the Design Professional, ilie Owner shail fumish evidence that financial arra��gements have been made to fuliill the O�wiers obligations under this Agreement. Page 4 of 8 H:Uvlisc�F3lank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINLLR Revised 052209.doc Revised 5-30-02 EXHIBIT 2 4.4 The Owner shall designate a representative authorized to act on Uie O�vne�s behalf �vith respect to the Project. The Owner or such authonzed representative shail render decisions in a timely manner pertaining to documents submitted by the 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 fumish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal infomiation shall indude, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-�vay, restrictions, easements, encroachments, zoning, deed resfictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and infonnation conceming available utility services a�id lines, both public and private, abovc a�id below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall fumish the services of geotechnical engineers �vhen such services are requested by the Design Professionat Such services may include but are not limited to test borings, test pils, determinations of soii bearing values, percolation tesis, evaluatfons of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditiwis, with reports and appropriate professional recommendations. 4.6.1 The Owmer shail fumish the services of other consultants when such services are reasonably required by the scope of the Project a�id are requested by the Design Professionai and are not 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 shai fumish structural, mechanical, chemical, air and water pollution tests, tests of ha7ardous materials, and other laboratory and environmentai tesu, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall fumish ali legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the O�w�er may require to verify the Contracto�'s Applications for Payment or to ascertain how or for what purposes llie Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, infomiation, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fumished at ihe Owners expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness Q�ereof in the absence of any negtigence on the part of the Desig�� Professionai. 4.10 The Owner shail give prompt written notice to the Design Professional if the O�vner becomes aware of any fault or defect in the Project or nonconfomiance with the Contract Documents. �3.11 Design Professional shait propose language for certificates or certifications to be requested of the Uesign Professional or Design Professional's consultants and shatl submit such to the O�vner for review and approval at teast fourteen (14) days prior to execution. 'Ilie Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUC'I'ION COST DEFINED 5.11 The Construction Cost shail be Ute total cost or estimated cost to the O�vner of all elements ofthe Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall indude the cost at cuRent market rates of labor and materials fumished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contracto�s overhead a�id profit. In addition, a reasonable allowance for con- tingencies shall be inciuded for mazket conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost dces not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other cosu which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.21 Evaluations of the O�vner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Desig�i Professionai represent the Design Professional's best judgment as a design professional fa�niliar with the construction induslry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractors methods of determining bid prices, or over competitive bidding or ma�ket conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposais wiii not vary from the Owners Project budget or from any estimate of Construction 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 (umishing, proposal or estabiishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties diereto. If such a fixed limit has been established, the Design Professional shail 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 adjustrnents in the scope of the Project and to include in the Contract Documents altemate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the 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 die Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in d�e general level of prices in the construction industry bet«�een the dale of submission of the Construction Documents to the O��nier and die date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMF.NTS 61 The Drawings, Specifications and other documents prepared by tlte Design Professional for this Project are instruments of the Design Professional's service a�id shall become the property of the O��mer upon tennination or completion oF the Agreement. The Design Professional is entitled ro relain copies of all such dceuments. Such docarnents are intended only be applicable to U�is Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the O�vner uses any of the infonnation 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 Page 5 of 8 H:�Ivlisc�F3lank Fonns\GEN�RAL CONDITIONS-ARCI31'rECT-�NGINL-'ER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 6.2 Submission or distribution of docwnents to meet ofiicial regulatory requirements or for similar purposes in connection �vith ihe Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7'I'ERMINATION, SUSPENSION OR ABANDONNIENT 7.1 'I'he Design Professional may terminate the Agreement upon not less tha�i thirty days written notice should die Owner fail substantially to perfonn in accorda�ice with the tenns of the Agreement through no fault of dre Design Professional. O��mer may terminate the Agreement or any phase thereof �vith or without cause upon thirty (30) days prior �vritten notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design ProfessionaPs 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 pians, field surveys, and other data related to the Project shall become property of 4ie Owner upon termination of the Agreement and shall be promptly delivered to the O�vner in a reasonably organized fonn. Should O�v�ier subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing infocmation. 7.2 If the Project is suspended by the O�vner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Desig�� Professional's compensation shall be equitably adjusted to provide for expenses incuaed in fhe 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 �vritten notice to the Design Professional in the event that the Project is perma�iently abandoned. If the Project is abandoned by the O�v�ier for more tha�i 90 consecutive days, the Design Professional or the Owner may tenninate the Agreement by giving written notice. 7.4 Failure of d�e Qwner to make pay�nents to the Desig�i Professional for work satisfactorily completed in accordance widi the Agreement shall be considered substantial non- perFormance and cause for terniination. 7.5 If the Owner fails to make payment to Design Professional widiin thirty (30) days of receipt of a statement for services properly and satisfactorily performed, dre Design Professional may, upon seven days written notice to the O�vner, suspend perfomiance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professionai shalt be compensated for services properly and satisfactorily perfonned prior to tennination. ARTICLE 8 PAYMENTS TO TiiE DESIGN PROFESSIONAL 8.1 DIRECI' PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defrned as the direct salaries of the llesign Professionai's personnel engaged on the Project and the 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 benerts. 8Z REIMBURSABLE EXPENSES 8.2.1 Reimbursabte Expenses are in addition to compensation for Basic and Additional Services and include expenses incuned by the Design Professionat and Design Professional's employees and consuttants in the interest of the Project, as identified in the follo�ving Clauses. 8.2.11 �xpense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; ]ong-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the 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 O�mer, expense of overtime work requiring higher than regular rates. 8.21.4 Expense ofrenderings, models and mock-ups requested by the O�vner. 8.21.5 Expense ofcomputer-aided desig�i and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by die Owner. 8.3 PAYMF,NTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthiy and, where applicable, shall be in proportion to services perfonned �vithin each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 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 shail be computed in tiie manner set forih in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and a�ry poRions of the Project are deleted or otherwise not conshucted, 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 fo�th in Section 2 of the Agreement based on (I) the lo��est bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate ofConstcuction Cost for such portions ofthe Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Page 6 of 8 H:\Misc�Blank Forms\GENERAL CONDITIONS-ARCHITGCT-ENGINGER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 8.4.1 Payments on account of the Design ProfessionaPs Additional Services and for Reimbursable �xpenses shall be made monthly �vithin 30 days after the presentation to die Owner of die Design ProfessionaPs statement of services rendered or expenses incurred. 8.5 PAYD9ENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidateci damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other tha�i those for which ihe Design Professional is responsible. ARTICLE 9 INDEAINITY 9.1 The Design Professional shall indemnify and save and hold hannless 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 masonable attomey fees incurred by the O�vner, and including, �vithout 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 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, ��hich defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shali maintain the following insurance with an insurance company Iicensed or authorized 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 limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $l OQ000 for each occurrence and not less than $250,000 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 properiy damage limits ofnot less tha�i $100,000 for each accident. 10.3 Worker's Compensation Insurance in accorda�ice with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional I.iability Insurance with limits of not less than $1,000,000 annua( aggregate. 10.5 The Design Professional shall fumish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article ]0 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shali contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to O�v�ier and Design Professionat In such event, the Design Professional shall, prior to the effective date of the change or cancellation, fumish O�vner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE I1 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be govemed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 "Ihe Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the parmers, successors, assigns a�id 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 consent of the Owner. 11.3 "Ilie term Agreement as used herein includes the executed Ageement, the Proposal, these General Conditions and other atlachments referenced in Section 3 of the Agreement which togelher represent the entire and integrated agreement beriveen the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. "Ihe Agreement may be amended only by �vritten inswment 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 of the Agreement shall to the exient that is reasonably possible be read so as to hannonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably hannonized, such documents shall be given priority in the follo�ving order. 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the O�vner or Design Professional. 11.5 Upon receipt of prior �vritten approval of Owner, the Desig�i Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. 'llie Design Professional's materials shail not include the Owner's co�dential or proprietary information if the O�v�rer has previously advised the Design Professional in writing of the specific infortnation considered by the O�vner to be confi- dential or proprietary. The Owner shali provide professionai credit for the Design Professional on the constnaction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and Iiability of the Design Professional, its employees, associates, agents, subcontractors, and subconsuitants for the accuracy and competency of their designs or other �vork; nor shall such approval be deemed to be an assumption of such responsibility by the 0�+��er for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. Page 7 of 8 H:\Misc�Blank Fomis\GGNERAL CONDITIONS-ARCHITECT-I:NGINEER Revised 052209.doc Revised 5-30-02 EXHIBIT 2 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless othenvise 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 the 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 the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall refonn the Agreement to repiace such stricken provision with a valid and enforceable provision which comes as close as possibie to ezpressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and locat laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the tenn of this Agreement. 11.10 In perfonning 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. l l.l l 7'he captions of the Agreement are for informational purposes only, and shall not in any �vay affect the substantive tenns or conditions of the Agreement. Page 8 of 8 H:\Misc\Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEGR Revised 052209.doc Revised 5-30-02 EXHIBIT 2 ITS Communication Network Design Scope of Services EXHIBIT A City of Denton ITS Communication Network Design Scope of Services [.�11�1 �/_1:,'1 Savant Group, Inc. (SGI) looks forward to the opportunity to serve your intelligent transportation system engineering needs and is pleased to provide this scope of services for developing a fiber optic based communication network for the City of Denton (City). We understand the City of Denton desires to install a fiber optic communication network to support ail of its current traffic system of which a majority is an Econolite Centracs0 System with ASC/3 controllers. This scope of work has been prepared to outline the tasks needed to develop a citywide communications network plan and prepare the Phase I plans, specifications and estimates required to complete the initial deployment of the network. In order to effectively design a communication network that will meet the needs of the City of Denton currently and as well as into the future, we must identify the needs of the communication network and develop a prioritized implementation plan, Having this plan will support the background for funding discussions and convey a planned approach to implementation, The network developed under this contract wiil comply with the Regional Data and Video Communications System (RDVCS) of the North Texas Regional Comprehensive ITS Architecture and the provisions of the National Transportation Communication for ITS Protocol (NTCIP), The purpose of the scope identified herein is to provide a clear path to upgrading the City's communication network, while providing for uninterrupted service from existing wireless links during the new system's implementation. PROJECT MANAGER ACTIVITIES - GENERAL� The SGI work plan, shown in Exhibit 1, includes eight tasks with three interim task deliverables (technical memoranda), draft and final communication network plan deliverables, as well as plans, specifications and estimates (PS&E) for the first phase of implementation. The City's review of the interim technical memorandums will help to ensure the project is meeting the City's expectations on a continual basis. SGI project management activities include preparing a monthly progress report.2 Each report will provide a review of the previous month's activities, including accomplishments for each task; a description of problems encountered along with their recommended solutions; and planned work for the upcoming month. The SGI engineers will organize and conduct technical and management meetings throughout the course of the project to facilitate the City's review, input, and guidance of the project. SGI will also prepare minutes with any action items given by the City and distribute copies via email to all attendees. Throughout the following sections are various references to City documents and maps. City's responsibilities: 1. Review of submittals. � Task 0.1 — Perform general project management activities 2 Task 0.2 — Prepare and distribute monthly progress reports to City SAVA�T � G R,�U P Page 1 of 10 EXHIBIT 2 ITS Communication Network Design Scope of Services 2. Furnish SGI with City of Denton map(s) in DGN format. 3. Furnish SGI with record drawings showing ITS device and communication layout (fiber and wireless) locations. 4. Furnish SGI with plans and specifications of existing and planned Centracs system communications requirements. 5. Furnish SGI with communication routing plans at the TMC as available and applicable. 6. Obtain or assist SGI in obtaining TxDOT ITS related plans as available and applicable. 7. Assist SGI in identifying partner agencies with likeminded goals that may be willing to pool dark fiber or other beneficial resources. Deliverables: 1. Meeting minutes, with action items, distributed 2. Monthly progress reports 3. Schedule updates 4. SGI Monthly invoice 1.0 Task 1: Define ITS Communication Network Guidelines The purpose of the fiber trunk line network will be for the City of Denton Traffic Operations use as the communications backbone for an Intelligent Transportation System (ITS) to connect devices such as: 1. Current and future traffic control signals and their applicable input/output devices and appurtenances. 2. School zone flashing beacons, 3. Expected variable message/information displays. 4. Hardware necessary to connect to the City's wireless access points. 5. Surveillance equipped areas (APPARATUS) typically at traffic signals and including CCTV, and video detection. 6. The Traffic Management Center (TMC) (located at the traffic signal maintenance facility at 801 Texas Street, Denton, TX). 7. City departments' service points. 8. Interconnection with adjacent jurisdictions for purposes of sharing traffic data and video such as FEMA, TxDOT, DCTA, Dallas County, DISD, and adjacent cities. The desired solution is to provide a high speed network telecommunication service for the City. This process will include several steps. First, the purpose and goals of this effort will need to be agreed upon, serving to keep this project focused on agreed upon principals and shared goals among the project team. Next, type and character of the network will be established so that the network layout, conduit routing, the need for closed loops and wireless communications will accommodate the desired network design. All locations that are to be connected will need to be identified. �!�VA�T � � �Zd��P Page 2 of 10 EXHIBIT 2 ITS Communication Network Design Scope of Services SGI engineers will meet with City staff to discuss the overall goals of the communication network,3 the level of system flexibility desired by the City, obtain specific information on any existing communication infrastructure, understand challenges that exist with the current network and develop a planned network backbone with applicable wireless communication. Project requirements, project details and schedule and a priority listing of all communication installations to current and planned traffic signals located within the City will also be discussed. SGI will help to identify how technologicai alternatives could meet the City's network goals as well as discuss and determine the level of system redundancy needed, bandwidth requirements, expected responsiveness (latency), maintenance capabilities, and bandwidth margin desired in addition to evaluating the existing TMC for existing and future needs. Based on the goals of the City, a list of components will be developed that will be needed for the TMC to interface with the fiber optics system and perform the desired functions.4 SGI engineers will work with City staff to define the preferred overall communication network backbone and connections to signalized intersections5 along with prioritizing6 installation of the network. SGI will coordinate with City Traffic staff, product manufacturer's representatives and, as needed, City IT staff to determine network design characteristics, This information will be used to develop network performance specifications for proposed equipment identified in this task.7 TxDOT recently designed conduit and pull boxes along US 380 from Bonnie Brae to Elm Street for installation of fiber optic communication for the City, and this work will be one of the initial corridors connected to the TMC at 801 Texas Street. The prioritized implementation plan will take into consideration the corridors and/or intersections which will communicate to a central point(s) via radio communication that will then transmit the signai through fiber conductors to the TMC. SGI will work with City staff to determine the design requirements of each location in which wireless communication is to be installed,$ SGI will provide expertise and experience to the City to assist the City in determining the most appropriate decisions for the City of Denton. Task 1 deliverable, Project Guidelines Report will be a high level, concise report that will serve as a guiding document throughout the project, A component of this report or master plan will be to identify potential partnering agencies with common goais that might be willing to pool dark fiber or other beneficial resources. The final step in Task I will be to develop an overall draft schematic plan (both graphical and text) for the locations of the fiber routes, which wiil be finalized in Task 3g, The schematic plan will outline an implementation plan for the full system to include initial phases that can be accomplished with funds currently availabie, as well as future phases that can be completed as funding is secured. Throughout this task, SGI will conduct up to three meetings with traffic signal staff, IT staff and other interested City staff under this task. The following goals and objectives will be used as a starting point for these discussions: 1, Materials such as maps and other documents needed from the City to facilitate this work 2. Information and data needed to determine preferred route for network backbone 3. Establish network design philosophy and performance specifications for all network equipment 3 Task 1.1 & 1.2 — Meet with City staff to establish project guidelines and provide meeting summaries (assume up to 2 meetings) 4 Task 1.3 — Prepare list of components to interface with communication network at the TMC 5 Task 1.4 — Define preferred overall communication backbone types (wired vs. wireless) 6 Task 1.5 — Prioritize list of installations � Task 1.6 — General network performance specifications $ Task 1.7 — Determine design requirements for communication for remote devices 9 Task 1.8 — Develop schematic plan of fiber routes SAV��T �� R��U P Page 3 of 10 EXHIBIT 2 ITS Communication Network Design Scope of Services 4. Prioritize communication installations to signalized intersections 5. Identify inspection protocols 6. Define testing, maintenance and training requirements of the network after installation. 7. Coordination with City Traffic Operations staff and as necessary, with City IT staff to establish design criteria. Deliverables: 1. Meeting minutes, with action items, distributed. 2, Project Guidelines Report �o Cify's responsibilities: 1. Review of submittals1 � 2. Provide documentation identified above as available and applicable 2.0 Task 2: Existing Conditions and Gap Analysis SGI engineers will document and analyze the existing condition of the communications network12, focusing on the following eight functional areas: 1. Operations and Maintenance (0&M) For an insight into operations and maintenance, we will meet with City staff to identify existing operational strategies, maintenance issues, and future 0&M needs.13 . 2. TMC Fiber Interface SGI will graphically document the existing TMC equipment and design requirements for fiber connection to the TMC so as to provide the interfacing components necessary for the fully functional fiber optics system, 14 3. Communications SGI will work with the City staff to update or develop a map showing conduit availability.15 The goals of the communications infrastructure analysis wili be to: a. Maximize the efficiency of the existing infrastructure through an intelligent matching of practical communications electronics and fiber allocation, b, Identify the City's current communication assets that can be seamlessly integrated into the proposed system, c. Provide communication alternatives, such as leased services or wireless options. d. Develop performance specifications for network communication equipment, e. Prioritize implementation plan for construction of the fuil network along with estimated construction costs for each phase, �� Task 1.9 — Prepare and submit Project Guideline Report �� Task 1.10 — Address Project Guitleline Report comments 12 Task 2.1 — Perform site visit to inventory existing communication and field device locations 13 Task 2.2 — Meeting with city to identify operational strategies, maintenance issues, future needs 14 Task 2.3 — TMC equipment summary of existing conditions (assume 1 visit) 15 Task 2.4 — Prepare schematic of existing communication assets on City maps SAVANT � G�nU�� Page 4 of 10 EXHIBIT 2 ITS Communication Neiwork Design Scope of Services f. Provide an estimate of personnel, maintenance and training requirements for the network that is to be developed under this contract. 4. Field Devices SGI will show ITS field device locations on City of Denton maps16, using information obtained from the City showing the location of the ITS field devices and those located during the field review. We will develop a database�� to document the field device locations, communications cabling, equipment type, and year installed based on information available from the City. 5. Traffic Signals SGI will update City maps in AutoCAD format identifying controller type at each intersection. �$ We understand that the City has as many as 75 signalized intersections communicating to the TMC via MDS wireless communication with two Omni antennas located at the signal shop with two master radios communicating on two hop patterns to those intersections. It is our understanding that this current communication network is obsolete and is not to be considered as a part of the proposed designed communication system, Planned Roadway Improvement Projects SGI will gather and compile information about all current planned roadway projects by the City, Denton County or TxDOT in the City ETJ and within the city limits.19 7. City of Denton Departments and Partner Agencies a. SGI will assist the City in exploring whether other partner agencies (Agency) exist that have compatible needs and goals and are wiliing to work cooperatively to pool resources to share the expense of fiber optic cable.20 SGI will work jointly with the City to identify potential partner agencies that would bring value to the transportation department in implementing or maintaining this fiber network. The benefit to this effort could be through making ROW or easements available or through identifying possible empty conduits, dark fibers, or shared bandwidth. SGI will then assist the City in contacting up to twelve (12) of these agencies with discussions aimed at determining their willingness to share conduits and/or fiber along with the maintenance of those assets.21 SGI will work with the City to identify agreements necessary for asset coordination22 that may involve the following potential inter- and intra- jurisdictional partners with whom the City may approve cooperative agreements and that may wish to operate and/or provide services or receive services over the network: United States Army Corp of Engineers (USACE), Federal Emergency Management Agency (FEMA) and any other applicable Federal agency within the local area of service; Texas Department of Transportation (TxDOT), the Texas Department of Public Safety (TxDPS) and any other applicable State of Texas agency or university within the local area of service; North Central Texas Council of Governments (NCTCOG); Denton County; Denton County Transportation Authority (DCTA), Dallas Area Rapid Transit (DART), Ft. Worth 16 Task 2.5 — Prepare schematic of existing ITS field devices on City maps �� Task 2.6 — Develop database of field devices �$ Task 2.7 — Prepare schematic of existing traffic signal controller cabinets on City maps 19 Task 2.8 — Compile existing & planned roadway project information 20 Task 2.9 — Coordinate with City to identify potential partnering Agencies 2t Task 2.10 — Coordinate with up to twelve identified partnering Agencies 22 Task 2.11 — Identify necessary agreements needed with partner Agencies SAVANT �� R�U P Page 5 of 10 EXHIBIT 2 ITS Communication Network Design Scope of Services Transportation Authority (the "T"), and ali other rail services including applicable private rail-roads; Denton Independent School District (DISD); existing and potential adjoining cities (including but not limited to: Little Elm, Sanger, Bolivar, Krum, Ponder, Ft Worth, Dish, Northlake, Justin, Corral City, Argyle, Bartonville, Double Oak, Copper Canyon, Highland Village, Hickory Creek, Corinth, Shady Shores, Cross Roads, Aubrey, and Pilot Point); City of Denton (including, but not limited to: fire, police, emergency management and libraries); locai hospitals; local radio stations; local television stations; local private ambulance services and other private emergency providers; as well as various utility providers such as Denton Municipal Electric (DME), ONCOR Electric Delivery, Verizon, Charter Communications as well as applicable Cable and Wire Installers of Television Voice and/or Data Systems; Internet and WEB based informational and data systems. c. Identify the requirements necessary to properly make the connection(s) to the Agency's facility(ies)23, such as: Type of communication facility (copper cabie, copper twisted pair, fiber optic, radio) the Agency uses. ii. Type of equipment/appurtenances to be used for the connection iii. The minimum and/or maximum communication/transfer rates iv. Possible structure modifications necessary to make the connection (this involves discussions on minimum potential facility modifications and does not involve the actual design or layout of such modifications which would lie outside the scope of this engagement). For the purposes of this proposal, a maximum of twelve agencies are assumed. Additional agencies may be added beyond this number; however, additional costs at the agreed upon hourly rates included on the schedule attached to this agreement will have to be agreed upon to add this effort to the project deliverables, d, SGI will assist the City in identifying locations for future points of connection (nodes) to localized areas and existing or currently planned devices (up to a maximum of 20 future points or devices)24. e. SGI will identify and locate existing and currently planned fiber optic facilities of the City, based on input from the City and will also identify the location and means to connect these facilities to the fiber backbone created by this project (up to a maximum of 20)25. These facilities may include various City departmental assets, including those of the Police Department, Fire Department, Emergency Operation Center (EOC), and Libraries. Gap Analysis Schematic drawings will be developed showing beginning and end points of existing conduit in the system26. The drawing will include the following: a. Conduit installment type and location: direct-buried, boring or aerial (including attachment to a bridge and/or drainage structure) along each segment. 23 Task 2.12 — Identify requirements for connection to other Agency facilities 24 Task 2.13.- Itlentifying future points of connection 25 Task 2.14 — Identify planned FO facilities and connections 26 Task 2.15 — Develop schematic of existing available conduit SAVA�T � G}Zav l� Page 6 of 10 EXHIBIT 2 ITS Communicafion Neiwork Design Scope of Services b, Structures the fiber optic system and/or future wireless facilities are to be connected to (including: bridges, buildings, water towers, communication towers, utility poles and the like). This part of the analysis will include a discussion of potential support systems along with maintenance considerations for each type of structure so identified. After SGI engineers have gathered all the existing information, SGI will conduct a gap analysis to identify geographic/coverage gaps in the City's fiber optic communication network. 27 For instance, the analysis will identify areas where communication is non-existent and where interference issues may be present. The gap analysis will identify potential ITS enhancements that will be considered while developing the recommended communication enhancements in Task 3. Technical Memorandum 128 will consist of documentation of the City's 0&M needs (in outline format or at a conceptual or basic level), graphical documentation of existing TMC equipment, a map or equivalent graphic showing fiber availability, updated City maps showing ITS field device location(s) and signal controller type. A schematic design will be included, as an overlay to the City map, with communication modes identified by color and/or line style. This schematic will be suitable as a presentation aid for City Council and other public meetings. Technical Memorandum 1 will also contain the results of the gap analysis. Deliverables: Technical Memorandum 1 City's responsibilities: Review of submittals29 3.0 Task 3: Recommend Communication Network Enhancements3o This will be an iterative process using the products of Tasks 1 and 2 to guide the outcome of Task 3. SGI engineers will: 1. Recommend future fiber optic cable network capacity expansion and alternate communications technologies.31 2. Establish communication protocol requirements of existing traffic signal, ITS device and other appiicabie equipment and recommend a solution that provides compatibility and flexibility for future upgrades.32 3. Develop a working schematic design of the ultimate communication network that may include but not necessarily be limited to redundant fiber backbone, connection to the TMC, connection to the City's IT system, connections to current or future planned fiber optic systems of other inter- and intra-jurisdictional partners as previously identified, and links to each signalized intersection,33 4. Recommend a priority listing of communication corridors based on City needs,34 5. Meet with City project team members to come to consensus on the ultimate communication design and priority listing,35 27 Task 2.16 — Perform a gap analysis of ITS communication network 28 Task 2.17 — Prepare and submit Tech Memo 1 29 Task 2.17 —Address Tech Memo 1 comments 3o Task 3.0 — Perform Task 3 project management activities 3t Task 3.1 — Compare new technologies against goals & objectives 32 Task 3.2 — Identify possible ITS tlevice upgrades locations 33 Task 3.3 — Develop schematic of ultimate communication network 34 Task 3.4 — Prepare ITS communication upgrade priority lists 35 Task 3.5 — Meet with City to gain consensus and updatetl schematic and priority listing SAVANT �.�.� R� UP Page 7 of 10 EXHIBIT 2 ITS Communicafion Network Design Scope of Services 6, Provide the City with a pros and cons assessment and recommendations of various applicable state-of-the-art communication systems that could be implemented with this contact. 36There are several categories of new technologies which will be considered in this task: • Field devices (such as data collection devices, message signs/trailblazers) • TMC equipment (such as operator workstations, video recorders and displays)37 New technologies must be evaluated in relationship to the goals and objectives of the City's communication network. Aspects to be considered include but are not necessarily limited to: a. How well does this technology address a goal or objective? b. What are the implications of implementing this technology (e.g., communications needs)? c. What is the expected lifespan of the equipment? d, What are the capital and recurring costs? 7. Develop preliminary construction costs for the Task 3 as described herein above and/or wireless system connections as well as how they will interface with the TMC, as well as each phase in the priority listing38. 8. Identify the construction and engineering costs for the recommended communication network enhancements 39 Technical Memorandum 2 will contain the following:ao 1. Schematic of existing communication network currently in place within the City 2. Recommendation of proposed communication network in relationship to the goals and objectives. The schematic design will show the following: a. Fiber backbone with redundant paths as necessary and applicable. b. Connection to City's TMC as well as the assets of any other agreed upon governmental agencies (up to 12 agencies for this task) identified in conjunction with Task 2. c. Connection to City IT department by providing view-only port link(s) to ensure there is at least one unused port on the fiber panel and/or Ethernet switch for City IT use. d. Communication connections to existing and planned signal and/or ITS equipment (fiber or wireless). e. Schematic design will be prepared over an existing map of the City showing all connection point locations, communication modes, fiber backbone and the location of the TMC. Deliverables: Technical Memorandum 2 Cify's responsibilities: Review of submittals�� 3s Task 3.7 — Perform assessment and recommendations of current communication and ITS device technologies 37 Task 3.8 — Determine update to TMC equipment & comm. interface 38 Task 3.6 — Develop preliminary construction costs for prioritized list 39 Task 3.9 — Develop engineers probable construction cost estimate for communication network upgrade 4o Task 3.10 — Prepare and submit Tech Memo 2 41 Task 3.11 — Address Tech Memo 2 comments antl revise schematic map SAVANT �.�� R�UP Page 8 of 10 EXHIBIT 2 ITS Communication Neiwork Design Scope of Services 4.0 Task 4: Implementation PIan42 After the City concurs with the recommended communication network enhancements developed in Task 3, SGI engineers will organize the enhancements into prioritized projects as well as prepare an implementation plan for the full network that represents a phased43, robust deployment of the communication network. The implementation plan will specifically identify a Phase I portion of the full network that can be designed and constructed with the available budget the City currently has in place. Projects will be identified as being either standalone ITS projects or part of other pianned projects in the City, such as roadway or signal projects. Standalone projects wiil be further divided into short-term, mid- term, and long-term projects. For all standalone projects, the SGI team will develop the following information; 1. Project description, 2. Goals/objectives, 3. Location map, 4. Anticipated benefits, 5. Relationship to other projects, and 6. Estimated implementation costs (engineering, construction, operations, and maintenance). Technical Memorandum 3 will contain the prioritized project listing and recommend appropriate levels of construction management and inspection services needed. Deliverables: Technical Memorandum 3 aa City's responsibilities: Review of submiftals�5 5.0 Task 5: Draft ITS Communications Network Planas In Task 5, SGI engineers will incorporate all comments received on Technicai Memoranda completed as previous tasks and then compile the memoranda into a Draft ITS Communication Network PIan.47 The draft will be submitted for final review and comments, and a review meeting will be held.48 Deliverables: Draft Master ITS Communications Network Plan City's responsibilities: Review of submittals49 6.0 Task 6: Final ITS Communications Network PlanSo 42 Task 4.0 — Perform Task 4 project management activities 43 Task 4.1 — Develop Implementation plan based of City's available funds a4 Task 4.2 — Develop and submit Tech Memo 3 a5 Task 4.3 — Address Tech Memo 3 comments and revise schematic map as Task 5.0 — Perform Task 5 project management activities 47 Task 5.1 — Prepare and submit Draft Master ITS Communications Network Design 48 Task 5.2 — Attend meeting with City to review draft (1 meeting) 49 Task 5.3 — Address Draft Master ITS Communications Network Plan comments 5o Task 6.0 — Perform Task 6 project management activities SAVA�T ��i R�UP Page 9 of 10 EXHIBIT 2 ITS Communication Network Design Scope of Services In Task 6, SGI engineers will incorporate the comments received at the review meeting held under task 5 and produce the Master ITS Communication Network Pian. Deliverables: Final Master ITS Communications Network PIanS� 5253 1.2 PROJECT CLOSE-OUT SGI will transfer all final documents, reports, presentations and any other applicable materials to the City, in PDF's or other acceptable formats, In addition, SGI will handle all invoicing and contract close-out processes in accordance with City of Denton requirements. 51 Task 6.1 — Prepare and submit Final Master ITS Communications Network Design 52 Task 6.2 — Present final document to City (1 meeting) 53 Task 6.3 — Incorporate final comments in Final Master ITS Communications Network Design SAVA�T ��r R�UP Page 10 of 10 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 SAVA N T��C� CJ I' Cost Estimate for Engineering Services City of Denton Master Communication Network Design January 3, 2014 d r . � . Task 0: General Project Management $ 4,382.20 Task 1: Define ITS Communication Network Guidelines $ 23,505.22 _ . Task 2: Existing Conditions and Gap Analysis $ 78,637.25 _ _ _ .. . _. _ Task 3: Recommend Communication Network Enhancements $ 24,688.08 _ . _ __ _ _ _ __ __ . _ _ _ _ __ _ Task 4: Implementation Plan $ 7,053.90 Task 5: Draft Master ITS Communications Network Design $ 7,859.83 Task 6: Final Master ITS Communications Network Design $ 4,395.62 . __ _ _ _ _ __ _$ _ _ _ _ _ _ _ _ __ _ _ ._ $ - Subtotal $ 150,522.10 _ _ __ _ Production & Delivery $ 600.00 _ __ __ . _ __ ._ ___ Direct Expenses $ _ 1,162.10 __ __ . . . __ __ __ 15% Mark up $ _ 264.32 Task 1 Total $ 152,548.52 Assumptions: 1 Estimate does not include fees for Task 7 and 8. Upon completion of Task 6, refined scope for the two tasks will be identified and a corresponding fee amount will be negotiated based on the enclosed schedule of hourly rates. Z System integration is not included in scope of services _ ____. 3 Assumed 4 days of field inventory (at $0.565/mile) to collect existing infrastructure from field and TMC. _ _ __ _ . __ _ _ _ __ 4 Survey would not be needed for Tasks 1 through 6. City shall furnish maps, project as-builts and TMS plans. City shall assist 5G1 in obtaining TxDOT ITS related plans as available and applicable. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0161, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the Pecan Creek Interceptor Phase II project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5486-awarded to the lowest responsible bidder meeting specification, Speiss Construction Company, Inc. in the amount of $1,427,624). The Public Utilities Board recommends approval (6-0). BID INFORMATION The Pecan Creek Interceptor Phase II project consists primarily of the replacement of approximately 3,300 feet of existing 21 inch clay gravity sanitary sewer with new 36 inch Plasticized Polyvinyl Chloride (PVC) or Fiberglass Reinforced Polymer (FRP) sanitary sewer pipe (Exhibit 1-Location Map). The project is required due to inadequate pipe capacity in the existing line. Standard City of Denton purchasing procedures were utilized. Bid notices were advertised in the local paper, posted on the internet, and emailed to 584 prospective bidders. Bids for the project were opened on April l, 2014. A total of six (6) responses were received with a range in bid pricing from $1,427,624 to $2,226,734. The engineer's opinion of probable construction cost (OPCC) for the work was between $1,200,000 and $1,400,000. The bid tabulation is enclosed as Exhibit 2. The low bidder for this project, Spiess Construction Company, Inc., appears to meet all of the necessary requirements for qualification on this project. Spiess Construction Company, Inc.'s bid of $1,427,624 is approximately 2% more than the engineer's OPCC range. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 5, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to Speiss Construction Company, Inc. in the amount of $1,427,624. City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0161, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 PRINCIPAL PLACE OF BUSINESS Speiss Construction Company, Inc Santa Maria, CA Speiss Construction Company, Inc's corporate offices are located in California, but they currently have an office located in Mansfield, Texas to oversee crews working in this area. ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed within 150 calendar days of the Notice to Proceed, which would be December 2014. FISCAL INFORMATION This project will be funded from Wastewater Utilities Bond fund account# 640126545.1360.40100 in the amount of $1,308,310.02 and account# 630297517.1360.40100 in the amount of $119,313.98. Requisition# 118931 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Proj ect Location Map Exhibit 2: Bid Tabulation Exhibit 3: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Frank Payne at 349-8946 City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� EXHIBIT 1- PROJECT LOCATION MAP F � xi �C W C � � a ,� O � F �, o � U � � � Q'p o�Cn `r� v� � q � � ' U i a � C '_ U � .G. � U F F� Q � � v� � � W W z W � � � � � � � � � �i C a � _ � C � O p F H �i Q � � � v] o W W Wo �'oCn v' �' � c� a, � O �/] �i U (�y � ._ � CM � � O � F p o F Q U . v� � z � � � � � � : � Pi. z •� � O U iC C 0 �� H � � � � � Ci z o s � � � � � °� � �1 i �❑ a O � .G. � U U F� �" O � � 'p '� � � Q� � v� v� � o � `� U � i a � ._ r�- ._ � � � �" � o O G � � 6 7 � � �--i U � 0 $.N M i� N � � � � C"i � �"� c, e �e � � G � 9 CC � ' .fl 9 � A � a`� P7 d � � U � •�i � � � O a � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Vl Vl O Vl O O O 7 O O Vl O O� M�D Vl O O O�--i l� O� l� O O O O O N O O N l� N Ni O Vl �--I Vl 7 01 �D O N cn cn �--I ��D 7 O cn cn 7 Vl �D a�1" v� cn" a1 � vi cn" m v� vi ��' N�� v�i v�'i 1 N 7 M� N N � � N 01 N � � � � � � � � � � � � � � � � � � � � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Vl Vl O Vl O O O N O O Vl l� O�D 01 � Vl O O N�--i l� O�D 01 O O�--i Vl N N�--i O Vl O Vl l� O Vl � Vl 7 01 N M 7 M N O�--i �--i �--i �D 7� 01 � Vl Vl Vl Vl M 01 7 M �--i �--i O 01 N Vl l� 01 N M M �D Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 69 69 � 6N9 Ff3 69 �D N 7��D �D M N�D N N l� N Vl � M 01 �--i 7 l� 01 �D N 7 7 l� vi vi �D N� N �D 7 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 �3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O Vl �--i �--i O O O O O O O O 01 O O O O O l� O 01 Vl O O O O O O Vl 01 Vl �D �--i N O O M 01 O N�--i N M Vl Vl Vl �D l � � � �D �D N N �--i N � Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 69 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 Ff3 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Vl O O Vl Vl O Vl O O O O O O Vl O O O l� �--i Vl Vl 7 Vl Vl O Vl 01 N� 01 7 O 01 � Ni O 7� l� N 01 O � N l� 01 l� � Vl M 01 �D Vl M N O�D O 7 Vl M N M O � M N l� �--i M 01 �--i O N M M 01 N�D 01 O M O Vl N 7 Vl �D Ol �--I 7 N 01 �--I vi N Fiv 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v O O O O O O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Vi O O Vi Vi O Vi O O O O Vi N Vi Vi N O�--i M Vi Vi 01 Vl Vl O Vl 01 N�D M 7 Vl 01 � N 01 M�D 7 7�� l� M 01 l� � N N M�D N l� �D � N M 7 l� 7�D � M N l� M�--i � 69 69 69 69 69 69 69 69 69 69 69 69 Ff3 69 Ff3 69 69 69 69 69 69 7 N N 7,--i O��D vi 7 r v�i M N N N 7 r N M�D ~ ~ M N Fiv 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O� O O� O 7 O OO O O�� O� M Vl l� N O O 7 l� Vi 7�--i O Vi 7 69 69 69 69 69 yv 69 69 69 69 69 69 yv 69 69 69 69 69 69 69 69 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O M Vl O O 7 O O O O O� 01 01 Vl O Vl Vl O O Vl �� O O�D N Ni O O O�D 7 l� 01 � M 7 O 7� M 01 l ��D � Vl O M l �D l Vl m��mN��m�;��N�;��;�� Vl N M �--i Vl N 7 01 M l� ~ 7 N Fiv 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O l� Vl O O N Vl M O O Vl �D l� l� Vl O Vl � O O Vl � N� O�D l� O Vl O l� �--i M Vl ��D � 7 7� M N N l� ��--i � �--i M�--i N N�D �D 7� l� M N�--i 01 �--i �--i 69 69 69 69 69 Ff3 69 69 69 69 69 69 Ff3 69 Ff3 69 69 69 69 69 69 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Vl O O 7 O O O O O 7 O O O O O O O N 7�� N 01 Vl O�(DI� O O O 7 O 7 Vl Vl �D N\D 7 M�� M�D '� N 01 M Vl 7 N N 01 � M 01 � ~ 7 N ~ Fiv 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 6v 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O Vl O O O O O O O O O O N N 7� N N O O N O� l� OO l� N� N O O O �D 1�1�7 cn � N"� 69 69 69 69 69 69 69 69 69 69 69 69 Ff3 69 Ff3 69 Ff3 69 69 69 69 C� C� C� C� C� C� � 7 C� C� ra � ra C� ra � ra � ra C� C� � � M Vl �--i �--i N M M�--i 7 7� Vl O�� 7 l� M N� N N� N N N N� � � .� � � � � y -� � -� � �° �Q ° >�� 1 ,.� a� a� a �a � � � a ;� o °: °: °: °: -°= °: � s . s � � °: a a� a� a� a� �''�'�'�'��' o�' � �a� � aG.G.G.G.�� Q ,L Q Vs�. 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O � U � 'C Q � � � � U �+ O `3 Q 'C "C Q �a � � '� o 3 � � y ,. w 3 y� � � � � y o � � � 'o � � a ri � � .� r � o � � O N � O y � �C �--i 'j O 'C � .. V� p� ti L� Q � � O �� O '�i U � � O O � U � � � o � � o �q U � � o � � � � o � U ,� � � z� * � EXHIBIT 3 MINUTE S PUBLIC UTILITIES BOARD May 5, 2014 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, May 5, 2014 at 9:01 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, Phil Gallivan, Leonard Herring, Barbara Russell and Lilia Bynum Ex Officio Members: Howard Martin, ACM Utilities Absent: Chairman Dick Smith and George Campbell City Manager OPEN MEETING: CONSENT AGENDA: 4. Consider recommending approval of IFB 5486 to Spiess Construction Company, Inc. in the amount of $1,427,624.00 for the construction of the Pecan Creek Interceptor Phase II project. Board Member Herring asked how this project be paid for. Frank Payne, City Engineer, answered it is being paid for by utility bonds. Herring then asked if there is voter approval. Payne answered not on utility bonds. Motion was made to approve item 4 by Board Member Herring with the second by Board Member Robinson. The vote was 6-0 approved. Adjournment 11:10 a.m. • ► � 1\ : \ �7�lt�iC��►II�� AN ORDINANCE ACCEPTING COMPET'ITNE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FQR THE PECAN CREEK 1NTERCEPTOR PHASE TI PROJECT; PROVIDING FOR T'HE EXPENDYTURE OF FUNllS THEREFOR; AND PROVIDING AN EFFECTIVE DATE {BID 5486-AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATION, SPEISS CONSTRUCTTON COMPANY, INC. IN THE AMOUNT OF $1,427,624). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or i�nprovements in accordance with the pracedures of State law and City ordinances; and WHEREA�, the City Manager or a designated empioyee has received and recommended that the herein described bids are the lowest responsible bids for the canstruction of the public works or improvements described in the bid invitation, bid proposals a�d plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY O�' DENTON HEREBY ORDAINS: SECTTON 1. The following competitive bids for the construction of public works or impravements, as described in the "Bid Invitations", "Bid Propasals" or plans and specification,s on file in the Office of the City's Purcha�ing Agent filed according ta the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTR.ACTOR AMOUNT 5486 Speiss Construction Campany, Inc. $1,427,624 �ECTION 2. The acceptance and approval af the above competitive bids shall �ot constitute a cantract between the City and the person submitting ihe bi�. for construction of such public vvorks or improvements herein accepted and approved, until such persan sha1l comply with all requirements specified in the Notice ta Bidders including the timely execution of a written contract and fiunishing of performance and pay�nent bonds, and insurance certif cate after notification of the award o�the b1(i. SECTION 3. The City Managex is hereby authorized to execute a11 necessary written contracts for the perfortnance of the constrt�ction of the public warks ar impravements in accordance with the bids accepted and approved herein, provided that such contract� are made in accordance with the Notice to Bidders and Bid Proposals, and docurnents relating thereto specifying the terms, conditions, plans arid specifications, standards, qua.ntities and specified sums coniained therein. SECTION 4, The Ciry Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions thai rnay be required or perinitted to be performed by the City of Dentfln under Bid 54$5 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the abave competitive bids and the execution of contracts far the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTIQN b. This ordinance shall became effective immedi�tely upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTQRNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0162, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of replacement and repair parts for the Lake Ray Roberts Water Treatment Plant clarification equipment, which are 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 5553 awarded to Brentwood Industries, Inc. in the not-to-exceed amount of $100,000). The Public Utilities Board recommends approval (6-0). FILE INFORMATION The Lake Ray Roberts Water Treatment Plant began operation in 2003. Clarification and disinfection are two of the main processes that take place in a drinking water plant. A portion of the equipment that clarifies the drinking water, known at this plant as Chain and Flight, is made from fiberglass and plastic. The equipment operates continuously 24 hours a day. Periodic maintenance is showing excessive wear of the various components that comprise the system; therefore parts need to be replaced to ensure continuous operation of the treatment plant. The company that manufactures the Chain and Flight equipment, Polychem Systems, is a division of Brentwood Industries, Inc. A quote for the needed parts is included as Exhibit l. Staff will install the repair parts as directed by the manufacture's recommendations. This repair of the equipment, along with engineered improvements made since the origina12002 design, should decrease the amount of unscheduled maintenance that will need to be performed in the future. Brentwood Industries, Inc. is the sole provider of the Polychem Systems 100% Non-Metallic Sludge System that is used at the Lake Ray Roberts Water Treatment Plant. (Exhibit 2). Chapter 252.022 of the Texas Local Government Code provides that procurement of commodities and services that are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 19, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0162, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 RECOMMENDATION Award the purchase of replacement and repair parts for the Lake Ray Roberts Water Treatment Plant clarification equipment to Brentwood Industries, Inc. in the not-to-exceed amount of $100,000. The quote from Brentwood Industries, Inc. for the parts only, is in the amount of $93,411.14. The quote does not include shipping- this cannot be determined until after the parts have been manufactured. Therefore, staff has included a contingency amount in the award total to cover this cost. PRINCIPAL PLACE OF BUSINESS Brentwood Industries, Inc. Reading, PA ESTIMATED SCHEDULE OF PROJECT The replacement and repair of the clarification equipment is estimated to be completed by Spring 2015. FISCAL INFORMATION This item will be funded from account#630315517.1350.40100. Requisition# 11895 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Quote form Brentwood Industries, Inc. Exhibit 2: Sole Source Letter Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Randy Markham at 349-7526. City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� �..�.0 , � m�i�v`Ml r,,i � ,�, �� EXHIBIT 1 �� AFTERMARKET PARTS QUOTATION Quote No. 610 MORGANTOWN ROAD READING PA 19611 Quote Date PH: 610.236.1100 • FAX: 610.376.6022 40397R4 April 22, 2014 Customer : DENTON WATER PRODUCTION Freight : FOB FACTORY, PP & ADD Attn : KEN BLOUNT/ DAVID CLARK * Lead Time : SEE BELOW Address : LEWISVILLE Terms : NET 30 DAYS City / State / Zip : DENTON TX 76205 Taxes : NO STATE TAXES INCLUDED Phone : 940-349-7627 Fax : 940-349-7506 Re : DENTON WATER PROD - LAKE RAY email : ROBERTS No Part Number Description U/M Qty Unit Price Extended 1 10000253-002 SPKT,NH78,11T,PA6, FOR BRUNEL JSE1-02 EA 2 $360.48 $720.96 2 641-21038 FLI�hdTS, FRf� 3'°X�'°X5"9'° EA 10 $44.11 $441.10 3 10000301-037 SPKT, 23T, 720, SPLIT, KW&SS, 5-3/4" BORE, FRP SHAFT, PA6 EA 10 $486.30 $4,863.00 4 10001042-001 KEY, FOR SHAFT & SPROCKET, 1.50" X 8.25" LONG, NYLON 6-6 EA 10 $36.40 $364.00 REPLACES PART # 679-10810-020 $8.44 5 10001120-001 KEY,SHAFT 1",316SS EA 5 $79.15 $395.75 ABOVE REPLACES PART # 679-10812-000 6 10000247 KEY INTERLOCK ASS'Y, NYLON 6-6, FOR FRP HEADSHAFT EA 5 $20.85 $104.25 10 10001034-001 TAKE UP BRACKETASSY EA 5 $144.90 $724.50 11 10000581-003 ANGLE, MOUNTING BRACKET, FRP, TAKEUP, 4"X4"X3/8"X7-3/8" EA 2 $41.75 $83.50 12 10000066-015 HARDWARE KIT FOR CHAIN TIGHTENER ASS'Y, W/ANCHORS EA 2 $42.50 $85.00 13 698—xxxxx BRUNEL,JSE1-0100EA TORQUE LIMITOR 2-7/8" BORE EA 6 $4,990.00 $29,940.00 ' NOTE — THE $2,500.00 FOR THE FIELD SERVICE VISIT WILL BE CREDITED BACK TOWARDS ANY ORDER OVER $5,000.00. 14 641-21031 FLT, FRP 3" X 8 X 249", 10 H EA 50 $159.12 $7,956.00 15 10000711-001 WEAR SHOE, CARRYING, BLUE, NYLON 6-6 EA 448 $7.78 $3,485.44 16 10000595-001 WEAR SHOE, RETURN, W/LUG, BLUE, NYLON 6-6 EA 448 $7.45 $3,337.60 17 10000508-001 CHAIN STRAND\NH-78\LG=10.0_FT W/303SS PIN, 2.609" PITCH EA 36 $186.45 $6,712.20 18 10000202-001 RE:T/�VI'JE:R CI._VP,I'JC>72Q>, T�YPE: �,E31._IJE: EA 1000 $0.81 $810.00 19 649—XXXXX �QI�EEGEE, FLT,.3/�" TI�ICI� X 4" \IVIDE X�9.5' LG,I�EC7�'F�EI�E EA 12 $749.20 $8,990.40 /�F3C�VF_ IIIVCI_Uf�F_� �CPUF_F_�"�F_F_ /�IVf� F3/�CKF_R F'I_��T�F_� 20 641—xxxxx FLIGI�T 3" X � X 249", 2� I� EA 12 $170.12 $2,041.44 NOTE SQUEEGEE AND FLIGHTS WOULD NEED TO BE ENGINEERED LEAD TIME FOR THOSE WOULD BE 6— 8 WEEKS LEAD TIME 21 674-21032 hdEAD ShdAFTASSEV�/IGLY, 21"—�" EA 4 $5,589.00 $22,356.00 ITEMS 1, 3— 12, 15-17 , STOCK — APPROX 1 WEEK TO SHIP ITEMS 1& 14 — APPROX LEAD TIME 5— 6 WEEKS ITEMS 13, 19, 20, & 21 LEAD TIME 6-8 WEEKS ITEM 21, 20, 19, & 13 WILL REQUIRE SOME ENGINEERING. THE LEAD TIME WILL BEGIN AFTER THE ENGINEERING IS COMPLETED & REVISED DRAWINGS ARE APPROVED. �..�.0 , � m�i�v`Ml r,,i � ,�, �� EXHIBIT 1 �� AFTERMARKET PARTS QUOTATION Quote No. 610 MORGANTOWN ROAD READING PA 19611 Quote Date PH: 610.236.1100 • FAX: 610.376.6022 40397R4 April 22, 2014 Custome : Contact : Total: �93.411.14 NOteS: Please reference auote # when ordering_ Final part numbers ma� change after engineering_ Please provide ship to and bill to with order_ We aoore�iate �our continued business_ 'LEAD TIME IS TIME REQUIRED TO SHIP AFTER CUSTOMER HAS ESTABLISHED CREDIT WITH OU ��m d�� R�r CORPORATE OFFICE, AND AFTER ALL NECESSARY FABRICATION INFO HAS BEEN PROVIDED � �� ) ry r��;� ��u � (DWGS, BORES, APPROVALS). MUNICIPALITIES RECEIVE AUTOMATIC CREDIT TERMS. ORDERS ,° • • WILL NOT BE RELEASED UNTIL AFTER CREDIT APPROVAL AND ALL REQUESTED INFORMATION IS PROVIDED. � � , , .• ��. . . .• . •. . . .• •. . •. ��•. . •� .. . .. • ..- -. . �. . .• •.. •� .. . � -• � �� •-� or our an ar erms an on i ions go o www. ren oo in us ries.com p o yc em_ a es_ erms_ on i ions.p EXHIBIT 2 � � .`�,� November 14, 2013 Mr. David Clark Plant Manager, Water Production Division Denton Water Production Lake Ray Roberts Water Treatment Plant 9401 Lake Roberts Dam Road Aubrey, Texas 76227 RE: Polychem Systems 100% Non-metailic Sludge Collection System Lake Ray Roberts Water Treatment Plant Aubrey, Texas 76227 Dear David, Please let this letter serve as notice that Polychem Systems equipment can only be purchased from our Reading, PA offices and the NCS-720-S collector chain, Nylon sprockets, attachments, flights, fiberglass head shafts, nylon stub shafts, and accessories are manufactured solely by Brentwood Industries, Inc., Polychem Systems Division. If you have any questions or concerns regarding this information please do not hesitate to contact me. My phone number is 484-651-1410 and our fax number is 610-376-6022 Best regards, h�� a n M. Platt Aftermarket Manager Brentwood Industries, Inc. Polychem Systems Division O/ � �i1�SYSTE/UIS NSF. ,D„ n a��v�o�d o,, nd — �8 Brentwood Industries, Inc. 610 Morgantown, Reading, PA 19611, USA Phone: 610.236.1100 brentwoodindustries.com Fax; 610.376.6022 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 EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD May 19, 2014 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, May 19, 2014 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, Phil Gallivan, Leonard Herring, Barbara Russell and Lilia Bynum Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: George Campbell City Manager CONSENT AGENDA: 5. Consider approval of a sole source contract with Brentwood Industries for repair parts for the Lake Ray Roberts water clarification equipment for not to exceed $100,000.00. Motion was made to approve item 5 by Board Member Herring with the second by Board Member Robinson. The vote was 6-0 approved. Adjournment 11:49 a.m. �RDIlVANCE N�. 2014- AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTH�RIZING, AND APPROVING THE PURCHASE OF REPLACEMENT AND REPAIR PARTS FOR THE LAKE RAY ROBERTS WATER TREATMENT PLANT CLARIFICATIQN EQUIPMENT, WH�CH AkE AVAILABLE FROM ONLY ONE SOURCE AND TN ACCORDANCE WITH CHAPTER 252.422 OF THE TEXAS LOCAL G�VERNMENT CODE SUCH PURCHASES ARE EXEMPT FRQM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5553 AWARDED TO BRENTWOOD INDUSTRIES, INC. 1N THE NOT-TO-EXCEED AMOUNT OF $100,000). WHEREAS, Sectinn 252.022 of the Local Government Code pravides �hat procurernent of iterris that are only available from ane source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; f lms, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement pat�s or components for equipment; and Iibrary materials for a public library that are available only from the persons holding exciusive distribution rights �to the materia�s; and need not be submxtted ta competitive bids; and WHEREAS, the City Council wishes to procute one or rz�oxe of the items mentianed in the above paragraph; NOW, THERE�'ORE, THE COUNCIL OF THE CITY O�' DENTON HEREBY ORDAINS: SECTION 1, The fol�owing purchase of materials, equipment or supplies, as described in the "File" iisted hereon, and on file i� the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5553 Brentwood Industries, Inc. $100,000 SEC_TION 2. The City Council hereby finds that this bid, and t.�e award thereof, constitiFtes a procurement of items tha� are available from only one source, including, items that are anly av�ilabl� irom one souxce because of patents, copyriglits, secret processes or natural monopolies; films, manuscripts ar books; electricity, gas, water ar�d ather utiiity purchases; captive replacement parts or camponents for equipment; and library materiails for a public library that are available anly from khe persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and app�oval of the above items shall not co�s�ztute a contract between the City and the person submitting the quotation for s�ch items until such. person shall corriply with all rec�uirements specified by the Purchasing Department. SECTION 4. Th� City Manager is hereby authorized to execute any contracts relating to the items speciiied in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTI4N 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that m.ay be required or permitted to be performed by the City of Denton under File 5553 to the City Manager of the City a� Denton, Texas, oz' his designee. SECTION 6. This ardinance sha11 become effective immediately upon its passage and approval. PASSED AND APPROVED this the . day of , 2014. c�zs wATTS, MaYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : AFPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ' ..� /� �f i City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0164, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for laboratory services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5469-awarded to Ana-Lab Corporation in the three (3) year not-to-exceed amount of $190,000). The Public Utilities Board recommends approval (6-0). RFP INFORMATION This item is for laboratory analytical services for the City of Denton's Environmental Services and Sustainability Department. This service includes analyzing storm water, watershed, industrial effluents, wastewater, sludge, soil, and compost as required by the Texas Commission on Environmental Quality. On February 28, 2014, Requests for Proposals (RFPs) were sent to twenty-eight (28) prospective suppliers of laboratory services. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals were received, evaluated and ranked based upon the published criteria shown on Exhibit 1. The proposer's original pricing is shown on Exhibit 2. The committee evaluating the RFPs included staff inembers from the following areas: Watershed Protection, Pretreatment Program, Municipal Laboratory, Laboratory Quality Assurance/Quality Control, and Regulatory Compliance. The evaluation committee ranked Ana-Lab Corporation as the highest evaluated score, resulting in the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 5, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a contract for Laboratory Services to Ana-Lab Corporation in the three (3) year not-to-exceed amount of $190,000. City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0164, Version: 1 PRINCIPAL PLACE OF BUSINESS Ana-Lab Corporation Kilgore, TX Agenda Information Sheet June 3, 2014 Page 2 ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION This contract will be funded from existing budgeted operating accounts as listed below: 640750.7898-Watershed Protection 640600.7898- Pretreatment Program 640500.7898, 630500.7898- Municipal Laboratory EXHIBITS Exhibit l: Evaluation/Ranking Sheet Exhibit 2: Pricing Tabulation Exhibit 3: Contract Exhibit 4: Public Utilities Board Draft Minutes Exhibit 5: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Kenneth Banks at 349-7165. City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� EXHIBIT 1 RFP 5469 - Ranking for Laboratory Services Rank 1 2 3 Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, TX Allen, TX Houston, TX Total Cost of Services (Yearly) $ 62,192.76 $ 126,17132 $ 121,370.32 30% Price 30.00% 14.67% 15.77% 10% Delivery Timeframe 7.70% 7.60% 430% 30% Indication of Probable Performance 25.80% 23.82% 1926% 30% Experience & Qualifications 25.68% 2231% 19.10% 100% TOTAL EVALUATED SCORE 89.18% 68.40% 58.43% Vendor did not bid on all line items. Highest proposed pricing used for evaluation purposes ONLY Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx SECTI�N A- Influent, Effluent, and Industrial Wastewater 40 CFR Fart 122 Appendix D Table III Metals, Cyanide, and Phenols Item # QN Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 8 Antimony 7440-36-0 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 2 8 Arsenic 7440-38-2 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 3 8 Beryllium 7440-41-7 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 4 8 Cadmium 7440-43-9 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 5 8 Chromium, Total 7440-47-3 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 6 35 Chromium, Hex 18540-29-9 $28.00 $ 980.00 $25.00 $ 875.00 $20.00 $ 700.00 7 4 Chromium, Tri 16065-83-1 $6.00 $ 24.00 $30.00 $ 120.00 $5.00 $ 20.00 8 8 Copper 7440-50-8 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 9 8 Lead 7439-92-1 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 10 8 Mercury, Low Level 7439-97-6 $88.00 $ 704.00 $25.00 $ 200.00 $175.00 $ 1,400.00 11 62 Mercury 7439-97-6 $36.00 $ 2,232.00 $25.00 $ 1,550.00 $20.00 $ 1,240.00 12 8 Nickel 7440-02-0 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 13 8 Selenium 7782-49-2 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 14 8 Silver 7440-22-4 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 15 8 Thallium 7440-28-0 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 16 8 Zinc 7440-66-6 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 17 4 Cyanide, Amenable to Chlorination 57-12-5 $25.00 $ 100.00 $60.00 $ 240.00 $30.00 $ 120.00 18 40 Cyanide, Total 57-12-5 $37.00 $ 1,480.00 $33.00 $ 1,320.00 $20.00 $ 800.00 19 8 Phenols, Total 108-95-2 $37.00 $ 296.00 $25.00 $ 200.00 $35.00 $ 280.00 20 40 CFR Part 122 Appendix D, Table II Z1 8 Volatiles $0.00 $ - $55.00 $ 440.00 $70.00 $ 560.00 22 8 Acrolein 107-02-8 $5.18 $ 41.44 $0.00 Included $0.00 Included 23 8 Acrylonitrile 107-13-1 $5.18 $ 41.44 $0.00 Included $0.00 Included 24 8 Benzene 71-43-2 $5.18 $ 41.44 $0.00 Included $0.00 Included 25 8 Bromoform 75-25-2 $5.18 $ 41.44 $0.00 Included $0.00 Included 26 8 Carbon Tetrachloride 56-23-5 $5.18 $ 41.44 $0.00 Included $0.00 Included 27 8 Chlorobenzene 108-90-7 $5.18 $ 41.44 $0.00 Included $0.00 Included 28 g Chlorodibromomethane 124-48-1 $5.18 $ 41.44 $0.00 Included $0.00 Included Z9 8 Chloroethane 75-00-3 $5.18 $ 41.44 $0.00 Included $0.00 Included 30 g 2-Chloroethylvinyl Ether 110-75-8 $5.18 $ 41.44 $0.00 Included $0.00 Included 31 g Chloroform 67-66-3 $5.18 $ 41.44 $0.00 Included $0.00 Included 3z 8 Dichlorobromomethane 75-27-4 $5.18 $ 41.44 $0.00 Included $0.00 Included 33 g 1,1-Dichloroethane 75-34-3 $5.18 $ 41.44 $0.00 Included $0.00 Included 34 g 1,2-Dichloroethane 107-06-2 $5.18 $ 41.44 $0.00 Included $0.00 Included 35 g 1,1-Dichloroethylene 75-35-4 $5.18 $ 41.44 $0.00 Included $0.00 Included 36 g 1,2-Dichloropropane 78-87-5 $5.18 $ 41.44 $0.00 Included $0.00 Included 37 8 1,3-Dichloropropylene 542-75-6 $5.18 $ 41.44 $0.00 Included $0.00 Included 38 8 Ethylbenzene 100-41-4 $5.18 $ 41.44 $0.00 Included $0.00 Included SECTI�N A- Influent, Effluent, and Industrial Wastewater 40 CFR Fart 122 Appendix D Table III Metals, Cyanide, and Phenols Item # QN Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 39 8 Methyl Bromide 74-83-9 $5.18 $ 41.44 $0.00 Included $0.00 Included Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx 40 g Methyl Chloride 74-87-3 $5.18 $ 41.44 $0.00 Included $0.00 Included 41 g Methylene Chloride 75-09-2 $5.18 $ 41.44 $0.00 Included $0.00 Included 4z 8 1,1,2,2-Tetrachloroethane 79-34-5 $5.18 $ 41.44 $0.00 Included $0.00 Included 43 g Tetrachloroethylene 127-18-4 $5.18 $ 41.44 $0.00 Included $0.00 Included 44 g Toluene 108-88-3 $5.18 $ 41.44 $0.00 Included $0.00 Included 45 g 1,2-Trans-Dichloroethylene 156-60-5 $5.18 $ 41.44 $0.00 Included $0.00 Included 46 g 1,1,1-Trichloroethane 71-55-6 $5.18 $ 41.44 $0.00 Included $0.00 Included 47 8 1,1,2-Trichloroethane 79-00-5 $5.18 $ 41.44 $0.00 Included $0.00 Included 48 8 Trichloroethylene 79-01-6 $5.18 $ 41.44 $0.00 Included $0.00 Included 49 8 Vinyl Chloride 75-01-4 $5.18 $ 41.44 $0.00 Included $0.00 Included 50 8 Acid Compounds $ - $125.00 $ 1,000.00 $85.00 $ 680.00 51 g 2-Chlorophenol 95-57-8 $431 $ 34.48 $0.00 Included $0.00 Included 5z 8 2,4-Dichlorophenol 120-83-2 $431 $ 34.48 $0.00 Included $0.00 Included 53 g 2,4-Dimethylphenol 105-67-9 $431 $ 34.48 $0.00 Included $0.00 Included 54 g 4,6-Dinitro-o-Cresol 534-52-1 $431 $ 34.48 $0.00 Included $0.00 Included 55 g 2,4-Dinitrophenol 51-28-5 $431 $ 34.48 $0.00 Included $0.00 Included 56 g 2-Nitrophenol 88-75-5 $431 $ 34.48 $0.00 Included $0.00 Included 57 8 4-Nitrophenol 100-02-7 $431 $ 34.48 $0.00 Included $0.00 Included 58 8 P-Chloro-m-Cresol 59-50-7 $431 $ 34.48 $0.00 Included $0.00 Included 59 8 Pentachlorophenol 87-86-5 $431 $ 34.48 $0.00 Included $0.00 Included 60 g Phenol 108-95-2 $431 $ 34.48 $0.00 Included $0.00 Included 61 g 2,4,6-Trichlorophenol 88-06-2 $431 $ 34.48 $0.00 Included $0.00 Included 62 8 Base/Neutral $ - $125.00 $ 1,000.00 $95.00 $ 760.00 63 g Acenaphthene 83-32-9 $431 $ 34.48 $0.00 Included $0.00 Included 64 g Acenaphthylene 208-96-8 $431 $ 34.48 $0.00 Included $0.00 Included 65 g Anthracene 120-12-7 $431 $ 34.48 $0.00 Included $0.00 Included 66 g Benzidine 92-87-5 $431 $ 34.48 $0.00 Included $0.00 Included 67 8 Benzo(a)Anthracene 56-55-3 $431 $ 34.48 $0.00 Included $0.00 Included 6g 8 Benzo(a)Pyrene 50-32-8 $431 $ 34.48 $0.00 Included $0.00 Included 69 8 3,4-Benzofluoranthene 205-99-2 $431 $ 34.48 $0.00 Included $0.00 Included �� 8 Benzo(ghi) Perylene 194-24-2 $431 $ 34.48 $0.00 Included $0.00 Included 71 g Benzo(k)Fluoranthene 207-08-9 $431 $ 34.48 $0.00 Included $0.00 Included �Z 8 Bis(2-Chloroethoxy)Methane 111-91-1 $431 $ 34.48 $0.00 Included $0.00 Included 73 g Bis (2-Chloroethyl)Ether 111-44-4 $431 $ 34.48 $0.00 Included $0.00 Included �4 8 Bis(2-Chloroisopropyl)Ether 108-60-1 $431 $ 34.48 $0.00 Included $0.00 Included 75 g Bis(2-Ethylhexyl) Phthalate 117-81-7 $431 $ 34.48 $0.00 Included $0.00 Included �6 8 4-Bromophenyl Phenyl Ether 101-55-3 $431 $ 34.48 $0.00 Included $0.00 Included 77 8 Butylbenzyl Phthalate 85-68-7 $431 $ 34.48 $125.00 $ 1,000.00 $0.00 Included �g 8 2-Chloronaphthalene 91-58-7 $431 $ 34.48 $0.00 Included $0.00 Included 79 8 4-Chlorophenyl Phenyl Ether 7005-72-3 $431 $ 34.48 $0.00 Included $0.00 Included g� 8 Chrysene 218-01-9 $431 $ 34.48 $0.00 Included $0.00 Included g1 g Dibenzo(a,h)Anthracene 53-70-3 $431 $ 34.48 $0.00 Included $0.00 Included gz 8 1,2-Dichlorobenzene 95-50-1 $431 $ 34.48 $0.00 Included $0.00 Included Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx SECTIC?N A- Influent, Effluent, and Industrial Wastewater 40 CFR Fart 122 Appendix D Table III Item # QN Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price g3 g 1,3-Dichlorobenzene 541-73-1 $431 $ 34.48 $0.00 Included $0.00 Included g4 8 1,4-Dichlorobenzene 106-46-7 $431 $ 34.48 $0.00 Included $0.00 Included g5 g 3,3-Dichlorobenzidine 91-94-1 $431 $ 34.48 $0.00 Included $0.00 Included g6 8 Diethyl Phthalate 84-66-2 $431 $ 34.48 $0.00 Included $0.00 Included g7 8 Dimethyl Phthalate 131-11-3 $431 $ 34.48 $0.00 Included $0.00 Included gg 8 Di-n-Butyl Phthalate 84-74-2 $431 $ 34.48 $0.00 Included $0.00 Included g9 8 2,4-Dinitrotoluene 121-14-2 $431 $ 34.48 $0.00 Included $0.00 Included 9� 8 2,6-Dinitrotoluene 606-20-2 $431 $ 34.48 $0.00 Included $0.00 Included 91 g Di-n-Octyl Phthalate 117-84-0 $431 $ 34.48 $0.00 Included $0.00 Included 9z 8 1,2-Diphenyl Hydrazine (Azobenzene) 122-66-7 $431 $ 34.48 $0.00 Included $0.00 Included 93 g Fluoranthene 206-44-0 $431 $ 34.48 $0.00 Included $0.00 Included 94 g Fluorene 86-73-7 $431 $ 34.48 $0.00 Included $0.00 Included 95 g Hexachlorobenzene 118-74-1 $431 $ 34.48 $0.00 Included $0.00 Included 96 g Hexachlorobutadiene 87-68-3 $431 $ 34.48 $0.00 Included $0.00 Included 97 8 Hexachlorocyclopentadiene 77-47-4 $431 $ 34.48 $0.00 Included $0.00 Included 9g 8 Hexachloroethane 67-72-1 $431 $ 34.48 $0.00 Included $0.00 Included 99 8 Indeno(1,2,3-cd)pyrene 193-39-5 $431 $ 34.48 $0.00 Included $0.00 Included 100 g Isophorone 78-59-1 $431 $ 34.48 $0.00 Included $0.00 Included 101 g Naphthalene 91-20-3 $431 $ 34.48 $0.00 Included $0.00 Included 102 g Nitrobenzene 98-95-3 $431 $ 34.48 $0.00 Included $0.00 Included 103 g N-Nitrosodimethylamine 62-75-9 $431 $ 34.48 $0.00 Included $0.00 Included 104 g N-Nitrosodi-n-Propylamine 621-64-7 $431 $ 34.48 $0.00 Included $0.00 Included 105 g N-Nitrosodiphenylamine 86-30-6 $431 $ 34.48 $0.00 Included $0.00 Included 106 g Phenanthrene 85-01-8 $431 $ 34.48 $0.00 Included $0.00 Included 107 g Pyrene 129-00-0 $431 $ 34.48 $0.00 Included $0.00 Included 108 g 1,2,4-Trichlorobenzene 120-82-1 $431 $ 34.48 $0.00 Included $0.00 Included 109 6 Pesticides and Chlorinated Compounds $ - $100.00 $ 600.00 $100.00 $ 600.00 110 6 Aldrin 309-00-2 $8.80 $ 52.80 $0.00 Included $0.00 Included 111 6 alpha-BHC 319-84-6 $8.80 $ 52.80 $0.00 Included $0.00 Included 112 6 beta-BHC 319-85-7 $8.80 $ 52.80 $0.00 Included $0.00 Included 113 6 gama-BHC 58-89-9 $8.80 $ 52.80 $0.00 Included $0.00 Included 114 6 delta-BHC 319-86-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 115 6 Chlordane 57-74-9 $8.80 $ 52.80 $0.00 Included $0.00 Included 116 6 4,4-DDT 50-29-3 $8.80 $ 52.80 $100.00 $ 600.00 $0.00 Included 117 6 4,4-DDE 72-55-9 $8.80 $ 52.80 $0.00 Included $0.00 Included 118 6 4,4-DDD 72-54-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 119 6 Dieldrin 60-57-1 $8.80 $ 52.80 $0.00 Included $0.00 Included 120 6 alpha-Endosulfan 959-98-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 121 6 beta-Endosulfan 33213-65-9 $8.80 $ 52.80 $0.00 Included $0.00 Included 1zz 6 Endosulfan Sulfate 1031-07-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 123 6 Endrin 72-20-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 124 6 Endrin Aldehyde 7421-93-4 $8.80 $ 52.80 $0.00 Included $0.00 Included Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx 125 6 Heptachlor 76-44-8 $8.80 $ 52.80 $0.00 Included $0.00 Included 126 6 Heptachlor Epoxide 1024-57-3 $8.80 $ 52.80 $0.00 $ - $0.00 Included SECTIC?N A- Influent, Effluent, and Industrial Wastewater 40 CFR Fart 122 Appendix D Table III Item # QN Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price ZZ� 6 PCB-1242 53469-21-9 $8.80 $ 52.80 $60.00 $ 360.00 $0.00 Included 1zg 6 PCB-1254 11097-69-1 $8.80 $ 52.80 $0.00 Included $0.00 Included 1z9 6 PCB-1221 11104-28-2 $8.80 $ 52.80 $0.00 Included $0.00 Included 130 6 PCB-1232 11141-16-5 $8.80 $ 52.80 $0.00 Included $0.00 Included 131 6 PCB-1248 12672-29-6 $8.80 $ 52.80 $0.00 Included $0.00 Included 132 6 PCB-1260 11096-82-5 $8.80 $ 52.80 $0.00 Included $0.00 Included 133 6 PCB-1016 12674-11-2 $8.80 $ 52.80 $0.00 Included $0.00 Included 134 6 Toxaphene 8001-35-2 $8.80 $ 52.80 $100.00 $ 600.00 $0.00 Included 135 30 TAC Chapter 307 136 g Aluminum 7429-90-5 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 137 g Barium 7440-39-3 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 138 4 Carbaryl 63-25-2 $75.00 $ 300.00 $190.00 $ 760.00 $175.00 $ 700.00 139 4 Chloropyrifos 2921-88-2 $18.57 $ 74.28 $100.00 $ 400.00 $150.00 $ 600.00 140 4 2,4-D 97-75-7 $75.00 $ 300.00 $130.00 $ 520.00 $140.00 $ 560.00 141 4 Demeton 8065-48-3 $18.57 $ 74.28 $100.00 $ 400.00 $150.00 $ 600.00 142 4 Diazinon 333-41-5 $18.57 $ 74.28 $100.00 $ 400.00 $0.00 Included 143 4 Dicofol 115-32-2 $43.00 $ 172.00 $160.00 $ 640.00 $0.00 Included 144 4 Diuron 330-54-1 $75.00 $ 300.00 $190.00 $ 760.00 $0.00 Included 145 4 Fluoride 72-20-8 $22.00 $ 88.00 $20.00 $ 80.00 $20.00 $ 80.00 146 4 Guthion 86-50-0 $18.57 $ 74.28 $100.00 $ 400.00 $0.00 Included 147 4 Hexachlorophene 70-30-4 $150.00 $ 600.00 $125.00 $ 500.00 $170.00 $ 680.00 148 4 Malathion 121-75-5 $18.57 $ 74.28 $100.00 $ 400.00 $0.00 Included 149 4 Methoxychlor 72-43-5 $43.00 $ 172.00 $160.00 $ 640.00 $130.00 $ 520.00 150 4 Methyl Ethyl Ketone 78-93-3 $5.18 $ 20.72 $55.00 $ 220.00 $65.00 $ 260.00 151 4 Mirex 2385-85-5 $43.00 $ 172.00 $160.00 $ 640.00 $0.00 Included 152 Zg Nitrate-Nitrogen 14797-55-8 $22.00 $ 616.00 $20.00 $ 560.00 $20.00 $ 560.00 153 4 N-Nitrosodiethylamine 55-18-5 $431 $ 17.24 $125.00 $ 500.00 $135.00 $ 540.00 154 4 N-Nitroso-di-n-Butylamine 924-16-3 $431 $ 17.24 $125.00 $ 500.00 $0.00 Included 155 4 Parathion 56-38-2 $18.57 $ 74.28 $100.00 $ 400.00 $0.00 Included 156 4 Pentachlorobenzene 608-93-5 $431 $ 17.24 $125.00 $ 500.00 $0.00 Included 157 4 Pyridine 110-86-1 $431 $ 17.24 $125.00 $ 500.00 $0.00 Included 158 4 1,2-Dibromoethane 106-93-4 $5.18 $ 20.72 $55.00 $ 220.00 $65.00 $ 260.00 159 4 1,2,4,5-Tetrachlorobenzene 95-94-3 $431 $ 17.24 $125.00 $ 500.00 $0.00 Included 160 4 2,4,5-TP (Silvex) 93-72-1 $75.00 $ 300.00 $130.00 $ 520.00 $0.00 Included 161 4 2,4,5-Trichlorophenol 95-95-4 $431 $ 17.24 $125.00 $ 500.00 $0.00 Included 162 Miscellaneous 163 30 Oil and Grease $44.00 $ 1,320.00 $30.00 $ 900.00 $25.00 $ 750.00 164 Z Total Petroleum Hydrocarbons $60.00 $ 120.00 $35.00 $ 70.00 $45.00 $ 90.00 Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx 165 Z Benzene, Toluene, Ethylene, Xylene $64.00 $ 128.00 $25.00 $ 50.00 $45.00 $ 90.00 166 Zg Phosphorus, Total 7723-14-0 $32.00 $ 896.00 $20.00 $ 560.00 $30.00 $ 840.00 167 Zg Ortho-phosphorus 14265-44-2 $35.00 $ 980.00 $20.00 $ 560.00 $25.00 $ 700.00 168 42 TKN $31.00 $ 1,302.00 $20.00 $ 840.00 $25.00 $ 1,050.00 169 Z4 Nitrogen 7727-37-9 $10.00 $ 240.00 $15.00 $ 360.00 $10.00 $ 240.00 170 Z4 Nitrite-Nitrogen, Total $22.00 $ 528.00 $25.00 $ 600.00 $25.00 $ 600.00 171 1 Methylene Blue Active Substances $50.00 $ 50.00 $16.00 $ 16.00 $40.00 $ 40.00 SECTICIN A- Influent, Effluent, and Industrial Wastewater 44 CFR Part 122 App�ndix D Table III Item # QN Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1�z 1 olynuclearAromaticHydrocarbons(PAH) $150.00 $ 150.00 $15.00 $ 15.00 $95.00 $ 95.00 173 1 MTBE 1634-04-4 $64.00 $ 64.00 $25.00 $ 25.00 $45.00 $ 45.00 174 4 TTO Volatiles 40 CFR Part 433.11 $125.00 $ 500.00 $55.00 $ 220.00 $85.00 $ 340.00 175 4 TTO Semi-volatiles 40 CFR Part 433.11 $250.00 $ 1,000.00 $125.00 $ 500.00 $160.00 $ 640.00 176 Z O Pesticides and PCBs 40 CFR Part 433.11 $130.00 $ 260.00 $160.00 $ 320.00 $145.00 $ 290.00 1�� 4 Volatile Fatty Acids (GC) $150.00 $ 600.00 $145.00 $ 580.00 $125.00 $ 500.00 1�g 8 Molybdenum 7439-98-7 $13.00 $ 104.00 $7.00 $ 56.00 $7.00 $ 56.00 B. STORMWATER/WATERSHED Item # QTY Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 4 Atrazine 1912-24-9 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 Z 4 Cyanazine 21725-46-2 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 3 4 Prometon 1610-18-0 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 4 4 Simazine 122-34-9 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 5 4 Chlorpyrifos 2921-88-2 $18.18 $ 72.72 $100.00 $ 400.00 $100.00 $ 400.00 6 4 Diazinon 333-41-5 $18.18 $ 72.72 $100.00 $ 400.00 $100.00 $ 400.00 � 4 Methyl azinophos 86-50-0 $18.18 $ 72.72 $100.00 $ 400.00 $100.00 $ 400.00 g 4 Malathion 121-75-5 $18.18 $ 72.72 $100.00 $ 400.00 $100.00 $ 400.00 9 Z� Metolachlor $18.18 $ 363.60 $350.00 $ 7,000.00 $350.00 $ 7,000.00 10 4 Pendimethalin 40487-42-1 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 11 4 2,4-D 94-75-7 $75.00 $ 300.00 $130.00 $ 520.00 $130.00 $ 520.00 12 4 Carbaryl 63-25-2 $75.00 $ 300.00 $190.00 $ 760.00 $190.00 $ 760.00 13 4 Tebuthiruon 34014-18-1 $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 14 20 Diuron 330-54-1 $75.00 $ 1,500.00 $350.00 $ 7,000.00 $350.00 $ 7,000.00 15 20 Synthetic Pyrethroids (General) $18.18 $ 363.60 $18.18 $ 363.60 $18.18 $ 363.60 16 4 Lambda Cyhalothrin $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 17 20 Bifenthrin $18.18 $ 363.60 $350.00 $ 7,000.00 $350.00 $ 7,000.00 18 20 Permethrin 52645-53-1 $18.18 $ 363.60 $350.00 $ 7,000.00 $350.00 $ 7,000.00 19 4 Prallethrin $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 20 4 Resmethrin $18.18 $ 72.72 $18.18 $ 72.72 $18.18 $ 72.72 21 4 Sumithrin $18.18 $ 72.72 $350.00 $ 1,400.00 $351.00 $ 1,404.00 ZZ 4 Allethrin $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 23 4 Cyfluthrin $18.18 $ 72.72 $350.00 $ 1,400.00 $350.00 $ 1,400.00 24 20 Glyphosate 1071-83-6 $200.00 $ 4,000.00 $90.00 $ 1,800.00 $90.00 $ 1,800.00 25 20 Imidacloprid $18.18 $ 363.60 $350.00 $ 7,000.00 $350.00 $ 7,000.00 26 30 Chlorophyll $83.00 $ 2,490.00 $350.00 $ 10,500.00 $350.00 $ 10,500.00 Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx Z� 4 Polymer Characterization via GPC $500.00 $ 2,000.00 $500.00 $ 2,000.00 $500.00 $ 2,000.00 Zg Z� Caffeine $175.00 $ 3,500.00 $400.00 $ 8,000.00 $400.00 $ 8,000.00 Z9 z4 Total Petroleum Hydrocarbons $60.00 $ 1,440.00 $450.00 $ 10,800.00 $450.00 $ 10,800.00 30 24 Benzene, Toluene, Ethylene, Xylene $64.00 $ 1,536.00 $25.00 $ 600.00 $64.00 $ 1,536.00 31 16 chlorides $22.00 $ 352.00 $15.00 $ 240.00 $22.00 $ 352.00 32 4 MTBE 1634-04-4 $64.00 $ 256.00 $25.00 $ 100.00 $64.00 $ 256.00 33 4 olynuclearAromaticHydrocarbons(PAH) $150.00 $ 600.00 $65.00 $ 260.00 $150.00 $ 600.00 C SLUDGE/SOIL Item # QTY Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 4 Nitrate-Nitrogen $22.00 $ 88.00 $25.00 $ 100.00 $20.00 $ 80.00 Z 4 Ammonia Nitrogen $25.00 $ 100.00 $20.00 $ 80.00 $25.00 $ 100.00 3 4 Total Kjeldahl Nitrogen $31.00 $ 124.00 $20.00 $ 80.00 $20.00 $ 80.00 4 4 Phosphorus (extractable) $79.00 $ 316.00 $25.00 $ 100.00 $35.00 $ 140.00 5 4 Potassium (extractable) $13.00 $ 52.00 $7.00 $ 28.00 $8.00 $ 32.00 6 4 Sodium (extractable) $13.00 $ 52.00 $7.00 $ 28.00 $8.00 $ 32.00 � 4 Magnesium (extractable) $13.00 $ 52.00 $7.00 $ 28.00 $8.00 $ 32.00 g 4 Calcium (extractable) $13.00 $ 52.00 $77.00 $ 308.00 $8.00 $ 32.00 9 4 Soluble Salts/EC $13.00 $ 52.00 $12.00 $ 48.00 $25.00 $ 100.00 10 4 pH $12.00 $ 48.00 $10.00 $ 40.00 $7.00 $ 28.00 11 4 Arsenic, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 1z 4 Cadmium, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 13 4 Chromium, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 14 4 Copper, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 15 4 Lead, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 16 4 Mercury, total (mg/kg) $36.00 $ 144.00 $25.00 $ 100.00 $20.00 $ 80.00 1� 4 Molybdenum, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 1g 4 Nickel, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 19 4 Selenium, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 Z� 4 Zinc, total (mg/kg) $13.00 $ 52.00 $7.00 $ 28.00 $7.00 $ 28.00 D SLUDGE, SECONDARY DIGESTER, AEROBIC, COMPOST, AND DYNO SOIL 6 QTY Product Description CAS No. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 4 Priority Pollutant Scan $1,062.00 $ 4,248.00 $110.00 $ 440.00 $775.00 $ 3,100.00 Z 4 Total TCLP $860.00 $ 3,440.00 $550.00 $ 2,200.00 $675.00 $ 2,700.00 3 4 PCBs $90.00 $ 360.00 $160.00 $ 640.00 $45.00 $ 180.00 4 19 Arsenic (mg/kg) $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 5 19 Cadmium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 6 19 Copper $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 � 19 Lead $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 g 19 Mercury $36.00 $ 684.00 $25.00 $ 475.00 $20.00 $ 380.00 9 19 Molybdenum $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 10 19 Nickel $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 11 19 Selenium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 1z 19 Zinc $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 13 19 Antimony $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 14 19 Thallium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 Exhibit 2 RFP 5469 -Pricing/ Evaluation Sheet for Laboratory Services Ana-Lab Pace Analytical - TestAmerica Respondent's Name: Corporation Dallas Laboratories Principal Place of Business Kilgore, Tx Allen, Tx Houston, Tx 15 19 Beryllium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 16 19 Barium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 1� 19 Aluminum $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 1g 19 Hexavalent Chromium $28.00 $ 532.00 $25.00 $ 475.00 $20.00 $ 380.00 19 19 Silver $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 Z� 19 Potassium $13.00 $ 247.00 $7.00 $ 133.00 $7.00 $ 133.00 z1 19 Cyanide $37.00 $ 703.00 $33.00 $ 627.00 $25.00 $ 475.00 ZZ 19 Nitrate-Nitrogen $22.00 $ 418.00 $25.00 $ 475.00 $20.00 $ 380.00 z3 19 Ammonia Nitrogen $25.00 $ 475.00 $20.00 $ 380.00 $25.00 $ 475.00 z4 19 Total Nitrogen $10.00 $ 190.00 $25.00 $ 475.00 $20.00 $ 380.00 ZS 19 pH $12.00 $ 228.00 $10.00 $ 190.00 $7.00 $ 133.00 Z6 19 %Solids $13.00 $ 247.00 $10.00 $ 190.00 $5.00 $ 95.00 Z� 19 Total Kjeldahl Nitrogen $31.00 $ 589.00 $20.00 $ 380.00 $25.00 $ 475.00 Total Cost of Services (Yearly) $ 62,192.76 $ 126,171.32 $ 121,370.32 Vendor did not bid on items that are bolded. The highest proposed price was used for evaluation purposes ONLY Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 30��o Price 30.00% 14.67% 15.77% lo��o Delivery Timeframe 7.70% 7.60% 430% so��o Indication of Probable Performance 25.80% 23.82% 1926% so��o Experience & Qualifications 25.68% 2231% 19.10% loo��o ToTAL EvALUATED SCORE 89.18% 68.40% 58.43% $0.00 $0.00 $0.00 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ANA-LAB CORPORATION (RFP 5469) THIS CONTRACT is made and entered into this day of A.D., 2014, by and between Ana-Lab a corporation, whose address is 2600 Dudley Road, Kilgore, TX 75663, 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 #5469-Laboratory 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) City of Denton Standard Terms and Conditions(Exhibit "A"); (b) Request for Proposal RPF 5469(on File at the Of�ce of the Purchasing Agent); (c) Special Terms and Conditions (Exhibit "B"); (d) Insurance Requirements (Exhibit "C"); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D"); (� Contractor's Proposal. (Exhibit "E" on File in the Office of the Purchasing Manager); 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 # 5469 EXHIBIT 3 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 : File # 5469 CONTRACTOR � � BY: AUTHORIZED SIGNATURE 1��i�� Name: Trev PeerY Title, wwwRe�ional Mana�er 972-837-9412 ..........� ..............P ..............�..,._� HONE NUMBER �...� l:r,'� �r��rt�-��tl�.��t� _ ..A. �.�._� EMAIL ADDRESS CITY OF DENTON, TEXAS BY: .�.�.. GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 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 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. l. 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. 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 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. EXHIBIT 3 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. EXHIBIT 3 6. 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: 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, (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 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. 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 EXHIBIT 3 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 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 EXHIBIT 3 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. 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. 1l. 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 EXHIBIT 3 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 (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 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. EXHIBIT 3 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 sha]1 procure and maintain insurance of the types and in the minimum amounts acceptable to the City. The insurance sha]1 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. 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 EXHIBIT 3 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 EXHIBIT 3 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 under all circumstances be at least reasonable measures to ensure the continued confidentiality of EXHIBIT 3 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. 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 EXHIBIT 3 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 taY, withholding, social security taYes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not ha�e 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. 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 EXHIBIT 3 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 (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. 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 EXHIBIT 3 adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, 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 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 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. EXHIBIT 3 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. l0a - lOd) 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". EXHIBIT 3 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 taYes 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. h��://www.access.�t�c�.�c�v/davisbacc�n/�x.h�inl 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. EXHIBIT 3 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 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. EXHIBIT 3 Exhibit B Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $190,000. Pricing shall be per Exhibit E attached. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment quarterly. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the quarterly percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment quarterly in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricin� sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. EXHIBIT 3 Exhibit C INSURANCE REQUIIZEMENTS AND WORKERS' COMPENSENTATION REQUIIZEMENTS 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 clarification of any insurance requirements at any time; 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 comp/y 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. EXHIBIT 3 • 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 comp/y 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: • 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. EXHIBIT 3 [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. [] 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. EXHIBIT 3 [ ] 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. EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities IG� �Z -� i i P� 1[ i�:7 i� i 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. EXHIBIT 3 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 z. 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: 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; z. 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 EXHIBIT 3 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, 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. EXHIBIT 3 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ 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 person who has a business relationship as defined by Section 176.001(1-a) with a local governmental Date 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. � 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 7th 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 O�cer This section, (item 3 including subparts A, B, C& D), must be completed for each o�cer 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 o�cer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 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 o�cer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government o�cer serves as an o�cer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No D. Describe each a�liation or business relationship. 4 Signature of person doing business with the governmental Date entity 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 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD May 5, 2014 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, May 5, 2014 at 9:01 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, Phil Gallivan, Leonard Herring, Barbara Russell and Lilia Bynum Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: Chairman Dick Smith and George Campbell City Manager CONSENT AGENDA: 1. Consider recommending approval of a contract between Ana-Lab Corporation, an environmental testing laboratory, and the City of Denton, Texas, to provide analytical testing of wastewater, groundwater, industrial, and solids in an amount not to exceed $190,000.00 for a three (3) yr contract. (RFP 5469). Board Member Russell asked on the prices that are charged and that Ana-Lab charges twice as much. Would this lab be worth paying twice the amount. Fritz Schwalm, Lab Manager, stated Ana-Lab isn't the most expensive they are coming in competitively low. For lab work there is a lot of quality assurance issues behind the scenes that cost money. That has been weighed in as much as the actual labs work Quality is important for results. Ana-Lab did bid on every item that was asked, some of the others did not. Martin added that the pricing is almost insignificant, quality assurance is very important. The whole PO may not be used. Banks added that on the final summary Ana-Lab is actually the least expensive of the three options. Motion was made to approve item 1 by Board Member Herring with the second by Board Member Robinson. The vote was 6-0 approved. Adjournment 11:10 a.m. ORDINANCE NO. 2014- AN ORDINANCE ACCE�TING COMPETITNE PR�POSALS AND AWARDING A CONTRACT FOR LABORAT4RY SERVICES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE 4F FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE (RFP 5469-AWARDED TO ANA-LAB CORPORATION IN THE THREE (3} YEAR NOT-TO- EXCE�I� AMOUNT OF $190,000). � WHEREAS, the City has solicited, received and evaluated competitive sealed propasals for laboratory services 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 hereiz� described proposals are the most advantageous to the City considering the relative importance of price and the other evaluat�on factors included in the request for proposals; and WHEREAS, the Ci�y Cozancil has provided in the City Budget for the appropriation of funds ta be used far the purchase of the materials, equipment, supplies or services approved and accepted herein; NO W, THEREFORE, � THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. Tne items in the following ��mbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office o�'the Purchasing Agent, are hereby accepted and approved as being the most ad�antageous ta the City considering the relative importance of pr�ce anc� ihe other evaluation factoxs included in the request for prnposals. RFF NUMBER CONTRACTOR AMOUNT 5469 Ana-Lab Corporation $190,000 S�CTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, th� City accepts �e offer of the persans submitting the proposals for such items and agrees to pu�rchase the materials, eq�.iipment, supplies or services in accordance with the terms, specif catians, standarc�s, quantities and for ihe specified sums contained in the Propasal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submittzng approved amd accepted item.s and of the subrriitted prnposals wish to enter into a formal written agreement as a result of the acceptance, �pproval, and awarding ofthe proposals, th.e City Manager or his designa#ed representative is hereby authorized to execute the written cantract; provided that the written contract is in accordance with the terms, conditions, specificatians, standards, quantities and specified surns container� �n the Proposal �nd related documents herein approved and accepted. SECTION 4. The City Council of the City af Denton, Texas hereby expressly delegates the authority to take any actians that may be required or permitted to be pexformed by the City of Denton under the RFP 5469 to the City Manager of t�e City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval ofthe above enumeratec� bids, the City Council hexeby authorizes the expenditure of funds therefor in the amount and in accordar�ce with the appraved proposals. SECTION 6. This ordinance sha11 become effective immediately upon zts passage and approval. I'ASSED AND APPROVED this the day of , 2414. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �,� - BY: � y `^ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0165, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Distribution Gang Operated Air Break (GOAB) Switches for Denton Municipal Electric; providing for the expenditure of funds therefore; and providing an effective date (RFP 5231-awarded to Stuart C. Irby in the three (3) year not- to-exceed amount of $187,395). RFP INFORMATION This RFP is for the annual contract to supply Distribution Gang Operated Air Break (GOAB) Switches used by Denton Municipal Electric. This proposal includes both horizontally and vertically mounted overhead distribution GOAB switches. Switches are an essential part of the distribution system that allow isolation and reconfiguration of the circuits. Without the purchase of GOAB switches, DME cannot construct, operate, nor maintain overhead three-phase electric facilities or provide electric service to new overhead and underground customers. The items are stocked by the Distribution Center and used as needed. Requests for Proposals were sent to 192 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received (Exhibit 2-Pricing Sheet). The proposal submitted by Techline, Inc. did not include a price for two of the requested items. A Best and Final Offer (BAFO) was conducted which resulted in an early payment discount of 1% proposed by Techline. The proposals were evaluated based upon published criteria including performance, delivery, acceptance of standard terms and conditions, and price. Based upon this evaluation, Stuart C. Irby was ranked the highest and determined to be the best value for the City (Exhibit 1-Ranking Sheet). RECOMMENDATION Approve a contract with Stuart C. Irby for Distribution Gang Operated Air Break (GOAB) Switches in a three (3) year not-to-exceed amount of $187,395. PRINCIPAL PLACE OF BUSINESS Stuart C. Irby Fort Worth, TX City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0165, Version: 1 ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. Agenda Information Sheet June 3, 2014 Page 2 FISCAL INFORMATION The items in this RFP will be funded out of the Distribution Center Working Capital account and charged back to the using department. EXHIBITS Exhibit l: Ranking/Evaluation Sheet Exhibit 2: Pricing Sheet Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349-7133. City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� EXHIBIT 1 RFP 5231 - Ranking, Evaluation and BAFO Sheet for SUPPLY OF DISTRIBUTION GANG OPERATED AIR BREAK (GOAB) SWITCHES Ranking 1 2 Supplier Name Stuart C. Irby Techline, Inc. Principal Place of Business Ft. Worth, TX Ft. Worth, TX Estimate Estimate Item# EST.AQNVUAL UOM COD Distribution Product Description Unit Price Extended Price DeliveryARO Unit Price Extended Price DeliveryARO Center# Da s Da s SECTION A - HORIZONTAL MOUNTED 1 12 EA 28586250 Vector, 25kV, 3pYiase SteeL Crossarm GOAB Switch, Brid es # DE973X-31A $ 2,560.00 $ 30,720.00 6-8 weeks* $ 2,584.00 $ 31,008.00 6-8wks 2 1 EA N/A Vector, 25kV, 3pYiase Fiberglass Crossarm GOAB Switch, Brid es # DE973XF-31A $ 2,736.00 $ 2,736.00 6-8 weeks* $ 3,050.00 $ 3,050.00 6-8wks 3 1 EA N/A �SkV, 3pYiase Fiberglass Crossarm GOAB Switch, S& C 147443f2-A2-ED-701R2S2 $ 4,649.00 $ 4,649.00 8-10 weeks No Quote 4 � EA N/A Switch (12fr), Bridges # DE973X-31E Exfended Len fh $ 2,790.00 $ 8,370.00 6-8 weeks* $ 2,816.00 $ 8,448.00 6-8wks Vector, 25kV, 3pYiase Fiberglass Crossarm 5 1 EA N/A GOAB Switch (12 ft), Bridges # DE973XF- 31E Exfended Len fh $ 3,010.00 $ 3,010.00 6-8 weeks* $ 3,037.00 $ 3,037.00 6-8wks SECTION B- VERTICAL MOUNTED FOR RISER APPLICATIONS Vector, VerRCaL (CabLe Riser) 25kV, 3phase 6 2 EA 2S586D0 SteeL Crossarm GOAB Switch, Bridges # DE973V-31A $ 2,846.00 $ 5,692.00 6-8weeks* $ 2,872.00 $ 5,744.00 6-8wks Vector, VerRCaL (CabLe Riser) 25kV 3phase 7 1 EA N/A Fiberglass Crossarm GOAB Switch, Bridges # DE973VF-31A $ 3,021.00 $ 3,021.00 6-8 weeks* $ 3,048.00 $ 3,048.00 6-8wks S 1 EA N/A �SkV, 3pYiase Fiberglass Crossarm GOAB Switch, SBcC # 147533R2-A2-ED-701R2S2 $ 4,267.00 $ 4,267.00 8-10 weeks No Quote Updated PN: S&C q 147533R4-Pl-EDJ13R4-S2 Total Cost of Products (Annual) $ 62,465.00 Total Cost of Products (Annual) $ 54,335.00 Total Cost of Products - Including Early Payment Discount: $ 53,791.65 *result of BAFO SECTION G ADDER Unit price to change any switch to a 1200A 9 EA N/A ��trciuous Current Rating instead of the $ ll5.00 $ 187.00 standard 900A Current Rating on any of the above switches PaymentTerm Discounts Additional Additional Payment Terms Discount % Discount % Invoice Paid in 20 days 0.00% 0.00% Invoice Paid in 15 days 0.00% 0.00% Invoice Paid in 10 days 0.00% 1.00% Evaluated Score N c �O a W a .y N O a EVALUATION P,obabie P,obabie 15 Pertomao�e 15 15 Pertomao�e 15 5 oeovery 5 5 oeovery 5 [ompfianre with [ompfianre with Termsand Termsand 10 Conditions 8 10 Conditions 9 70 Prire 70 70 Prire 61 TOTALEVALUATED TOTALEVALUATED 100 SCORE 9$ 100 SCORE 9O NOTE: Techline, Inc. did not submit pricing for all items. For evaluation purposes, Techline's score was reduced by 25% based on the number of items submitted. N �M Y�V � �v W N W _ U � � N m a 0 c? Y W � m � a 0 W � � W a 0 P'I M N � a LL � V x C � .s W t' � O S �j V F LL T X � F V � i j 7 � ++ ++ N LL �& da � > " E d o � � � � � � .� � � � � � � � W y � O O O O O O � y O u W O W I� � W uj '_ o �n a� � m a � ai m a o 0 0 � n.� -p m m 0 0� m �n m 0 � d � � � � � O O d Z Z X W N N N N N N V? O O O O O O � � � O lD I� N W C u � a v�i o o� o � a _ ru m ru m ru m C � 3 N N N N N N O a` O o a � ? 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N�MV� N�,�N� y�> o�> roMM� o � o � o � c o W o U � o�� v�'3 v O,x„ �'� v�'� �e v O W v,v W v p q,xn �'� > v> > C7 cv v> > v� W> C7 cn> v� Ca >�w xt cv v� O 3 g o ° � � N N ._ Gl � Q Q Q Q �p Q Q � c ,,, z z z z � z z 0 � � p V N N O V O r��j w w w w w w w 7 a � z y Qd ,-N• ,-• ,-• M ,-• N •.-I •.-I H � E .�-I N M 7 ln t0 I� W N i" 0 � � F O � N 0 ti N ��Y °o Y w 0 � o >, ro � m o ro .v � �� .� .� a� � .� m � � C4 ro � N b��A � � U � o � o � � � � � -o Q. � m o � � U N Q z � � Q � � � � o 0 0 � � o 0 0 — � ; O O O y O O O 'a ,� �°, � ��..'� o 0 0 �,, ��. ��, 0 0 0 > O O O � ORDINANCE NO. 2014- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR DISTRIBUTION GANG OPERATED AIR BREAK {GOAB) SWITCHES FQR DENT4N MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF k'UNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE {RFP 5231-AWARDED TO STUART C. IRBY IN THE THREE (3) YEAR NQT-TO-EXCEED AMOUNT OF $187,395). WHEREAS, the City has solicited, received and evaluated competitive sealed propasals for the supply of Gang Operated Air Break (GOAB) Switches for the City of Denton in accordance with the procedures of State Iaw and City ordinances; and WHEREAS, the City Manager or a designa#ed emplayee has received and reviewed and recammended that the herein described praposals are the most advantageous ta the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, tYxe City Council has pravided in the City Budge# %r the appropriation of funds to be used f�r the purchase of the materials, equipment, supplies or services approved and accepted h�rein; NOW, T'HEREFORE, THE COUNCIL 4F THE CITY OF DENTON HEREBY QRDAINS: SECTION 1. The items in the following �umbered arequest %r propasal �ar materials, equipment, sup�lies or services, shown in the "Request for PropQSals" on file in the office of the P�.u�chasing Agent, are hereby accepted and a�proved as being ihe rnost advantageous to t�e City considering the relative impartance of price and the other evalnation factors included in the request for proposals. RFP NLTMBER CONTRACTOR AMOUNT 5231 Stuart C. Irby Company $I87 395 , S�CTIpN 2. By the acceptance a�d appraval of the abave numbered items of the submitted proposals, tl�e City accepts the offer of the persons snbmitting the proposals for such items and agrees #o p�zrchase the materials, equipment, supplies or services in accordance with t1�e terms, 5pecifications, standards, quantities and for the specif ed sums contained in the Proposal Invitations, Proposals, and reiated documents, SECTION 3. Should the City and person subnnitting approved and accepted xtems and of the submitted propasals 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 representanve is hereby authorzzed to execute the written contract; provided tlaat the written contract is in accordance with the terms, conditions, specifications, standards, quantit�es and �pecified 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 ar permitted to be performed by the City of Denton under �ile 5231 to the City Manager of the City of Denton, Texas, or his designee. SECTI4N 5. By the acceptance and approvat af the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the appraved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPRQVED this the day af , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIPER WALTERS, CiTY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATT4RNEY � � C. BY: - � � EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STUART C. IRBY CO. FOR SUPPLY OF DISTRIBUTION GANG OPERATED AIR BREAK (GOAB) SWITCHES (RFP# 5231 ) THIS CONTRACT is made and entered into this day of A.D., 2014, by and between STUART C. IIZBY CO., a corporation, whose address is 7125 BELTON STREET, FORT WORTH, TEXAS 76118, 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 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 Exhibit "D" and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A") (b) City of Denton Standard Terms and Conditions (Exhibit "B") (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) 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 as noted above. These documents shall be referred to collectively as the "Contract Documents." RFP 5231 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 I� STUART : Y CO. �lu��"��+�RIZED ��:��1ATURE Date: ��"`/�""�, /'—�� " �� , � �, �.. � . Name: � �� `� , � � �.�",.,�.,,..�„�„�, Title: �,� �� .......�.., �......... �� " �, � , �-- ..� �� PHONE NUMBER �i % - � FAX NUMBER CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER i�a��::. RFP 5231 Page 2 EXHIBIT 4 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D 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 price. Individual purchase orders will be issued on an as needed basis. Product Chan�es Durin� 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 �i�n�tc�n��7��sin�„�;(a)�itvc��`�i�nntc�nn.�c�x��, with the above file 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. 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 malce available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier 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. 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 The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. Lf no request is made, then it will be assumed that the original contract price will be in effect. The supplier must submit or make available the manufacturers pricin� sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $187,395. Pricing shall be per Exhibit D attached. Deliverv Lead Time Product or services shall be delivered to the City per the days/weelcs noted in Exhibit D after receipt of the order. RFP 5231 Page 3 EXHIBIT 4 Exhibit B Citv of Denton Standard Purchase Terms and Conditions These sfandard Terms and Condifions and fhe Terms and Condifions, Specificafions, Drawings and ofher requiremenfs included in fhe City of Denfon's solicifafion are applicable fo Contracfs/Purchase Orders issued by fhe City of Denfon hereinafter referred fo as fhe City or Buyer and fhe Seller herein affer referred fo as fhe Supplier. Any deviafions musf be in wrifing and signed by a represenfafive of fhe City's Procuremenf Departmenf and fhe Supplier. No Terms and Condifions confained in fhe Supplier's Proposal response, Invoice or Sfafemenf shall serve fo modify fhe ferms sef for�li herein. If fhere is a conflicf bettiveen fhe provisions on fhe face of fhe Confracf/Purchase Order fhese wriffen provisions will fake precedence. By submiffing an Offer in response fo fhe Solicifafion, fhe Supplier agrees fhaf fhe contracf shall be governed by fhe following ferms and condifions, unless excepfions are duly nofed and fully negofiafed. Unless ofherwise specified in fhe confracf, Sec�ions 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only fo a Solicifa�ion fo purchase Goods, and Secfions 9, 10, ll and 22 shall apply only fo a Solicifafion fo purchase Services fo be performed principally af fhe City's premises or on public righfs-of-way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and iimely provide all deliverables described in ihe Soliciiaiion and in ihe Supplier's Offer in sirici accardance wiih ihe ierms, covenanis, and condiiions of ihe Coniraci and all applicable Federal, Siaie, and local laws, rules, and regulaiions. 2. EFFECTIVE DATE/TERM. Unless oiherwise specified in ihe Soliciiaiion, ihis Coniraci shall be effeciive as of ihe daie ihe coniraci is signed by ihe City, and shall coniinue in effeci uniil all obligaiions are perfarmed in accardance wiih ihe Coniraci. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accardance wiih good commercial praciice and shall include a packing lisi showing ihe descripiion of each iiem, ihe quaniity and unii price unless oiherwise provided in ihe Specificaiions ar Supplemenial Terms and Condiiions, each shipping coniainer shall be clearly and permanenily marked as follows: (a) The Supplier's name and address, (b) ihe City's name, address and purchase arder ar purchase release number and ihe price agreemeni number if applicable, (c) Coniainer number and ioial number of coniainers, e.g. box 1 of 4 boxes, and (d) ihe number of ihe coniainer bearing ihe packing lisi. The Supplier shall bear cosi of packaging. Deliverables shall be suiiably packed io secure lowesi iranspariaiion cosis and io confarm io all ihe requiremenis of common carriers and any applicable specificaiion. The City's couni or weighi shall be final and conclusive on shipmenis noi accompanied by packing lisis. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is noi auihorized io ship ihe deliverables under reservaiion and no iender of a bill of lading will operaie as a iender of deliverables. 5. TITLE & RISK OF LOSS: Tiile io and risk of loss of ihe deliverables shall pass io ihe City only when ihe Ciry acivally receives and accepis ihe deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless oiherwise specified in ihe Supplemenial Terms and Condiiions. Unless oiherwise siaied in ihe Offer, ihe Supplier's price shall be deemed io include all delivery and iranspariaiion charges. The City shall have ihe righi io designaie whai meihod of iranspariaiion shall be used io ship ihe deliverables. The place of delivery shall be ihai sei farih ihe purchase arder. 7. RIGHT OF INSPECTION AND REJECTION: The Ciry expressly reserves all righis under law, including, bui noi limiied io ihe Unifarm Commercial Code, io inspeci ihe deliverables ai delivery befare accepiing ihem, and io rejeci defeciive ar non-confarming deliverables. If ihe City has ihe righi io inspeci ihe Supplier's, ar ihe Supplier's Subconiraciar's, faciliiies, ar ihe deliverables ai ihe Supplier's, ar ihe Supplier's Subconiraciar's, premises, ihe Supplier shall furnish, ar cause io be furnished, wiihoui addiiional charge, all reasonable faciliiies and assisiance io ihe City io faciliiaie such inspeciion. RFP 5231 Page 4 EXHIBIT 4 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender ar delivery of deliverables must fully comply wiih all provisions of ihe Coniraci as io iime of delivery, quality, and quaniity. Any non-complying iender shall consiiiuie a breach and ihe Supplier shall noi have ihe righi io subsiiiuie a confarming iender; provided, where ihe iime far perfarmance has noi yei expired, ihe Supplier may noiify ihe City of ihe inieniion io cure and may ihen make a confarming iender wiihin ihe iime allotted in ihe coniraci. 9. PLACE AND CONDIT ION OF WORK : The City shall provide ihe Supplier access io ihe siies where ihe Supplier is io perfarm ihe services as required in arder far ihe Supplier io perfarm ihe services in a iimely and efficieni manner, in accardance wiih and subjeci io ihe applicable security laws, rules, and regulaiions. The Supplier acknowledges ihai ii has saiisfied iiself as io ihe naiure of ihe City's service requiremenis and specificaiions, ihe locaiion and esseniial characierisiics of ihe wark siies, ihe quality and quaniity of maierials, equipmeni, labar and faciliiies necessary io perfarm ihe services, and any oiher condiiion ar siaie of faci which could in any way affeci perfarmance of ihe Supplier's obligaiions under ihe coniraci. The Supplier hereby releases and holds ihe City harmless from and againsi any liability ar claim far damages of any kind ar naiure if ihe acival siie ar service condiiions differ from expecied condiiions. 10. WORKFORCE A The Supplier shall employ only arderly and compeieni warkers, skilled in ihe perfarmance of ihe services which ihey will perfarm under ihe Coniraci. B. The Supplier, iis employees, subconiraciars, and subconiraciar's employees may noi while engaged in pariicipaiing ar responding io a soliciiaiion or while in ihe course and scope of delivering goods ar services under a City of Denion coniraci ar on ihe City's property . i. use ar possess a firearm, including a concealed handgun ihai is licensed under siaie law, excepi as required by ihe ierms of ihe coniraci; ar ii. use ar possess alcoholic ar oiher inioxicaiing beverages, illegal drugs ar conirolled subsiances, nar may such warkers be inioxicaied, ar under ihe influence of alcohol ar drugs, on ihe job. C. If ihe City ar ihe City's represeniaiive noiifies ihe Supplier ihai any warker is incompeieni, disarderly ar disobedieni, has knowingly ar repeaiedly violaied safety regulaiions, has possessed any firearms, ar has possessed ar was under ihe influence of alcohol ar drugs on ihe job, ihe Supplier shall immediaiely remove such warker from Coniraci services, and may noi employ such warker again on Coniraci services wiihoui ihe City's prior wriiien consent. Immigration: The Supplier represenis and warranis ihai ii shall comply wiih ihe requiremenis of ihe Immigraiion Refarm and Conirol Aci of 1986 and 1990 regarding employmeni verificaiion and reieniion of verificaiion farms far any individuals hired on ar afier November 6, 1986, who will perfarm any labar ar services under ihe Coniraci and ihe Illegal Immigraiion Refarm and Immigrani Responsibility Aci of 1996 ("IIRIRA) enacied on Sepiember 30, 1996. 11. COMPLIANCE WTTH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, ii's Subconiraciars, and iheir respeciive employees, shall comply fully wiih all applicable federal, siaie, and local healih, safety, and environmenial laws, ardinances, rules and regulaiions in ihe perfarmance of ihe services, including bui noi limiied io ihose promulgaied by ihe City and by ihe Occupaiional Safety and Healih Adminisiraiion (OSHA). In case of conflici, ihe mosi siringeni safety requiremeni shall govern. The Supplier shall indemnify and hold ihe City harmless from and againsi all claims, demands, suiis, aciions, judgmenis, fines, penaliies and liability of every kind arising from ihe breach of ihe Supplier's obligaiions under ihis paragraph. Environmental Protection: The supplier shall be in compliance wiih all applicable siandards, arders, ar regulaiions issued pursuani io ihe mandaies of ihe Clean Air Aci (42 U.S.C. §7401 et seq.) and ihe Federal Waier Polluiion Conirol Aci, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A The Supplier shall submii separaie invoices in duplicaie on each purchase arder ar purchase release after each delivery. If partial shipmenis ar deliveries are auihorized by ihe City, a separaie invoice musi be seni far each shipmeni ar 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 iiemized and iranspariaiion RFP 5231 Page 5 EXHIBIT 4 charges, if any, shall be lisied separaiely. A copy of ihe bill of lading and ihe freighi waybill, when applicable, shall be attached io ihe invoice. The Supplier's name, remiiiance address and, if applicable, ihe iax ideniificaiion number on ihe invoice musi exacily maich ihe infarmaiion in ihe Vendar's regisiraiion wiih ihe City. Unless oiherwise insirucied in wriiing, ihe City may rely on ihe remiiiance address specified on ihe Supplier's invoice. C. Invoices far labar shall include a copy of all iime-sheeis wiih irade labar raie and deliverables arder number clearly ideniified. Invoices shall also include a iabulaiion of wark-hours ai ihe appropriaie raies and grouped by wark arder number. Time billed far labar shall be limiied io hours acivally warked ai ihe wark siie. D. Unless oiherwise expressly auihorized in ihe Coniraci, ihe Supplier shall pass ihrough all Subconiraci and oiher auihorized expenses ai acival cosi wiihoui markup. E. Federal excise iaxes, Siaie iaxes, ar City sales iaxes musi noi be included in ihe invoiced amouni. The City will furnish a iax exempiion certificaie upon requesi. 13. PAYMENT: A. All proper invoices need io be seni io Accounis Payable. Approved invoices will be paid wiihin ihirty (30) calendar days of ihe City's receipi of ihe deliverables ar of ihe invoice being received in Accounis Payable, whichever is laier. 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 pariial shipmenis ar deliveries are auihorized by ihe City, ihe Supplier will be paid far ihe pariial shipmeni ar delivery, as siaied above, provided ihai ihe invoice maiches ihe shipmeni ar delivery. D. The City may wiihhold ar sei off ihe eniire paymeni ar pari of any paymeni oiherwise due ihe Supplier io such exieni as may be necessary on accouni of: i. delivery of defeciive ar non-confarming deliverables by ihe Supplier; ii. ihird pariy claims, which are noi covered by ihe insurance which ihe Supplier is required io provide, are filed ar reasonable evidence indicaiing probable filing of such claims; iii. failure of ihe Supplier io pay Subconiraciars, ar far labor, maierials ar equipmeni; iv. damage io ihe property of ihe City ar ihe City's agenis, employees ar suppliers, which is noi covered by insurance required io be provided by ihe Supplier; v. reasonable evidence ihai ihe Supplier's obligaiions will noi be compleied wiihin ihe iime specified in ihe Coniraci, and ihai ihe unpaid balance would noi be adequaie io cover acival ar liquidaied damages far ihe aniicipaied delay; vi. failure of ihe Supplier io submii proper invoices wiih purchase arder number, wiih all required attachmenis and suppariing documeniaiion; ar vii. failure of ihe Supplier io comply wiih any maierial provision of ihe Coniraci Documenis. E. Noiice is hereby given ihai any awarded firm who is in arrears io ihe City of Denion far delinqueni iaxes, ihe City may offsei indebiedness owed ihe City ihrough paymeni wiihholding. F. Paymeni will be made by check unless ihe pariies muivally agree io paymeni by credii card ar elecironic iransfer of funds. The Supplier agrees ihai ihere shall be no addiiional charges, surcharges, ar penaliies io ihe City far paymenis made by credii card ar elecironic funds iransfer. G. The awarding ar coniinuaiion of ihis coniraci is dependeni upon ihe availability of funding. The City's paymeni obligaiions are payable only and solely from funds Appropriaied and available far ihis coniraci. The absence of Appropriaied ar oiher lawfully available funds shall render ihe Coniraci null and void io ihe exieni funds are noi Appropriaied ar available and any deliverables delivered bui unpaid shall be returned io ihe Supplier. The City shall provide ihe Supplier wriiien noiice of ihe failure of ihe City io make an adequaie Appropriaiion far any fiscal year io pay ihe amounis due under ihe Coniraci, ar ihe reduciion of any Appropriaiion io an amouni insufficieni io permii ihe City io pay iis obligaiions under ihe Coniraci. In ihe eveni of none ar inadequaie appropriaiion of funds, ihere will be no penalty nar removal fees charged io ihe City. 14. TRAVEL EXPENSES: All iravel, lodging and per diem expenses in conneciion wiih ihe Coniraci shall be paid by ihe Supplier, unless oiherwise siaied in ihe coniraci ierms. RFP 5231 Page 6 EXHIBIT 4 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed io and ihe Supplier has ideniified Subconiraciars, ihe Supplier is required io submii a Coniraci Close-Oui MBE/WBE Compliance Repari io ihe Purchasing Manager no laier ihan ihe 15ih calendar day afier compleiion of all wark under ihe coniraci. Final paymeni, reiainage, ar boih may be wiihheld if ihe Supplier is noi in compliance wiih ihe requiremenis as accepied by ihe City. B. The making and accepiance of final paymeni will consiiiuie: i. a waiver of all claims by ihe City againsi ihe Supplier, excepi claims (1) which have been previously asseried in wriiing and noi yei seiiled, (2) arising from defeciive wark appearing afier final inspeciion, (3) arising from failure of ihe Supplier io comply wiih ihe Coniraci or ihe ierms of any warranty specified herein, (4) arising from ihe Supplier's coniinuing obligaiions under ihe Coniraci, including bui noi limiied io indemnity and warranty obligaiions, ar(5) arising under ihe City's righi io audii; and ii. a waiver of all claims by ihe Supplier againsi ihe City oiher ihan ihose previously asseried in wriiing and noi yei seiiled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If ihe price siaied on ihe Offer includes ihe cosi of any special iooling ar special iesi equipmeni fabricaied ar required by ihe Supplier far ihe purpose of filling ihis arder, such special iooling equipmeni and any process sheeis relaied ihereio shall become ihe property of ihe City and shall be ideniified by ihe Supplier as such. 17. RIGHT TO AUDTT: A. The City shall have ihe righi io audii and make copies of ihe books, recards and compuiaiions periaining io ihe Coniraci. The Supplier shall reiain such books, recards, documenis and oiher evidence periaining io ihe Coniraci period and five years ihereafier, excepi if an audii is in progress ar audii findings are yei unresolved, in which case recards shall be kepi uniil all audii iasks are compleied and resolved. These books, recards, documenis and oiher evidence shall be available, wiihin ien (10) business days of written requesi. Furiher, ihe Supplier shall also require all Subconiraciars, maierial suppliers, and oiher payees io reiain all books, recards, documenis and oiher evidence periaining io ihe Coniraci, and io allow ihe City similar access io ihose documenis. All books and recards will be made available wiihin a 50 mile radius of ihe City of Denion. The cosi of ihe audii will be barne by ihe City unless ihe audii reveals an overpaymeni of 1% ar greaier. If an overpaymeni of 1% ar greaier occurs, ihe reasonable cosi of ihe audii, including any iravel cosis, musi be barne by ihe Supplier which musi be payable wiihin five (5) business days of receipi of an invoice. B. Failure io comply wiih ihe provisions of ihis seciion shall be a maierial breach of ihe Coniraci and shall consiiiuie, in ihe City's sole discreiion, grounds far ierminaiion ihereof. Each of ihe ierms "books", "recards", "documenis" and "oiher evidence", as used above, shall be consirued io include drafis and elecironic files, even if such drafts ar elecironic files are subsequenily used io generaie ar prepare a final prinied documeni. 18. SUBCONTRACTORS: A. If ihe Supplier ideniified Subconiraciars in a DBE/MBE/WBE agreed io Plan, ihe Supplier shall comply wiih all requiremenis approved by ihe City. The Supplier shall noi iniiially employ any Subconiraciar excepi as provided in ihe Supplier's Plan. The Supplier shall noi subsiiiuie any Subconiraciar ideniified in ihe Plan, unless ihe subsiiiuie has been accepied by ihe City in wriiing. No accepiance by ihe City of any Subconiraciar shall consiiiuie a waiver of any righis ar remedies of ihe City wiih respeci io defeciive deliverables provided by a Subconiraciar. If a Plan has been approved, ihe Supplier is addiiionally required io submii a monihly Subconiraci Awards and Expendiiures Repari io ihe Procuremeni Manager, no laier ihan ihe ienih calendar day of each monih. B. Wark perfarmed far ihe Supplier by a Subconiraciar shall be pursuani io a wriiien coniraci beiween ihe Supplier and Subconiraciar. The ierms of ihe subconiraci may noi conflici wiih ihe ierms of ihe Coniraci, and shall coniain provisions ihai: i. require ihai all deliverables io be provided by ihe Subconiraciar be provided in sirici accardance wiih ihe provisions, specificaiions and ierms of ihe Coniraci; ii. prohibii ihe Subconiraciar from furiher subconiraciing any pariion of ihe Coniraci wiihoui ihe priar wriiien conseni of ihe City and ihe Supplier. The City may require, as a condiiion io such furiher subconiraciing, ihai ihe Subconiraciar posi a paymeni bond in farm, subsiance and amouni accepiable io ihe City; iii. require Subconiraciars io submii all invoices and applicaiions far paymenis, including any claims far addiiional paymenis, damages ar oiherwise, io ihe Supplier in sufficieni iime io enable ihe Supplier io include same wiih iis invoice ar applicaiion far paymeni io ihe City in accardance wiih ihe ierms of ihe Coniraci; iv. require ihai all Subconiraciars obiain and mainiain, ihroughoui ihe ierm of iheir coniraci, insurance in ihe type and amounis specified far ihe Supplier, wiih ihe City being a named insured as iis inieresi shall appear; and v. require ihai ihe Subconiraciar indemnify and hold ihe City harmless io ihe same exieni as ihe Supplier is RFP 5231 Page 7 EXHIBIT 4 required io indemnify ihe City. C. The Supplier shall be fully responsible io ihe City far all acis and omissions of ihe Subconiraciars jusi as ihe Supplier is responsible far ihe Supplier's own acis and omissions. Noihing in ihe Coniraci shall creaie far ihe benefii of any such Subconiraciar any coniracival relaiionship beiween ihe City and any such Subconiracior, nar shall ii creaie any obligaiion on ihe pari of ihe City io pay ar io see io ihe paymeni of any moneys due any such Subconiraciar excepi as may oiherwise be required by law. D. The Supplier shall pay each Subconiraciar iis appropriaie share of paymenis made io ihe Supplier noi laier ihan ien (10) calendar days after receipi of paymeni from ihe City. 19. WARRANTY-PRICE: A The Supplier warranis ihe prices quoied in ihe Offer are no higher ihan ihe Supplier's curreni prices on arders by oihers far like deliverables under similar ierms of purchase. B. The Supplier ceriifies ihai ihe prices in ihe Offer have been arrived ai independenily wiihoui consuliaiion, communicaiion, ar agreemeni far ihe purpose of resiriciing compeiiiion, as io any maiier relaiing io such fees wiih any oiher firm or wiih any compeiiiar. C. In addiiion io any oiher remedy available, ihe City may deduci from any amounis owed io ihe Supplier, ar oiherwise recover, any amounis paid far iiems in excess of ihe Supplier's curreni prices on arders by oihers far like deliverables under similar ierms of purchase. 20. WARRANTY — TITLE: The Supplier warranis ihai ii has good and indefeasible iiile io all deliverables furnished under ihe Coniraci, and ihai ihe deliverables are free and clear of all liens, claims, security inieresis and encumbrances. The Supplier shall indemnify and hold ihe City harmless from and againsi all adverse iiile claims io ihe deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warranis and represenis ihai all deliverables sold ihe Ciry under ihe Coniraci shall be free from defecis in design, workmanship ar manufaciure, and confarm in all maierial respecis io ihe specificaiions, drawings, and descripiions in ihe Soliciiaiion, io any samples furnished by ihe Supplier, io ihe ierms, covenanis and condiiions of ihe Coniraci, and io all applicable Siaie, Federal ar local laws, rules, and regulaiions, and indusiry codes and siandards. Unless oiherwise siaied in ihe Soliciiaiion, ihe deliverables shall be new ar recycled merchandise, and noi used ar recondiiioned. A. Recycled deliverables shall be clearly ideniified as such. B. The Supplier may noi limii, exclude ar disclaim ihe faregoing warranty ar any warranty implied by law; and any aiiempi io do so shall be wiihoui farce ar effeci. C. Unless oiherwise specified in ihe Coniraci, ihe warranty period shall be ai leasi one year from ihe daie of accepiance of ihe deliverables ar from ihe daie of accepiance of any replacemeni deliverables. If during ihe warranty period, one ar mare of ihe above warraniies are breached, ihe Supplier shall prompily upon receipi of demand eiiher repair ihe non-confarming deliverables, ar replace ihe non-confarming deliverables wiih fully confarming deliverables, ai ihe City's opiion and ai no addiiional cosi io ihe City. All cosis incidenial io such repair ar replacemeni, including bui noi limiied io, any packaging and shipping cosis shall be barne exclusively by ihe Supplier. The City shall endeavar io give ihe Supplier wriiien noiice of ihe breach of warranty wiihin ihirty (30) calendar days of discovery of ihe breach of warranty, bui failure io give iimely noiice shall noi impair ihe City's righis under ihis seciion. D. If ihe Supplier is unable ar unwilling io repair ar replace defeciive ar non-confarming deliverables as required by ihe City, ihen in addiiion io any oiher available remedy, ihe City may reduce ihe quaniity of deliverables ii may be required io purchase under ihe Coniraci from ihe Supplier, and purchase confarming deliverables from oiher sources. In such eveni, ihe Supplier shall pay io ihe City upon demand ihe increased cosi, if any, incurred by ihe City io procure such deliverables from anoiher source. E. If ihe Supplier is noi ihe manufaciurer, and ihe deliverables are covered by a separaie manufaciurer's warranty, ihe Supplier shall iransfer and assign such manufacturer's warranty io ihe City. If far any reason ihe manufacturer's warranty cannoi be fully iransferred io ihe City, ihe Supplier shall assisi and cooperaie wiih ihe City io ihe fullesi exieni io enfarce such manufaciurer's warranty far ihe benefii of ihe City. 22. WARRANTY — SERVICES: The Supplier warranis and represenis ihai all services io be provided ihe City under ihe Coniraci will be fully and iimely perfarmed in a good and warkmanlike manner in accardance wiih generally accepied indusiry siandards and praciices, ihe ierms, condiiions, and covenanis of ihe Coniraci, and all applicable Federal, Siaie and local laws, rules ar regulaiions. A. The Supplier may noi limii, exclude ar disclaim ihe faregoing warranty ar any warranty implied by law, and any RFP 5231 Page 8 EXHIBIT 4 aiiempi io do so shall be wiihoui farce ar effeci. B. Unless oiherwise specified in ihe Coniraci, ihe warranty period shall be ai leasi one year from ihe Accepiance Daie. If during ihe warranty period, one ar mare of ihe above warraniies are breached, ihe Supplier shall prompily upon receipi of demand perfarm ihe services again in accardance wiih above siandard ai no addiiional cosi io ihe City. All cosis incidenial io such addiiional perfarmance shall be barne by ihe Supplier. The City shall endeavar io give ihe Supplier wriiien noiice of ihe breach of warranty wiihin ihirty (30) calendar days of discovery of ihe breach warranty, bui failure io give iimely noiice shall noi impair ihe City's righis under ihis seciion. C. If ihe Supplier is unable ar unwilling io perfarm iis services in accardance wiih ihe above siandard as required by ihe City, ihen in addiiion io any oiher available remedy, ihe City may reduce ihe amouni of services ii may be required io purchase under ihe Coniraci from ihe Supplier, and purchase confarming services from oiher sources. In such eveni, ihe Supplier shall pay io ihe City upon demand ihe increased cosi, if any, incurred by ihe City io procure such services from anoiher source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediaie carreciion ar removal and replacemeni of defeciive ar non-confarming deliverables, ihe City prefers io accepi ii, ihe City may do so. The Supplier shall pay all claims, cosis, losses and damages aiiribuiable io ihe City's evaluaiion of and deierminaiion io accepi such defeciive or non-confarming deliverables. If any such accepiance occurs priar io final paymeni, ihe City may deduci such amounis as are necessary io compensaie ihe City far ihe diminished value of ihe defeciive ar non-confarming deliverables. If ihe accepiance occurs after final paymeni, such amouni will be refunded io ihe City by ihe Supplier. 24. RIGHT TO ASSURANCE: Whenever one party io ihe Coniraci in good faiih has reason io quesiion ihe oiher pariy's inieni io perfarm, demand may be made io ihe oiher party for written assurance of ihe inieni io perfarm. In ihe eveni ihai no assurance is given wiihin ihe iime specified after demand is made, ihe demanding party may ireai ihis failure as an aniicipaiory repudiaiion of ihe Coniraci. 25. STOP WORK NOTICE : The City may issue an immediaie Siop Wark Noiice in ihe eveni ihe Supplier is observed perfarming in a manner ihai is in violaiion of Federal, Siaie, ar local guidelines, ar in a manner ihai is deiermined by ihe City io be unsafe io eiiher life ar properiy. Upon noiificaiion, ihe Supplier will cease all wark uniil noiified by ihe City ihai ihe violaiion ar unsafe condiiion has been carrecied. The Supplier shall be liable far all cosis incurred by ihe City as a resuli of ihe issuance of such Siop Wark Noiice. 26. DEFAULT: The Supplier shall be in defauli under ihe Coniraci if ihe Supplier (a) fails io fully, iimely and faiihfully perfarm any of iis maierial obligaiions under ihe Coniraci, (b) fails io provide adequaie assurance of perfarmance under Paragraph 24, (c) becomes insolveni ar seeks relief under ihe bankrupicy laws of ihe Uniied Siaies ar(d) makes a maierial misrepreseniaiion in Supplier's Offer, ar in any repari ar deliverable required io be submitted by ihe Supplier io ihe City. 27. TERMINATION FOR CAUSE: In ihe eveni of a defauli by ihe Supplier, ihe City shall have ihe righi io ierminaie ihe Coniraci far cause, by written noiice effeciive ien (10) calendar days, unless oiherwise specified, after ihe daie of such noiice, unless ihe Supplier, wiihin such ien (10) day period, cures such defauli, ar provides evidence sufficieni io prove io ihe City's reasonable saiisfaciion ihai such defauli does noi, in faci, exisi. In addiiion io any oiher remedy available under law ar in equity, ihe City shall be eniiiled io recover all acival damages, cosis, losses and expenses, incurred by ihe City as a resuli of ihe Supplier's defauli, including, wiihoui limiiaiion, cosi of cover, reasonable attarneys' fees, couri cosis, and prejudgmeni and posi judgmeni inieresi ai ihe maximum lawful raie. Addiiionally, in ihe eveni of a defauli by ihe Supplier, ihe City may remove ihe Supplier from ihe City's vendar lisi for ihree (3) years and any Offer submiiied by ihe Supplier may be disqualified far up io ihree (3) years. All righis and remedies under ihe Coniraci are cumulaiive and are noi exclusive of any oiher righi ar remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The Ciry shall have ihe righi io ierminaie ihe Coniraci, in whole ar in part, wiihoui cause any iime upon ihirty (30) calendar days' prior written noiice. Upon receipi of a noiice of ierminaiion, ihe Supplier shall prompily cease all furiher wark pursuani io ihe Coniraci, wiih such excepiions, if any, specified in ihe noiice of ierminaiion. The City shall pay ihe Supplier, io ihe exieni of funds Appropriaied ar oiherwise legally available far such purposes, far all goods delivered and services perfarmed and obligaiions incurred priar io ihe daie of ierminaiion in accardance wiih ihe ierms hereof. RFP 5231 Page 9 EXHIBIT 4 29. FRAUD: Frauduleni siaiemenis by ihe Supplier on any Offer ar in any repari ar deliverable required io be submitted by ihe Supplier io ihe City shall be grounds far ihe ierminaiion of ihe Coniraci far cause by ihe City and may resuli in legal aciion. 30. DELAYS: A. The City may delay scheduled delivery ar oiher due daies by wriiien noiice io ihe Supplier if ihe City deems ii is in iis besi inieresi. If such delay causes an increase in ihe cosi of ihe wark under ihe Coniraci, ihe City and ihe Supplier shall negoiiaie an equiiable adjusimeni far cosis incurred by ihe Supplier in ihe Coniraci price and execuie an amendmeni io ihe Coniraci. The Supplier musi asseri iis righi io an adjusimeni wiihin ihirty (30) calendar days from ihe daie of receipi of ihe noiice of delay. Failure io agree on any adjusied price shall be handled under ihe Dispuie Resoluiion process specified in paragraph 49. However, noihing in ihis provision shall excuse ihe Supplier from delaying ihe delivery as noiified. B. Neiiher pariy shall be liable far any defauli ar delay in ihe perfarmance of iis obligaiions under ihis Coniraci if, while and io ihe exieni such defauli ar delay is caused by acis of God, fire, riois, civil commoiion, labar disrupiions, saboiage, sovereign conduci, ar any oiher cause beyond ihe reasonable conirol of such Party. In ihe eveni of defauli ar delay in coniraci perfarmance due io any of ihe faregoing causes, ihen ihe iime far compleiion of ihe services will be exiended; provided, however, in such an eveni, a conference will be held wiihin ihree (3) business days io esiablish a muivally agreeable period of iime reasonably necessary io overcome ihe effeci of such failure io perfarm. 31. INDEMNITY: A. Definiiions: i. "Indemnified Claims" shall include any and all claims, demands, suiis, causes of aciion, judgmenis and liability of every characier, type ar descripiion, including all reasonable cosis and expenses of liiigaiion, mediaiion ar oiher aliernaie dispuie resoluiion mechanism, including attarney and oiher professional fees far: (1) damage io ar loss of ihe property of any person (including, bui noi limiied io ihe City, ihe Supplier, iheir respeciive agenis, officers, employees and subconiraciars; ihe officers, agenis, and employees of such subconiraciars; and ihird pariies); and/ar (2) deaih, bodily injury, illness, disease, warker's compensaiion, loss of services, ar loss of income or wages io any person (including bui noi limiied io ihe agenis, officers and employees of ihe City, ihe Supplier, ihe Supplier's subconiraciars, and ihird pariies), ii. "Fauli" shall include ihe sale of defeciive ar non-confarming deliverables, negligence, willful misconduci ar a breach of any legally imposed sirici liability siandard. 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 requiremenis are applicable, in addiiion io ihe specific insurance requiremenis deiailed in ihe soliciiaiion documeni. The successful firm shall procure and mainiain insurance of ihe types and in ihe minimum amounis accepiable io ihe City of Denion. The insurance shall be written by a company licensed io do business in ihe Siaie of Texas and saiisfaciory io ihe City of Denion. A. General Requiremenis. i. The Supplier shall ai a minimum carry insurance in ihe types and amounis indicaied and agreed io, as submitted io ihe City and approved by ihe City wiihin ihe procuremeni process, far ihe duraiion of ihe Coniraci, including exiension opiions and hold over periods, and during any warranty period. ii. The Supplier shall provide Ceriificaies of Insurance wiih ihe coverage's and endarsemenis required io ihe City as verificaiion of coverage priar io coniraci execuiion and wiihin fourieen (14) calendar days after wriiien requesi from ihe City. Failure io provide ihe required Ceriificaie of Insurance may subjeci ihe Offer io disqualificaiion from consideraiion far award. The Supplier musi also forward a Ceriificaie of Insurance io ihe City whenever a previously ideniified policy period has expired, ar an exiension opiion ar hold over period is exercised, as verificaiion of coniinuing coverage. iii. The Supplier shall noi commence wark uniil ihe required insurance is obiained and uniil such insurance has been reviewed by ihe City. Approval of insurance by ihe City shall noi relieve ar decrease ihe liability of ihe Supplier hereunder and shall noi be consirued io be a limiiaiion of liability on ihe pari of ihe Supplier. iv. The Supplier musi submii ceriificaies of insurance io ihe City far all subconiraciars priar io ihe RFP 5231 Page 10 EXHIBIT 4 subconiraciars commencing wark on ihe projeci. v. The Supplier's and all subconiraciars' insurance coverage shall be written by companies licensed io do business in ihe Siaie of Texas ai ihe iime ihe policies are issued and shall be written by companies wiih AM Besi raiings of A- VII or better. The City will accepi warkers' compensaiion coverage written by ihe Texas Warkers' Compensaiion Insurance Fund. vi. All endarsemenis naming ihe City as addiiional insured, waivers, and noiices of cancellaiion endarsemenis as well as ihe Ceriificaie of Insurance shall coniain ihe soliciiaiion number and ihe following infarmaiion: City of Denion Maierials Managemeni Deparimeni 901B Texas Sireei Denion, Texas 76209 vii. The "oiher" insurance clause shall noi apply io ihe City where ihe City is an addiiional insured shown on any policy. Ii is iniended ihai policies required in ihe Coniraci, covering boih ihe City and ihe Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are noi written far amounis agreed io wiih ihe City, ihe Supplier shall carry Umbrella ar Excess Liability Insurance far any differences in amounis specified. If Excess Liability Insurance is provided, ii shall follow ihe farm of ihe primary coverage. ix. The City shall be eniiiled, upon requesi, ai an agreed upon locaiion, and wiihoui expense, io review ceriified copies of policies and endarsemenis ihereio and may make any reasonable requesis far deleiion ar revision ar modificaiion of pariicular policy ierms, condiiions, limiiaiions, ar exclusions excepi where policy provisions are esiablished by law ar regulaiions binding upon eiiher of ihe pariies hereio ar ihe underwriier on any such policies. x. The City reserves ihe righi io review ihe insurance requiremenis sei farih during ihe effeciive period of ihe Coniraci and io make reasonable adjusimenis io insurance coverage, limiis, and exclusions when deemed necessary and prudeni by ihe City based upon changes in siaiuiory law, couri decisions, ihe claims hisiory of ihe indusiry ar financial condiiion of ihe insurance company as well as ihe Supplier. xi. The Supplier shall noi cause any insurance io be canceled nar permii any insurance io lapse during ihe ierm of ihe Coniraci ar as required in ihe Coniraci. xii. The Supplier shall be responsible far premiums, deduciibles and self-insured reieniions, if any, siaied in policies. All deduciibles ar self-insured reieniions shall be disclosed on ihe Certificaie of Insurance. xiii. The Supplier shall endeavar io provide ihe City ihirty (30) calendar days' wriiien noiice of erosion of ihe aggregaie limiis below occurrence limiis far all applicable coverage's indicaied wiihin ihe Coniraci. xiv. The insurance coverage's specified in wiihin ihe soliciiaiion and requiremenis are required minimums and are noi iniended io limii ihe responsibility ar liability of ihe Supplier. B. Specific Coverage Requiremenis: Specific insurance requiremenis are coniained in ihe soliciiaiion insirumeni. 33. CLAIMS: If any claim, demand, suii, ar oiher aciion is asseried againsi ihe Supplier which arises under ar concerns ihe Coniraci, or which could have a maierial adverse affeci on ihe Supplier's ability io perfarm ihereunder, ihe Supplier shall give wriiien noiice ihereof io ihe City wiihin ien (10) calendar days afier receipi of noiice by ihe Supplier. Such noiice io ihe City shall siaie ihe daie of noiificaiion of any such claim, demand, suii, ar oiher aciion; ihe names and addresses of ihe claimani(s); ihe basis ihereof; and ihe name of each person againsi whom such claim is being asseried. Such noiice shall be delivered personally or by mail and shall be seni io ihe City and io ihe Denion City Aiiarney. Personal delivery io ihe City Aiiarney shall be io City Hall, 215 Easi McKinney Sireei, Denion, Texas 76201. 34. NOTICES: Unless oiherwise specified, all noiices, requesis, ar oiher communicaiions required ar appropriaie io be given under ihe Coniraci shall be in wriiing and shall be deemed delivered ihree (3) business days afier posimarked if seni by U.S. Posial Service Ceriified ar Regisiered Mail, Reiurn Receipi Requesied. Noiices delivered by oiher means shall be deemed delivered upon receipi by ihe addressee. Rouiine communicaiions may be made by firsi class mail, ielefax, ar oiher commercially accepied means. Noiices io ihe Supplier shall be seni io ihe address specified in ihe Supplier's Offer, ar ai such oiher address as a pariy may noiify ihe oiher in wriiing. Noiices io ihe City shall be addressed io ihe City ai 901B Texas Sireei, Denion, Texas 76209 and marked io ihe atteniion of ihe Purchasing Manager. RFP 5231 Page 11 EXHIBIT 4 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All maierial submiiied by ihe Supplier io ihe City shall become property of ihe City upon receipi. Any pariions of such maierial claimed by ihe Supplier io be proprieiary musi be clearly marked as such. Deierminaiion of ihe public naiure of ihe maierial is subjeci io ihe Texas Public Infarmaiion Aci, Chapier 552, and Texas Governmeni Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represenis and warranis io ihe City ihai: (i) ihe Supplier shall provide ihe City good and indefeasible iiile io ihe deliverables and (ii) ihe deliverables supplied by ihe Supplier in accardance wiih ihe specificaiions in ihe Coniraci will noi infringe, direcily ar coniribuiorily, any paieni, irademark, copyrighi, irade secrei, ar any oiher iniellecival property righi of any kind of any ihird party; ihai no claims have been made by any person ar eniity wiih respeci io ihe ownership ar operaiion of ihe deliverables and ihe Supplier does noi know of any valid basis far any such claims. The Supplier shall, ai iis sole expense, defend, indemnify, and hold ihe City harmless from and againsi all liability, damages, and cosis (including couri cosis and reasonable fees of attarneys and oiher professionals) arising oui of ar resuliing from: (i) any claim ihai ihe City's exercise anywhere in ihe warld of ihe righis associaied wiih ihe City's' ownership, and if applicable, license righis, and iis use of ihe deliverables infringes ihe iniellecival property righis of any ihird party; ar(ii) ihe Supplier's breach of any of Supplier's represeniaiions or warraniies siaied in ihis Coniraci. In ihe eveni of any such claim, ihe City shall have ihe righi io moniiar such claim ar ai iis opiion engage iis own separaie counsel io aci as co-counsel on ihe City's behalf. Furiher, Supplier agrees ihai ihe City's specificaiions regarding ihe deliverables shall in no way diminish Supplier's warraniies ar obligaiions under ihis paragraph and ihe City makes no warranty ihai ihe produciion, developmeni, ar delivery of such deliverables will noi impaci such warraniies of Supplier. 37. CONFIDENTIALITY: In arder io provide ihe deliverables io ihe City, Supplier may require access io ceriain of ihe City's and/ar iis licensars' confideniial infarmaiion (including inveniions, employee infarmaiion, irade secreis, confideniial know-how, confideniial business infarmaiion, and oiher infarmaiion which ihe City ar iis licensars consider confideniial) (colleciively, "Confideniial Infarmaiion"). Supplier acknowledges and agrees ihai ihe Confideniial Infarmaiion is ihe valuable property of ihe City and/ar iis licensars and any unauihorized use, disclosure, disseminaiion, ar oiher release of ihe Confideniial Infarmaiion will subsianiially injure ihe City and/ar iis licensars. The Supplier (including iis employees, subconiraciars, agenis, ar represeniaiives) agrees ihai ii will mainiain ihe Confideniial Infarmaiion in sirici confidence and shall noi disclose, disseminaie, copy, divulge, recreaie, ar oiherwise use ihe Confideniial Infarmaiion wiihoui ihe prior wriiien conseni of ihe City ar in a manner noi expressly permiiied under ihis Agreemeni, unless ihe Confideniial Infarmaiion is required io be disclosed by law ar an arder of any couri ar oiher governmenial auihority wiih proper jurisdiciion, provided ihe Supplier prompily noiifies ihe City befare disclosing such infarmaiion so as io permii ihe City reasonable iime io seek an appropriaie proieciive arder. The Supplier agrees io use proieciive measures no less siringeni ihan ihe Supplier uses wiihin iis own business io proieci iis own mosi valuable infarmaiion, which proieciive measures shall under all circumsiances be ai leasi reasonable measures io ensure ihe coniinued confideniiality of ihe Confideniial Infarmaiion. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all righis, iiiles, and inieresis ihroughoui ihe warld in and io ihe deliverables. A. Paienis. As io any paieniable subjeci maiier coniained in ihe deliverables, ihe Supplier agrees io disclose such paieniable subjeci matter io ihe City. Furiher, if requesied by ihe City, ihe Supplier agrees io assign and, if necessary, cause each of iis employees io assign ihe eniire righi, iiile, and inieresi io specific inveniions under such paieniable subjeci maiier io ihe City and io execuie, acknowledge, and deliver and, if necessary, cause each of iis employees io execuie, acknowledge, and deliver an assignmeni of leiiers paieni, in a farm io be reasonably approved by ihe City, io ihe City upon requesi by ihe City. B. Copyrighis. As io any deliverables coniaining copyrighiable subjeci matter, ihe Supplier agrees ihai upon iheir creaiion, such deliverables shall be considered as wark made-far-hire by ihe Supplier far ihe City and ihe City shall own all copyrighis in and io such deliverables, provided however, ihai noihing in ihis Paragraph 38 shall negaie ihe City's sole ar joini ownership of any such deliverables arising by virtue of ihe City's sole ar joini auiharship of such deliverables. Should by operaiion of law, such deliverables noi be considered warks made-far-hire, ihe Supplier hereby assigns io ihe City (and agrees io cause each of iis employees providing services io ihe City hereunder io execuie, acknowledge, and deliver an assignmeni io ihe City o� all warldwide righi, iiile, and inieresi in and io such deliverables. Wiih respeci io such wark made-far-hire, ihe Supplier agrees io execuie, acknowledge, and deliver and cause each of iis employees providing services io ihe City hereunder io execuie, acknowledge, and deliver a wark- made-far-hire agreemeni, in a farm io be reasonably approved by ihe City, io ihe City upon delivery of such deliverables io ihe City ar ai such oiher iime as ihe City may requesi. RFP 5231 Page 12 EXHIBIT 4 C. Addiiional Assignmenis. The Supplier furiher agrees io, and if applicable, cause each of iis employees io, execuie, acknowledge, and deliver all applicaiions, specificaiions, oaihs, assignmenis, and all oiher insirumenis which ihe City mighi reasonably deem necessary in arder io apply far and obiain copyrighi proieciion, mask wark regisiraiion, irademark regisiraiion and/ar proieciion, letters paieni, ar any similar righis in any and all couniries and in arder io assign and convey io ihe City, iis successars, assigns and nominees, ihe sole and exclusive righi, iiile, and inieresi in and io ihe deliverables. The Supplier's obligaiions io execuie, acknowledge, and deliver (ar cause io be execuied, acknowledged, and delivered) insirumenis ar papers such as ihose described in ihis Paragraph 38 a., b., and c. shall coniinue afier ihe ierminaiion of ihis Coniraci wiih respeci io such deliverables. In ihe eveni ihe City should noi seek io obiain copyrighi proieciion, mask wark regisiraiion ar paieni proieciion far any of ihe deliverables, bui should desire io keep ihe same secrei, ihe Supplier agrees io ireai ihe same as Confideniial Infarmaiion under ihe ierms of Paragraph 37 above. 39. PUBLICATIONS: All published maierial and wriiien reparis submitted under ihe Coniraci musi be originally developed maierial unless oiherwise specifically provided in ihe Coniraci. When maierial noi originally developed is included in a repari in any farm, ihe source shall be ideniified. 40. ADVERTISING: The Supplier shall noi adveriise ar publish, wiihoui ihe City's priar conseni, ihe faci ihai ihe City has eniered inio ihe Coniraci, excepi io ihe exieni required by law. 41. NO CONTINGENT FEES: The Supplier warranis ihai no person ar selling agency has been employed ar reiained io solicii ar secure ihe Coniraci upon any agreemeni ar undersianding far commission, perceniage, brokerage, ar coniingeni fee, excepiing bona fide employees of bona fide esiablished commercial ar selling agencies mainiained by ihe Supplier for ihe purpose of securing business. Far breach or violaiion of ihis warranty, ihe City shall have ihe righi, in addiiion io any oiher remedy available, io cancel ihe Coniraci wiihoui liability and io deduci from any amounis owed io ihe Supplier, ar oiherwise recover, ihe full amouni of such commission, perceniage, brokerage ar coniingeni fee. 42. GRATUITIES: The City may, by written noiice io ihe Supplier, cancel ihe Coniraci wiihoui liability if ii is deiermined by ihe City ihai graiuiiies were offered ar given by ihe Supplier ar any ageni ar represeniaiive of ihe Supplier io any officer ar employee of ihe City of Denion wiih a view ioward securing ihe Coniraci ar securing favarable ireaimeni wiih respeci io ihe awarding ar amending ar ihe making of any deierminaiions wiih respeci io ihe perfarming of such coniraci. In ihe eveni ihe Coniraci is canceled by ihe City pursuani io ihis provision, ihe City shall be eniiiled, in addiiion io any oiher righis and remedies, io recover or wiihhold ihe amouni of ihe cosi incurred by ihe Supplier in providing such graiuiiies. 43. PROHIBTTION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consuliani, ar elecied official of ihe City who is involved in ihe developmeni, evaluaiion, ar decision-making process of ihe perfarmance of any soliciiaiion shall have a financial inieresi, direci ar indireci, in ihe Coniraci resuliing from ihai soliciiaiion. Any willful violaiion of ihis seciion shall consiiiuie impropriety in office, and any officer ar employee guilty ihereof shall be subjeci io disciplinary aciion up io and including dismissal. Any violaiion of ihis provision, wiih ihe knowledge, expressed ar implied, of ihe Supplier shall render ihe Coniraci voidable by ihe City. The Supplier shall compleie and submii ihe City's Conflici of Inieresi Quesiionnaire (Attachment B). 44. INDEPENDENT SUPPLIER The Coniraci shall noi be consirued as creaiing an employer/employee relaiionship, a parinership, ar a joini veniure. The Supplier's services shall be ihose of an independeni supplier. The Supplier agrees and undersiands ihai ihe Coniraci does noi grani any righis ar privileges esiablished far employees of ihe City of Denion, Texas far ihe purposes of income iax, wiihholding, social security iaxes, vacaiion ar sick leave benefiis, warker's compensaiion, ar any oiher City employee benefii. The City shall noi have supervision and conirol of ihe Supplier ar any employee of ihe Supplier, and ii is expressly undersiood ihai Supplier shall perform ihe services hereunder accarding io ihe attached specificaiions ai ihe general direciion of ihe City Manager of ihe City of Denion, Texas, ar his designee under ihis agreemeni. 45. ASSIGNMENT-DELEGATION: The Coniraci shall be binding upon and ensure io ihe benefii of ihe City and ihe Supplier and iheir respeciive successars and assigns, provided however, ihai no righi ar inieresi in ihe Coniraci shall be assigned and no obligaiion shall be delegaied by ihe Supplier wiihoui ihe prior wriiien conseni of ihe City. Any aiiempied assignmeni or delegaiion by ihe Supplier shall be void unless made in confarmity wiih ihis paragraph. The Coniraci is noi iniended io confer righis ar benefiis on any person, firm ar eniity noi a party hereio; ii RFP 5231 Page 13 EXHIBIT 4 being ihe inieniion of ihe parties ihai ihere are no ihird party beneficiaries io ihe Coniraci. 46. WAIVER: No claim ar righi arising oui of a breach of ihe Coniraci can be discharged in whole ar in pari by a waiver ar renunciaiion of ihe claim ar righi unless ihe waiver ar renunciaiion is supparied by consideraiion and is in wriiing signed by ihe aggrieved party. No waiver by eiiher ihe Supplier ar ihe City of any one ar mare evenis of defauli by ihe oiher party shall operaie as, ar be consirued io be, a permaneni waiver of any righis ar obligaiions under ihe Coniraci, ar an express ar implied accepiance of any oiher exisiing ar fuiure defauli ar defaulis, wheiher of a similar ar differeni characier. 47. MODIFICATIONS: The Coniraci can be modified ar amended only by a wriiing signed by boih pariies. No pre-prinied ar similar ierms on any ihe Supplier invoice, arder ar oiher documeni shall have any farce ar effeci io change ihe ierms, covenanis, and condiiions of ihe Coniraci. 48. INTERPRETATION: The Coniraci is iniended by ihe pariies as a final, compleie and exclusive siaiemeni of ihe ierms of iheir agreemeni. No course of priar dealing beiween ihe pariies ar course of perfarmance ar usage of ihe irade shall be relevani io supplemeni ar explain any ierm used in ihe Coniraci. Alihough ihe Coniraci may have been subsianiially drafied by one party, ii is ihe inieni of ihe pariies ihai all provisions be consirued in a manner io be fair io boih pariies, reading no provisions mare siricily againsi one party ar ihe oiher. Whenever a ierm defined by ihe Unifarm Commercial Code, as enacied by ihe Siaie of Texas, is used in ihe Coniraci, ihe UCC definiiion shall conirol, unless oiherwise defined in ihe Coniraci. 49. DISPUTE RESOLUTION: A. If a dispuie arises oui of ar relaies io ihe Coniraci, ar ihe breach ihereof, ihe pariies agree io negoiiaie priar io prosecuiing a suii far damages. However, ihis seciion does noi prohibii ihe filing of a lawsuii io ioll ihe running of a siaiuie of limiiaiions ar io seek injunciive relief. Eiiher pariy may make a wriiien requesi far a meeiing beiween represeniaiives of each party wiihin fourieen (14) calendar days afier receipi of ihe requesi ar such laier period as agreed by ihe pariies. Each party shall include, ai a minimum, one (1) seniar level individual wiih decision-making auihority regarding ihe dispuie. The purpose of ihis and any subsequeni meeiing is io aiiempi in good faiih io negoiiaie a resoluiion of ihe dispuie. If, wiihin ihirty (30) calendar days afier such meeiing, ihe parties have noi succeeded in negoiiaiing a resoluiion of ihe dispuie, ihey will proceed direcily io mediaiion as described below. Negoiiaiion may be waived by a wriiien agreemeni signed by boih pariies, in which eveni ihe pariies may proceed direcily io mediaiion as described below. B. If ihe efforts io resolve ihe dispuie ihrough negoiiaiion fail, ar ihe pariies waive ihe negoiiaiion process, ihe pariies may seleci, wiihin ihirty (30) calendar days, a mediaiar irained in mediaiion skills io assisi wiih resoluiion of ihe dispuie. Should ihey choose ihis opiion; ihe City and ihe Supplier agree io aci in good faiih in ihe seleciion of ihe mediaiar and io give consideraiion io qualified individuals nominaied io aci as mediaiar. Noihing in ihe Coniraci prevenis ihe pariies from relying on ihe skills of a person who is irained in ihe subjeci matter of ihe dispuie ar a coniraci inierpreiaiion experi. If ihe pariies fail io agree on a mediaior wiihin ihirty (30) calendar days of iniiiaiion of ihe mediaiion process, ihe mediaiar shall be selecied by ihe Denion County Aliernaiive Dispuie Resoluiion Program (DCAP). The pariies agree io pariicipaie in mediaiion in good faiih far up io ihirty (30) calendar days from ihe daie of ihe firsi mediaiion session. The City and ihe Supplier will share ihe mediaiar's fees equally and ihe pariies will bear iheir own cosis of pariicipaiion such as fees far any consulianis ar aiiorneys ihey may uiilize io represeni ihem ar oiherwise assisi ihem in ihe mediaiion. 50. JURISDICTION AND VENUE: The Coniraci is made under and shall be governed by ihe laws of ihe Siaie of Texas, including, when applicable, ihe Unifarm Commercial Code as adopied in Texas, V.T.C.A., Bus. & Comm. Code, Chapier 1, excluding any rule ar principle ihai would refer io and apply ihe subsianiive law of anoiher siaie ar jurisdiciion. All issues arising from ihis Coniraci shall be resolved in ihe couris of Denion County, Texas and ihe parties agree io submii io ihe exclusive personal jurisdiciion of such couris. The faregoing, however, shall noi be consirued ar inierpreied io limii ar resirici ihe righi ar ability of ihe City io seek and secure injunciive relief from any compeieni auihority as coniemplaied herein. 51. INVALIDITY: The invalidity, illegality, ar unenfarceability of any provision of ihe Coniraci shall in no way affeci ihe validity ar enfarceability of any oiher pariion ar provision of ihe Coniraci. Any void provision shall be deemed severed from ihe Coniraci and ihe balance of ihe Coniraci shall be consirued and enfarced as if ihe Coniraci did noi coniain ihe pariicular pariion ar provision held io be void. The pariies furiher agree io refarm ihe Coniraci io replace any siricken provision wiih a valid provision ihai comes as close as possible io ihe inieni of ihe siricken RFP 5231 Page 14 EXHIBIT 4 provision. The provisions of ihis seciion shall noi preveni ihis eniire Coniraci from being void should a provision which is ihe essence of ihe Coniraci be deiermined io be void. 52. HOLIDAYS: The following holidays are observed by ihe City New Year's Day (observed) MLK Day Memorial Day 4ih of July Labar Day Thanksgiving Day Day After Thanksgiving Chrisimas Eve (observed) Chrisimas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saiurday, ii will be observed on ihe preceding Friday. If a Legal Holiday falls on Sunday, ii will be observed on ihe following Monday. Narmal hours of operaiion shall be beiween 8:00 am and 4:00 pm, Monday ihrough Friday, excluding City of Denion Holidays. Any scheduled deliveries or wark perfarmance noi wiihin ihe narmal hours of operaiion must be approved by ihe City Manager of Denion, Texas ar his auihorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of ihe Coniraci ihai impose coniinuing obligaiions on ihe pariies, including bui noi limiied io ihe warranty, indemnity, and confideniiality obligaiions of ihe pariies, shall survive ihe expiraiion ar ierminaiion of ihe Coniraci. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denion is prohibiied from coniraciing wiih ar making prime ar sub-awards io pariies ihai are suspended ar debarred or whose principals are suspended ar debarred from Federal, Siaie, ar City of Denion Coniracis. By accepiing a Coniraci wiih ihe City, ihe Vendar ceriifies ihai iis firm and iis principals are noi currenily suspended ar debarred from doing business wiih ihe Federal Governmeni, as indicaied by ihe General Services Adminisiraiion Lisi of Pariies Excluded from Federal Procuremeni and Non-Procuremeni Programs, ihe Siaie of Texas, ar ihe City of Denion. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, ar Offerar's ageni, shall engage in any discriminaiory employmeni praciice. No person shall, on ihe grounds of race, sex, age, disability, creed, color, geneiic iesiing, ar naiional origin, be refused ihe benefiis of, ar be oiherwise subjecied % discriminaiion under any aciiviiies resuliing from ihis RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, ar Offerar's ageni, shall engage in any discriminaiory employmeni praciice againsi individuals wiih disabiliiies as defined in ihe ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requiremenis are applicable, in addiiion io ihe specific federally funded requiremenis. A. Definiiions. As used in ihis paragraph — i. "Componeni° means an ariicle, maierial, ar supply incorparaied direcily inio an end produci. ii. "Cosi of componenis° means - (1) Far componenis purchased by ihe Supplier, ihe acquisiiion cosi, including iranspariaiion cosis io ihe place of incorparaiion inio ihe end produci (wheiher ar noi such cosis are paid io a domesiic firm), and any applicable duty (wheiher ar noi a duty-free eniry ceriificaie is issued); ar (2) Far componenis manufaciured by ihe Supplier, all cosis associaied wiih ihe manufaciure of ihe componeni, including iransportaiion cosis as described in paragraph (1) of ihis definiiion, plus allocable overhead cosis, bui excluding profii. Cosi of componenis does noi include any cosis associaied wiih ihe manufaciure of ihe end produci. iii. "Domesiic end produci° means- (1) An unmanufaciured end produci mined ar produced in ihe Uniied Siaies; ar RFP 5231 Page 15 EXHIBIT 4 (2) An end produci manufactured in ihe Uniied Siaies, if ihe cosi of iis componenis mined, produced, ar manufaciured in ihe Uniied Siaies exceeds 50 perceni of ihe cosi of all iis componenis. Componenis of fareign origin of ihe same class ar kind as ihose ihai ihe agency deiermines are noi mined, produced, ar manufaciured in sufficieni and reasonably available commercial quaniiiies of a saiisfaciory quality are ireaied as domesiic. Scrap generaied, collecied, and prepared far processing in ihe Uniied Siaies is considered domesiic. iv. "End produci° means ihose ariicles, maierials, and supplies io be acquired under ihe coniraci far public use. v. "Fareign end produci° means an end produci oiher ihan a domesiic end produci. vi. "Uniied Siaies° means ihe 50 Siaies, ihe Disirici of Columbia, and ouilying areas. B. The Buy American Aci (41 U.S.C. l0a - lOd) provides a preference far domesiic end producis far supplies acquired far use in ihe Uniied Siaies. C. The City does noi mainiain a lisi of fareign articles ihai will be ireaied as domesiic far ihis Coniraci; bui will consider far approval fareign ariicles as domesiic far ihis produci if ihe ariicles are on a lisi approved by anoiher Governmenial Agency. The Offerar shall submii documeniaiion wiih iheir Offer demonsiraiing ihai ihe ariicle is on an approved Governmenial lisi. D. The Supplier shall deliver only domesiic end producis excepi io ihe exieni ihai ii specified delivery of fareign end producis in ihe provision of ihe Soliciiaiion eniiiled "Buy American Aci Ceriificaie". 57. RIGHT TO INFORMATION: The City of Denion reserves ihe righi io use any and all infarmaiion presenied in any response io ihis soliciiaiion, wheiher amended ar noi, excepi as prohibiied by law. Seleciion of rejeciion of ihe submittal does noi affeci ihis righi. 58. LICENSE FEES OR TAXES: Provided ihe soliciiaiion requires an awarded supplier ar supplier io be licensed by ihe Siaie of Texas, any and all fees and iaxes are ihe responsibility of ihe supplier. 59. PREVAILING WAGE RATES: All suppliers will be required io comply wiih Provision 5159a of "Vernon's Annoiaied Civil Siaiuies" of ihe Siaie of Texas wiih respeci io ihe paymeni of prevailing wage raies and prohibiiing discriminaiion in ihe employmeni praciices. h99.;�)://www.�cc� ��.p�)a�.:.pa�v/��v�,kr�c°ar�n/fix hfi�ti� 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The coniraciar ar supplier shall comply wiih all Siaie, Federal, and Local laws and requiremenis. The Supplier musi comply wiih all applicable laws ai all iimes, including, wiihoui limiiaiion, ihe following: (i) §36.02 of ihe Texas Penal Code, which prohibiis bribery; (ii) §36.09 of ihe Texas Penal Code, which prohibiis ihe offering ar conferring of benefiis io public servanis. The Supplier shall give all noiices and comply wiih all laws and regulaiions applicable io furnishing and perfarmance of ihe Coniraci. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonsiraie on-siie compliance wiih ihe Federal Tax Refarm Aci of 1986, Seciion 1706, amending Seciion 530 of ihe Revenue Aci of of 1978, dealing wiih issuance of Farm W-2's io common law employees. Supplier is responsible far boih federal and Siaie unemploymeni insurance coverage and siandard Warker's Compensaiion insurance coverage. Supplier shall ensure compliance wiih all federal and Siaie iax laws and wiihholding requiremenis. The City of Denion shall noi be liable io Supplier ar iis employees far any Unemploymeni or Warkers' Compensaiion coverage, ar federal ar Siaie wiihholding requiremenis. Supplier shall indemnify ihe City of Denion and shall pay all cosis, penaliies, ar losses resuliing from Supplier's omission ar breach of ihis Seciion. 62. DRUG FREE WORKPLACE: The supplier shall comply wiih ihe applicable provisions of ihe Drug-Free Wark Place Aci of 1988 (Public Law 100-690, Tiile V, Subiiile D; 41 U.S.C. 701 ET SEQ.) and mainiain a drug- free wark environmeni; and ihe final rule, governmeni-wide requiremenis far drug-free work place (granis), issued by ihe Office of Managemeni and Budgei and ihe Deparimeni of Defense (32 CFR Pari 280, Subpari F) io implemeni ihe provisions of ihe Drug-Free Wark Place Aci of 1988 is incorparaied by reference and ihe supplier shall comply wiih ihe relevani provisions ihereof, including any amendmenis io ihe final rule ihai may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable far all damages io governmeni-owned, leased, ar occupied property and equipmeni caused by ihe Supplier and iis employees, agenis, subconiraciars, and suppliers, including any delivery ar cariage company, in conneciion wiih any perfarmance pursuani io ihe Coniraci. The Supplier shall noiify ihe City of Denion Procuremeni Manager in wriiing RFP 5231 Page 16 EXHIBIT 4 of any such damage wiihin one (1) calendar day. 64. FORCE MAJEURE: The City of Denion, any Cusiomer, and ihe Supplier shall noi be responsible far perfarmance under ihe Coniraci should ii be prevenied from perfarmance by an aci of war, arder of legal auihority, aci of God, ar oiher unavoidable cause noi attribuiable io ihe fauli ar negligence of ihe City of Denion. In ihe eveni of an occurrence under ihis Seciion, ihe Supplier will be excused from any furiher perfarmance ar observance of ihe requiremenis so affecied far as long as such circumsiances prevail and ihe Supplier coniinues io use commercially reasonable effaris io recommence perfarmance ar observance whenever and io whaiever exieni possible wiihoui delay. The Supplier shall immediaiely noiify ihe City of Denion Procuremeni Manager by ielephone (io be confirmed in wriiing wiihin five (5) calendar days of ihe incepiion of such occurrence) and describe ai a reasonable level of deiail ihe circumsiances causing ihe non-perfarmance ar delay in perfarmance. 65. NON-WAIVER OF RIGHTS: Failure of a Party io require perfarmance by anoiher Party under ihe Coniraci will noi affeci ihe righi of such Party io require performance in ihe fuiure. No delay, failure, or waiver of eiiher Party's exercise ar pariial exercise of any righi ar remedy under ihe Coniraci shall operaie io limii, impair, preclude, cancel, waive ar oiherwise affeci such righi ar remedy. A waiver by a Party of any breach of any ierm of ihe Coniraci will noi be consirued as a waiver of any coniinuing ar succeeding breach. 66. NO WAIVER OF SOV EREIGN IMMUNITY: The Parties expressly agree ihai no provision of ihe Coniraci is in any way iniended io consiiiuie a waiver by ihe City of Denion of any immuniiies from suii ar from liability ihai ihe City of Denion may have by operaiion of law. 67. RECORDS RETENTION: The Supplier shall reiain all financial recards, suppariing documenis, siaiisiical recards, and any oiher recards ar books relaiing io ihe perfarmances called far in ihe Coniraci. The Supplier shall reiain all such recards far a period of four (4) years after ihe expiraiion of ihe Coniraci, ar uniil ihe CPA ar Siaie Audiiar's Office is saiisfied ihai all audii and liiigaiion matters are resolved, whichever period is longer. The Supplier shall grani access io all books, recards and documenis periineni io ihe Coniraci io ihe CPA, ihe Siaie Audiiar of Texas, and any federal governmenial eniity ihai has auihority io review recards due io federal funds being speni under ihe Coniraci. RFP 5231 Page 17 EXHIBIT 4 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ 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 erson who has a business relationshi as defined b Section 176.001 1-a with a local overnmental Date P P Y � ) 9 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. � 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? 0 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 Yes 0 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 of person doing business with the governmental Date entity RFP 5231 Page 18 � m _ X W LL 0 � J a a � � 0 � ++ N N t N 00 C �U 'L a �--I M N � a LL � � H _ s (.l � L ? 7 � ++ +� N LL EXHIBIT 4 O a � N ��„� Y Y � ln Y Y Y Y � ry • N N v�' N N N N v ln °1 � 3 3 3� 3 3 3 3 3� 0 -p 0 0� o� ° ^ o� o� o� o� ° � d � � � 0 � � � � � n � w p � � w +, a ,� W a a a °o °o o � °o °o °o 0 0 ""� o m m 0 a � m � � � o � o N� � .6 O N �� o� n'1 �fl n'1 �� N 'd6 U U l0 c o21 021 w � in X W Z Z a a � � � � � � � � � � � v v 0 0 0� o 0 0 0 0� � 0 0 0-o 0 0 0 0 0-o � a a � ° m � � °rn ° a N � � c ._ �n � �o � � o o� o c� � a a N N C� N n'1 N n'1 C� .� a a � � Z Z 3 � � � � � � � ..� ..� ..� a ..� ..� ..� ..� ..� a a 0 p p�c.� a� � � N G d p� � G r'S ,�' �i �a .� p� N � � d c� � � m p, ,�' G' dQ C4 � ° M `.' o � '" ° W M .o � � `.' � w � c `� UM ��; `�� Uq �� ',.�4 �1 � od �'� ��1 om �'� c� c� �r?7 '+• �a o� W � �a � a U m '� W o c� U o� '�b ou a� � a� � � d �n ,a� m p Q Uv, c�l .a3 Q A'G' C7i � C7i � o, CG � � o�i w �� w�� a� a� QU m �'i �a Ca �a :� �t�n � � � � � c � �p � '"t�n v`�', � a� a W A r, a�' � a�'-� U C7 U� y A� o M�, M� �. 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'�'�l��l��t�a 8� 7—�'��—�� , �� ;��w��4;� �. �".�tk�� a:�� EXHIBIT D RFP 5231 Page 20 EXHIBIT 4 +�� ' l��vi"+��a �� :��°�� r ��°��r� �� :�� N�tE�Y'� �ran¢�w� Cd�stri�utia�n C�a�ter �n�' �rc��t S'�r��s M.c�cat��ms �; �� , � �% , : ,, 1�z c�+a�dw�,uie�ur�r�rw,�� I.�. i�r��n,i��ti�n �"1��. �;��a��°at��r� � 1. 1��1� ��t�l�li:�he�l� 1 �:��'� 1�. ��a�r��r �u�� N��n�: 1'�lA,. 1 �, i�a.�� frv T�i�s��al�,�ti��;. 14. �u�as��ii�ry c��: �a�x��aa�• EXHIBIT D RFP 5231 Page 21 EXHIBIT 4 �,�"�"Y �3� T)�l�"�,�� %�� L��.�Y �a�° ��`i��.i��r�� +��r+� ��t��'�� +�� :�� a�ru+��m u�A �.c�c�t�� (,N�rws��ry ��N�,�� ,��,�„ . �� ,� ,,, ;; � r ;` � � �.�a ��9 , � � .n �, , 1,, , ��.w � ��, J� h ` y, �� `�f w,. `"'' /�/�"" �'�° � �� ' V �,....... ,.��t..,��," � � � �.��,� � �iac;r�fk 4 M�i l e«�� N'�virt�N d �'C�ifi� i'� �;u�ma.v �,�i.ro e,r'sau,�bx�y �' +; .q�,� 6urrul �W ��2rY%L�i�k'�W; IY�s �:��'n:�aF:d;YE�:N,i.u�„�nc �'�M1 �'�r6ihu��iwrilY�ue��rm� �� Bdm�qe�vr��u �Iu�ri�r�mrrv�rar�r M EPrwSNa�wllk��„��dr@;F��:�x�m �XM' ",o�J,1.JI,uWv,: lo�r.w'y.. � l�3rvhl��'IWC2r 1��+i2� u� 'ixr��rr��s«fl�mth"�.�rak�s�n r� v� r�a P N v ro•'�raryugul�y 1 �. �i�4��c��ly �..]�1��-a�tili�� a�ira��: N�� .�. �"��r��a�� c�a�LL�. i�fFi��r�t�"'i�+� �"re�i�u�rut� �h�'�k�� "��tti�� «n4��'w��irnq J�ah��u F��a��car� �� c�� _ 6��rk Huc�s J��k f��w �d'Tda� ��;a.'� ��c� C��v�rn;� �,6ta� �,��a�air "iurm F''��k.. �k'ik� �.�ach� &�,q,�k� ��h��rd��i�, '�r�� al��.��. �� rrV�'V l��vc� �rcr��tr�r�,� mmu*w r �"�' Q C�davA�l�tin��mtt%a9 rmrcN �r.+m�l�rq:way. �re�id�ni. �hn�f �p�r�tirag �7�`ic�r Ghi�� F'ira��ci�9 ��i��r �ic�:-Pr�sid�nt - �i�arr�an F��s�au�ces �r�c� C��',r�aniz��Gcro��l C��v�Vca�a��r�t Vic�-Pa��s�d��t - Irr��rr��tis�r� Techcsc�I��Y Va�e-P'��sir�!��t - �'�i�fliit� �'�a�urr�ss ��v�l�a�r��a�r�� °6c;�-P��dd��i - ��les, l'l�tiNlty �a�t V'tl�c��l��ud�wt - ��A��, �tinbty� N�a��a "�'��ca-�r�s�c��t - '��&��, �9tiIInC'y ��s� - I�'�crj��t �i�rva��.� ti�6c�-Pr��i��nt - ��rr�m�r�a�l an�i ��nkr��kar ��Nes VPu��-�^re�id�n� - C�d��i�l �al�s �Ji�c�-�'r��id�n� - ��r��°��u��is, ��I 1li��T�r��i�i�r�� n �¢�e��ia',��m U�'rV'aCy �'i��-Il�re��i�er�t - i�tifliit� ��µ�pBy Gk��n �'i��-Pre�i�@�;r�t - C�&I S�ay�p�N�+ ��na'�� EXHIBIT D RFP 5231 Page 22 EXHIBIT 4 � w � � � u` w � �, i�.�y T��-�t�n.��r�l ��d' �.�s�r�r�a�ila�litie�: , ; , ,, , , , ii � i / 1 i��i��/�/F i ii „iiiiiiaiiiiiiiiiii ii�a � ir� /�/�i i iroii ,% %Q„i 1/�%/i/l�/, / i��//,/,/////,/%�j� ///// ' �;.�iiiii ,,,,,,,,i%%%%%%%/%%%%%%%%%/O////// , % i/ //(/%// „ ,,, /,ii/„ / // i��A� / � �( �i ii � ��/ % i�i %/� O��%%%/%%ii ��%� � � ��/ /�//�� „/..///.////.///////,,,��,,��;,��,� ,,,//////,/////%%,;, i/%%///i/i/a/, ,,;,,,, ,,,, �� ,,,��//////////////,////,/,////,/.%////////,/,,, . � ' �;� . , ,. � �„ � _ i .,, � x �, �, . ., . - � �'� ' � AMr^ �� ,. , �,�. ) � . � , . . � �� . �. . � w � µ M . . - , . �, � *�� '�IA�� » � M r � M , . � : . � *�� . , „ r � ^ w +� I� �r r '�� » . „ � � ry 5 � � _ 1 �, I"�u�n�r�� aC�"T'�;�M��n�� y� i�i��ipli�� se��a�ir��; �iu�t��° c��"�"ta�"�' # T.,%��s��i �z° �`c�it�i�� l �. ��s ��Mc�vxd�� 1�� r�tr°a�:t�a�: �. Plca�� t�crwi�� t��l�d li�ti�� ca��I1 ��r�c�� a�; yc�ur c��r.pan� p�°e��i�i!��. la. �1�� c��t�i� y��ru�T ��z-%c�r ��}��ri�� v�c�t��ir�� crt� �i��il�� +��t;� w°i�� "I"�.�a� �,��r�r��nCal ��iti��. �. �l�as� c1�ai1 ��° ��il�x ��-vi�� -a�vi�ed a�v��• �� pas� t�c� �`�� , �', C��taii �r��u��;t��c� �r°��f"�f"�t i��t �1��•�� (�3� �r�aj��s �.�� h� ��t 1;�� } ��r�. �. Pl�� c��il t��. sc�r�i��, �r��;luc�'.��A t�� r��ra�•� c�it�� •v'r�es ��-avi��., t�z� sc��. �i:°�� c�ti�aiti��, �k�� •��izaiic�r�� `c�x- �vl�a�� c�� r-v�i�� ;��°� pr�rv%d��z tk�� c��t�� t��`�� caj��t�, and �� c��c�an��t�c�' ��n��i�t t�a th� �c�u�;�n�nc�t�1 �r��r. �1�- "��is u� �"��r a�rvic�� C'r�arid��i. ��, Ha� y°�rwa�• �c��aat�� "il�c� �r �� a��d in ��y� li�:i��"r�ar� ia��c�l�in� ��ar �;�a��n�a�� at�c� ��; ��° �a�� a cc��t�� rit�zin �� a�t �i�� e�r� ��s�er �c��ar ��rr�nt cca��any ��,�� rar �� o��t�r �;�z��a��r�� -�a�n�;� Tf �c� ��-�r�id� d'�t�ils ��f`th� �ssu�s a�d �•��a�lut�a�� if`��r�,i1��1�r ��ud� Ia��u�ts ��r� ��n��• �va� �nvcr�v��.. �'i„ �1�� rc��id� a� i��i �� %�ar�� r��r��:� {��,�°"��a�il,� ��x�r��ic�,�al�t��^,�) �nd �c��tir�� x�1�ti�nt�a �n�lr.�d�; ��rj��t; c��s�t�}�tiar�, �cant�ct �a�z��:��, ��i�icat�, ��tc� ��;a�aa�ati�ar� ��a�� n�¢� t��can� na�r��l��x. f�� e�.��t �°��r•en�� l��t��. �� tkac��t��t�t �. � �i , � EXHIBIT D RFP 5231 Page 23 EXHIBIT 4 ��":I�'�'�' �� °��I ��i`� �"�� '�a��.�� "�� .;�"�"�� t��',�� .�� . ��'�� r"1�°�""��-� ��:�� "�""�. ��f�� v�� a;��,t� �i��a.a��llt�°�� c�� ° �a��q�� :a� �a��.��, �� ,,��tr�� za��%��~ 3F^�u.��° e ��m�°�,��t �,��n�u��d�� u�ti;�.�� • �� :�• ��u�� "� ��" �a�, �7��c��°� ��:a�� 1�:� � ��.�✓a° �a�b�� .i ��, ��a��.. a�t" �::��w��°��tt�. ��, �l�`,��— °._�"luN� r4� fl�� F��;� ��ai�fi<� � 3. I��,�°� �r�r�a ��;�� ,��.�c��b��: �� ,� ��a��,,:�p i� ��, w��°� ��m� ��r�� C�� <�� a�� t��a�:��a� o��a�� °��¢��,�° ��. �4��, 1�i,��- "�"�� ;u°��.� ��°�r�r��'.�� , �-��.� y��.�� W�:�z�tp�� u��,�a�a.��.�� w�� ;��a� ��1�� a�u�� d.�� 9�'��:��•a�m��, �a��li�a�� a �c� �"��. 1��1�:'�'�'"��,��.��9 ��i��a��•"�r` ��°��"" ��'��d�'��o. �� "��"�, a�'�� . �.�u��.�� ,�u��;�a°�u��C�ar�r�� +"��x�'l��,d��'<D�"£��u'�` �;� ��"��"` ��;�pw�' ��:N �?'0.�Nl�V �"w��ll'1�j�2�p�,�'�� "N.G'�1��7��:1'";"w" ��1�'a'�Y�:ti�� ,�r'��i��d��l��w,s,��„�u��.�,�lf��'a��MI��uFa��r�u°�u�l�,��.��nm��'aw �a��000��oo��a�ti'�� "��r�"�C�1��<'��.�o�� a��9= � ��li��°..:,e� ��'�.�� _ °� �� - �c��;��, ��r�� EXHIBIT D RFP 5231 Page 24 EXHIBIT 4 , �,:'1'�"�� C��" �i�f�""��+1 ��"�" ��1� a'l�P�'I��( i�T' I�I�"�'�11�'�'.�,,�C��` �:��,�+� +��"T'��"T�l� �iTT�; �R��,.�1&� ��r�� VI�'�,�� ,��'"��1�'�� 5�� "I��.�;�,T�� 'iT�� "i�y c�� t�ut�� aull� �i��ai-� �� °�k�a��s �f`�c�r�i��aa��z�� r��1�, �oa��la"��, ��,� ic�r ��°�i�� a�a��° �u�t�� "�'�� ;��1 �"��,��rr�t�t�e,�� C��>�� ,�°��, ir� r��r�s �� c��a��:i.4i��: �ry�c��°��; �� t�t�a� �r� �i��a�t�� 3u�a:�� l��l�uM��,°i�� l�}��. �� C��:t� �i.1Y ��a.:�� tl�a� �11 ��M��°�� }�r��rrt��iia�s �� fc;�,�i��, �� t��i��at,��l� t� �� c�n��t:iti��z��s ��" �� `i.�;�, ��a� id� ��u��r�� .1� �r��°e��t ��t��it�� ri�l �� ..�r��a��c�c� i� �.� c��r� ar�� i�° ��r�� ,Yit�� a1' ��a�a�a�ur�z��° ��•�vUC,�� c�� al1 c��lr�a�:c� ��.�°�i�� "��; �"�t� c�f' �a�a�� wi11 �a�-tav�� a��r.l�l ��aa�ir°�r��i�� c��a��rtu��iti�� •�:�ici�c�' by ��t� ��d �'��r�� a� t� ;�z��l] L��t��s� �n�t��°��s] ��is�c�r��t�� J��ra�:t�li�� t��i��s��, �n� i��acl��t�� 3'�u�vc�� i��m�a�~i��s. '1�1�� '�t� �4,1��tca�� e�ur�� a��•�� "��tr��a�•� t� �c;�'k �{�,��lifx�;at�� a� �s T�7�� 'c��° �t�uur� ��"� ��; ��.��a-��z��•��tc��°�, r��w� �'�a��a��, �c:� �ra�� 8�� av��M�� :nt��t c�f �k�� 1��i��t��:�,. ��s�+��v��'�M ��i �u�i��s� ��t��° r%�� . ��mc �a��,c7�u�°a��el t� �a��-�:i�i�� q�� "�ty �r�� r�'�°s ��,��t ��°�ac��, "�'l�� °�l��si�� }�;�t��r��°�� aill ��c�vi�d� �c�'��t�c��l, �I;��f��t�c�� cai.��"��s, �as�a�iar�� a�ft�� r��c�a�� "c:��,„ �ra�i %��t��• ��la��ti�aa t��` �z°��c�r•��c�t ��°��.�da��;� t�a tl��as�: 1�� c� �T�:�� i�. F��°��a��a�z�r�� ic�� L�� a��a��t�� a��l�i i�i�;�it�� tla��t�s�ir�� ! s�N��ui � ��" ��f t�� r�i�c��ie��. �9��, �`�t� �•��ca�x�i��.s ��; t��ti��;�t:icar�s �rf ti�� t��t� �t '�"��.s T��ila�'i�� n��. �r�•��°��t�� C:"��r��ai�� LJ� ��n��. �C:� �c��r�i�� %�� ra��tic�� :c�r��rni�� ti��ifi��ttu�a� ��°� �r�� c� �a��t�ct. �t��t�; c��'"7"+�xa� I�� T��Mc��;t��r�� -� "T"�� w��is��a��. �� i�f)47, �u�ti�, °I`� 7�7� ['-�(�4"� �� r:3��"� c�a� �� :�� N c�� 1�� °�`��u� �,r�rr��n� �t��c�..��:..�.c��c��a��.��"��a�N��m�a° �:m��a��.��a��: ��` ��.� c��<�� a:� �.��t;�c�y ��r�a�i��., att��l� � �c��r e�� c�u� ��r�i�i�atLra� �� a�d�A� ��d a•��uar�� a��ic��. I�" �ca�a� ��ra� �� c.�� la�� ,�°�if��d, �� u�ci k.��. �c�r��ic��;r�c� a� z��c:�ti�� i�i��tua�s�a �°��,�i�°��t�;, �� ra�e; ��r� �n��4�_�� tc� cr�� .��;fla.. �f' �c�� °� s��r��ittar�� c�c�� rr,�. �1�� a �Di��r� T71�R"*"�, il�� a�� a�� "��°�� la��e�a�r �c� �c��tai�° t�� G�i�� c� a�a�� t�� h��i��s HLl1� ��rt� f ic.��i�t �. �(��``� 1'��^i�; �.��.�� iN"�",A"�'��°E: ,��T"��,�"�: C�I"�"% ro �T�'1f"E� i ��: T�l��k��`C�� I`�i�7, ��i��+� �w�� t�� ;"�� i��:ir.�r�.� �',�� . �1��tt�i°t�-i�� i��c�� nt��ri�� ""��a�z�-�vrz��c� ��na�� ra��s��i�� i��,�va��g;�d ��x�� ra��•��r�� RFP 5231 Page 25 EXHIBIT 4 EXHIBIT D Items in this document re�resent the modified, a�reed u�on terms and conditions between the Citv of Denton and Irbv Utilities. Only revised sections/�ara�ra�hs are attached in com�leted form and this document becomes �art of anv bid as entry into Attachment D�er the standard Citv of Denton Terms and Conditions document. Section I — General 3. Confracf Term (Paragraph 2) Contracf shall commence upon fhe issuance of a Nofice of Award by fhe City of Denfon and shall aufomafically renew each year, from fhe dafe of award by City Council, unless eifher party no�ifies fhe ofher prior fo fhe scheduled renewal dafe in accordance wifh �lie provision of fhe sec�ion �ifled "price adjusfinenfs", or fhe secfion(s) �ifled "ferminafion". Exfension of confracf ferms will require mutual agreemenf of fhe parties. 5. Price Adjusfinenfs (Paragraph 1) Prices quofed for �lie commodifies or services described in fhe RFP musf be firm for a period of one year from dafe of contracf award. Requesfs made for pricing adjusfinenfs will be supported by manufacturer or supplier cosf jusfificafion support, including, buf nof limifed fo, applicable indusfry index dafa provided by associafed manufacturer(s) in accordance wifh fhe producf represenfed. ll. Coopera�ive Purchasing/Piggyback Opfion (Paragraph 1) The contracf resulfing from fhis solicifafion will be available for use by all governmental enfi�ies wi�liin a 75 mile radius of Contracfor's base locafion associafed fo fhe specific solicifafion, providing fhere is no conflicf wifh any applicable sfatufes, rules, policies, or procedures. The governmenfal en�ifies will have fhe op�ion fo use fhe pricing as agreed fo wifhin fhe resulfing contracf (Paragraph 3) Affer award, and unless nofed in fhe original solicifafion response, a service fee in fhe amounf of 2% of the dollar amount of all issued purchase orders generated from use of fhis contracf. The confracfor further agrees fo remif fhe service fee by check on a quarterly basis for �lie previous quarfer spenf fhrough fhis contracf, fo Julia Klinck, Purchasing Coordinafor af 901B Texas Sfreef, Denfon, TX 76209, on or by fhe Fifteen day of each monfh, following fhe end of fhe quarfer. The Contracfor shall also provided quarterly sales reports from fhe contracf awards and Purchase Orders issued from fhe Contracf, for fhe purpose of billing and collecfing fhe service fee, and for compiling required purchasing hisfory. This report shall be senf fo purchasin�a�c�ityofdenfon.com on or by fhe fenfh day of each mon�li. The Contracfor further agrees �liaf fhe City of Denfon shall have fhe righf, upon reasonable wriffen nofice, fo review �lie Contracfor's records pertaining fo purchases under fhis awarded confracf fo verify fhe accuracy of service fees charged fo �lie Contracfor. Exhibit D RFP 5231 Page 26 EXHIBIT 4 16. Shipping, Delivery and Packaging Deliverv Delavs If delay is foreseen, Contracfor shall give wriffen nofice fo fhe Cusfomer and musf keep Cusfomer advised af all fimes of sfatus of order. Defaulf in promised delivery (wifhouf accepfed reasons) or failure fo meef specificafions aufhorizes fhe Cusfomer fo purchase goods and associafed fulfillmenf services of fhis RFP elsewhere and charge any increased cosfs for fhe goods, including cosf of resolicifing, fo fhe Confracfor. Failure fo pay a damage assessmenf is cause for Contracf cancellafion and/or removal of fhe Respondenf from fhe City's aufhorized lisf of suppliers. Restockin� Fee The Cusfomer may requesf fhaf a Confracfor accepf return of inerchandise already delivered or fhaf a Contracfor cancel an order prior fo delivery. If fhe return is required �lirough no faulf of �lie Contracfor, fhe Confracfor may requesf a reasonable resfocking charge. 19. Performance Liquidafed Damages (Paragraph 2) The Contracfor shall be assessed a one quarter (025%) percenf fee each week when any one of fhe performance sfandards ouflined above are nof inef in full for "normal condifion" orders and based on usages in line wifh esfimafed annual quanfifies supplier by fhe City. Af fhe end of each monfh, fhe City will review fhe monfhly reporfs and defermine �lie percenfage of penalty fo be assessed fo �lie Contracfor's monfhly profif margin. Tofal penalty nof fo exceed five (5%) percenf. 20. Warran�ies The contracfor shall provide a warranty fhaf is sfandard in fhe indusfry, which is a"pass fhrough" warranty condifion for fhis agreemenf. Repair or Mainfenance of fleef nof performed fo industry sfandards shall be accomplished af fhe contracfor's expense, af fhe op�ion of fhe City. Section VI - Standard Purchase Terms and Conditions (Opening Paragraph 1) These sfandard Terms and Condifions and fhe Terms and Condifions, Specificafions, Drawings and ofher requiremenfs included in fhe City of Denfon's solicifafion are applicable fo Contracfs/Purchase Orders issued by fhe City of Denfon hereinafter referred fo as fhe City or Buyer and fhe Seller herein affer referred fo as fhe Bidder, Contracfor or Supplier. Any deviafions musf be in wri�ing and signed by a represenfafive of fhe City's Procuremenf Departmenf and fhe Supplier. No Terms and Condifions confained in fhe Sellers Proposal response, Invoice or Sfafemenf shall serve fo modify fhe ferms sef forth herein unless nofed as Special Condifions, which have been mutually agreed upon.. If fhere is a conflicf befween fhe provisions on fhe face of fhe Contracf/Purchase Order fhese written provisions and attachmenfs will fake precedence. 6. DELIVERY TERMS AND TR ANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. des�inafion unless ofherwise specified in �lie Supplemenfal Terms and Condi�ions. Unless ofherwise sfafed in fhe Offer, �lie Contracfor's price shall be deemed fo include all delivery and transporfafion charges. In fhe evenf shipping charges are applicable, fhe City shall have fhe righf fo Exhibit D RFP 5231 Page 27 EXHIBIT 4 designafe whaf inefhod of transporta�ion shall be used fo ship fhe deliverables. The place of delivery shall be fhaf sef forth fhe purchase order. Seller shall be responsible in any evenf for all goods delivered short or damaged fo F.O.B poinf. Seller agrees fo trace losf or delayed shipmenfs. Seller will properly mark and segregafe all merchandise. Each loose ifem will be marked and fagged wifh fhe Buyer's Purchase Order number and ifem number. All shipmenfs musf include ttivo (2) legible packing lisfs, wifh fhe descripfion of each ifem, including serial number of ofher form of posi�ive idenfificafion. All packages, shipmenfs, correspondence, documenfs, and invoices musf show fhe Buyer's designafed company name, order number and ifem number where applicable. 17. RIGHT TO AUDIT A. The City shall have fhe righf fo audif and make copies of fhe books, records and compufa�ions pertaining fo fhe Contracf. The Contracfor shall refain such books, records, documenfs and ofher evidence pertaining fo fhe Contracf period and five years fhereafter, excepf if an audif is in progress or audif findings are yef unresolved, in which case records shall be kepf unfil all audif fasks are complefed and resolved. These books, records, documenfs and ofher evidence shall be available, wifhin fen (10) business days of wriffen requesf. Furfhermore, fhe Confracfor, fo fhe besf of ifs ability, also require all Subcontracfors, maferial suppliers, and ofher payees fo refain all books, records, documenfs and ofher evidence pertaining fo fhe Contracf, and fo allow fhe City similar access fo fhose documenfs. All books and records will be made available wifhin a 50 mile radius of fhe City of Denfon. The cosf of fhe audif will be borne by fhe City unless �lie audif reveals an overpaymenf of 1% or greafer. If an overpaymenf of 1% or greafer occurs, fhe reasonable cosf of �lie audif, including any travel cosfs, musf be borne by fhe Contracfor which musf be payable wifhin five (5) business days of receipf of an invoice. 19. WARRANTY - PRICE B. The Confracfor certifies fhaf fhe prices in fhe Offer have been arrived af independenfly wifhouf consulfafion, communicafion, or agreemenf for fhe purpose of resfric�ing compefifion, as fo any maffer relafing fo such fees wifh any ofher firm or wi�li any compefifor. 20. WARRANTY — TITLE The Confracfor represenfs wifhin reasonable expecfafion fhaf if has good and indefeasible fifle fo all deliverables furnished under fhe Contracf, and fhaf fhe deliverables are free and clear of all liens, claims, security inferesfs and encumbrances. The Confracfor shall indemnify and hold fhe City harmless from and againsf all adverse fifle claims fo fhe deliverables. 21. WARRANTY — DELIVERABLES The Confracfor represenfs wifhin reasonable expecfafion fhaf all deliverables sold fhe City under fhe Contracf shall be free from defecfs in design, workmanship or manufacture, and conform in all maferial respecfs fo fhe specificafions, drawings, and descripfions in fhe Solicifafion, fo any samples furnished by fhe Contracfor, fo fhe ferms, covenanfs and condifions of fhe Contracf, and fo all applicable Sfafe, Federal or local laws, rules, and regulafions, and industry codes and sfandards. Unless ofherwise sfafed in fhe Solicifa�ion, fhe deliverables shall be new or recycled merchandise, and nof used or recondi�ioned. C. Unless ofherwise specified in fhe Contracf, fhe warranty period shall be one year from fhe dafe of delivery of fhe deliverables, from fhe dafe of accepfance of any replacemenf deliverables, or as a ferm sfafed by fhe corresponding manufacturer. If during fhe warranty period, one or more of fhe above warranfies are breached, �lie Contracfor shall prompfly upon receipf of demand eifher repair fhe non- Exhibit D RFP 5231 Page 28 EXHIBIT 4 conforming deliverables, or replace fhe non-conforming deliverables wifh fully conforming deliverables, af fhe City's opfion and af no addifional cosf fo fhe City. All cosfs incidenfal fo such repair or replacemenf, including buf nof limifed fo, any packaging and shipping cosfs shall be borne exclusively by fhe Contracfor. The City shall endeavor fo give fhe Contracfor written nofice of fhe breach of warranty wifhin fhirty (30) calendar days of discovery of fhe breach of warranty. 27. TERMINATION FOR CAUSE In fhe evenf of a defaulf by ei�lier party, fhe ofher party shall have fhe righf fo ferminafe fhe Confracf for cause, by wriffen nofice effec�ive fen (10) calendar days, unless ofherwise specified, affer fhe dafe of such nofice, unless fhe defaulfing party, wifhin such fen (10) day period, cures such defaulf, or provides evidence sufficienf fo prove fo fhe ofher party reasonable safisfac�ion �liaf such defaulf does nof, in facf, exisf. In addifion fo any o�lier remedy available under law or in equity, fhe non-defaulfing party shall be en�ifled fo recover all actual damages, cosfs, losses and expenses, incurred by �lie non-defaul�ing as a resulf of fhe defaulfing party's defaulf, including, wifhouf limifafion, cosf of cover, reasonable afforneys' fees, court cosfs, and prejudgmenf and posf-judgmenf inferesf af fhe maximum lawful rafe. Addi�ionally, in fhe evenf of a defaulf by fhe Contracfor, fhe City may remove fhe Contracfor from fhe City's vendor lisf for fhree (3) years and any Offer submitted by fhe Contracfor may be disqualified for up fo fhree (3) years. All righfs and remedies under fhe Contracf are cumulafive and are nof exclusive of any ofher righf or remedy provided by law. 28. TERMINATION WITHOUT CAUSE The City shall have �lie righf fo ferminafe fhe Contracf, in whole or in part, wifhouf cause any fime upon fhirty (30) calendar days' prior wriffen nofice. Upon receipf of a nofice of ferminafion, fhe Contracfor shall prompfly cease all further work pursuanf fo fhe Contracf, wifh such excep�ions, if any, specified in fhe nofice of ferminafion. The City shall pay fhe Confracfor fo fhe exfenf Appropriafed or ofherwise legally available for such purposes for all goods delivered and services performed and obligafions incurred prior fo fhe dafe of ferminafion in accordance wifh fhe ferms hereof. 38. OWNERSHIP AND USE OF DELIVERABLES: A. Pafenfs. As fo any pafenfable subjecf maffer confained in fhe deliverables, fhe Contracfor, fo fhe besf of ifs ability and in working wifh �lie corresponding manufacturer(s), disclose such pafenfable subjecf maffer fo fhe City. Further, if requesfed by fhe City, fhe Contracfor agrees fo assign and, if necessary, cause each of ifs employees fo assign fhe enfire righf, fifle, and inferesf fo specific inven�ions under such pafenfable subjecf maffer fo fhe City and fo execufe, acknowledge, and deliver and, if necessary, cause each of ifs employees fo execufe, acknowledge, and deliver an assignmenf of letters pafenf, in a form fo be reasonably approved by fhe City, fo fhe City upon requesf by fhe City. B. Copyrighfs. As fo any deliverables confaining copyrighfable subjecf maffer, fhe Contracfor, fo fhe besf of ifs ability and in working wifh corresponding manufacturer(s), fhaf such deliverables shall be considered as work made-for-hire by fhe Confracfor for fhe City and �lie City shall own all copyrighfs in and fo such deliverables, provided however, fhaf nofhing in fhis Paragraph 38 shall negafe fhe City's sole or joinf ownership of any such deliverables arising by virtue of fhe City's sole or joinf aufhorship of such deliverables. Should by operafion of law, such deliverables nof be considered works made-for-hire, fhe Contracfor, fo fhe besf of ifs ability and wifh corresponding manufacturer(s), assigns fo fhe City (and agrees fo cause each of ifs employees providing services fo fhe City hereunder fo execufe, acknowledge, and deliver an assignmenf fo fhe City of fifle, and inferesf in and fo such deliverables. Wifh respecf fo such work made-for-hire, fhe Contracfor, fo fhe besf of ifs ability and wifh corresponding manufacturer(s), execufe, acknowledge, and deliver and cause each of ifs employees providing services fo fhe City hereunder fo execufe, acknowledge, and deliver a work-made-for-hire agreemenf, in a form fo be reasonably approved by fhe City, fo fhe City upon delivery of such deliverables fo fhe City or af such ofher �ime as fhe City may requesf. Exhibit D RFP 5231 Page 29 EXHIBIT 4 C. Addifional Assignmenfs. Furthermore, �lie Contracfor, fo fhe besf of ifs ability and wifh corresponding manufacturer(s), if applicable, cause each of ifs employees fo, execufe, acknowledge, and deliver all applicafions, specificafions, oafhs, assignmenfs, and all ofher insfrumenfs which fhe City mighf reasonably deem necessary in order fo apply for and obfain copyrighf profecfion, mask work registrafion, trademark registrafion and/or profecfion, leffers pafenf, or any similar righfs in any and all countries and in order fo assign and convey fo fhe City, ifs successors, assigns and nominees, fhe sole and exclusive righf, fifle, and inferesf in and fo fhe deliverables. The Contracfor's obligafions fo execufe, acknowledge, and deliver (or cause fo be execufed, acknowledged, and delivered) instrumenfs or papers such as fhose described in fhis Paragraph 38 a., b., and c. shall confinue affer fhe ferminafion of �liis Contracf wifh respecf fo such deliverables. In fhe evenf fhe City should nof seek fo obfain copyrighf profecfion, mask work registrafion or pafenf profecfion for any of fhe deliverables, buf should desire fo keep fhe same secref, �lie Contracfor agrees fo freaf fhe same as Confidenfial Informafion under fhe ferms of Paragraph 37 above. 67. RECORDS RETENTION The Respondenf shall refain all financial records, supporting documenfs, sfafisfical records, and any o�lier records or books relafing fo fhe performances called for in fhe Confracf. The Respondenf shall refain all such records for a period of ttivo (2) years affer fhe expirafion of fhe Contracf, or unfil fhe CPA or Sfafe Audifor's Office is safisfied fhaf all audif and lifigafion maffers are resolved, whichever period is longer. The Respondenf shall granf access fo all books, records and documenfs per�inenf fo fhe Contracf fo fhe CPA, fhe Sfafe Audifor of Texas, and any federal governmenfal en�ity fhaf has aufhority fo review records due fo federal funds being spenf under fhe Confracf. ATTACHMENT I- CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND IRBY UTILITIES 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) Proposal Exceptions (Attachment D) (b) Request for Proposal (RFP # ) (c) City of Denton Standard Terms and Conditions (Exhibit "A" as accepted) (d) Special Terms and Conditions (Exhibit "B") (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (f� 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 as noted above. Exhibit D RFP 5231 Page 30 EXHIBIT 4 ATTACHMENT J - ACKNOWLEDGEMENT (Paragraph 9) Should a conflicf arise be�ween �lie PO, supplier ferms, or contracf; fhe ferms and condifions sef forfh in fhis RFP shall prevail, excepf for Seller's wriffen excepfions given herein. Exhibit D RFP 5231 Page 31 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0166, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for galvanized steel transmission poles for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5404-awarded to Valmont Newmark in the three (3) year not-to-exceed amount of $15,590,000). The Public Utilities Board recommends approval (6-0). RFP INFORMATION Denton Municipal Electric (DME) has transmission line construction projects approved in its five (5) year Capital Improvement Plan that will require the purchase of galvanized steel poles. DME has developed standardized steel pole designs that can be utilized for all CIP projects. The CIP projects include 7.4 miles of two City Council approved DME routes (Purple and Yellow), reconstruction of 4.9 miles of a Texas Municipal Power Agency (TMPA) line and approximately 17.3 miles of additional projects that are in the planning stages. Exhibit 1 details the locations of the proposed transmission lines. Designs for all transmission lines will be based on the use of the standardized steel poles. Standard poles will address more than 95% of all design requirements. Transmission line construction will always have a certain amount of uniqueness, and the exact requirements for all poles will not be known until actual designs are completed. To address this issue, the RFP included the ability to make adjustments to standard poles to account for this need. Modifications could include non-typical pole heights, attachment point angles and locations, and non-typical span lengths. Non- standard pole configurations will be handled under this agreement with a modifier that is based on the pounds of steel required to alter a standardized pole. Requests for Proposals were sent to 1536 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Nine (9) proposals were received (Exhibit 3-Pricing Sheet). The proposals were evaluated based upon published criteria including performance, delivery, acceptance of standard terms and conditions, and price (Exhibit 2-Evaluation/Ranking). City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0166, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 RFP INFORMATION (CONTINUED) The Valmont Newmark proposal included two pricing options which were evaluated separately. One was based on manufacturing some portion of the poles at one of their three plants located in China with the remainder being manufactured at one of their domestic facilities. This pricing option for manufacturing in China received the highest point total. The other pricing option was based on 100% of the poles being produced domestically. The China pricing option provides a savings of $1.67 million, or 9.7%, and only adds six weeks to delivery. The manufacturing facilities in China are owned and operated by Valmont Newmark, and the poles carry the same warranty as poles manufactured in the United States. Valmont engineering services will be handled domestically, and field service and support will be provided from their Mansfield, Texas facility. The significant cost savings outweighs the logistical issues associated with an international supplier and provides the best value to the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 19, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a contract for galvanized steel transmission poles to Valmont Newmark in the three (3) year not-to- exceed amount of $15,590,000. This amount includes a contingency for modifications that may need to be made to standard poles as explained in the RFP Information section of this document. PRINCIPAL PLACE OF BUSINESS Valmont Newmark Birmingham, AL ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded from project accounts on an as needed basis. 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 City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0166, Version: 1 (TCOS). Agenda Information Sheet June 3, 2014 Page 3 EXHIBITS Exhibit 1: Location Map Exhibit 2: Evaluation/Ranking sheet Exhibit 3: Pricing Sheet Exhibit 4: Public Utilities Board Draft Minutes Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Phil Williams at 349-8487. 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N o v � a w o a o �n o N o N 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 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD May 19, 2014 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, May 19, 2014 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, Phil Gallivan, Leonard Herring, Barbara Russell and Lilia Bynum Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: George Campbell City Manager CONSENT AGENDA: 6. Consider recommending approval of a three year unit price purchase agreement with Valmont Newmark, Inc., for purchase of galvanized steel transmission poles, in an amount not to exceed $15,590,000. (RFP #5404) Motion was made to approve item 6 by Board Member Herring with the second by Board Member Robinson. The vote was 6-0 approved. Adjournment 11:49 a.m. ORDINANCE NO. 2014- AN ORDINANCE ACCEPTING C�MPETITIVE PROPOSALS AND AWARDING A C4NTRACT FOR GALVANIZED STEEL TRANSMISSI�N POLES FOR DENTON NIiTNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EF�'ECTNE DATE (RFP 5404-AWARDED TO VALM4NT NEWMARK IN THE THREE (3) YEAR NOT-TO-EXCEED AMOL7NT �F $15,590,000). WHEREAS, the City has salicited, received and evalua.ted competitive sealed proposais for the supply af galvanized transmission poles %x the City of Denton in accardance wi�i the procedures of State Iaw and City ardinances; and WHEREAS, the City Manager or a designated emplayee has received and reviewed and recornmended that the herein described praposals are the most advantageaus to the City considering �he relative importance af price and the o#her evaluation factors included in the req�aest for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase o�the materials, equipment, supplzes or services apprvved and accepted herein; NOW, THEREFORE, THE COUNCII, OF THE CITY OF DENTON HEREBY ORDAINS: SECT�ON 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 off ce af the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering ihe relative importance of price and the other evaluation factors included in the request for praposals. RFP NUMBER CONTRACTOR AMOUNT 5404 Valmont Newmark $15,590,000 SECTION 2. By the acceptance and appraval of the abov� nutnbered items of the submitted proposals, the City accepts the offer of the persons subrnitting the proposals far such items and agrees to purchase the materials, equip�nent, supplies ar sez-vices in accordance vv�th the terms, specifications, standards, quantities and for the specified sums contained in the Proposai Invitations, Praposals, and related documents. SECTION 3. Shauld the Ciry and person submitting approved and accepted items and af the submitted proposals wish to enter into a farmal vv�'itten 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 writte� cantract is in accorda�ce with the terms, conditians, specifications, standards, quantities and specified sums contained in the �roposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby e�pressly delegates �the authority to take any actions that may be required ar permitted to be performed by the City af Denton under File 5404 to the City Manager af the City of Denton, Texas, or his designee. SECTION S. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds t�erefar in the arnoun# and in accordance with the approved bids. SECTION f. This o�dinance sha11 become effective immediately upon its passage anc� approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENN�FER WALTERS, CITY SECRETARY ;• APPR4VED AS TO LEGAL FORM: ANTTA BURGESS, CITY ATTORNEY � /t� � ,'�� — EXHIBIT 6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND VALMONT NEWMARK (RFP 5404) THIS CONTRACT is made and entered into this day of A.D., 2014, by and between Valmont Newmark a corporation, whose address is 2 Perimeter Park South, Suite 475 West, Birmin�ham, AL 35243, 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 # 5404 for Su�lv of Galvanized Steel Transmission Poles, 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) Special Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5404 (Exhibit "B", on file at the office of the Purchasing Agent) (c) Standard Terms and Conditions (Exhibit "C") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D"). (e) Supplier'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." 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 5404 SUPPLIER BY: � `""""� � � ��,�w��.MM,� ��,� AUTHORIZED SIGNA"��1��"�N�:��l'� ��, �,M �� f)�t�:��....m.�""��°^*� � �� ......... � ........ ......... � � Name: �'�"' � ��"�� Title: _ � � � � � � �-� � � � ��:... . . .. ... � ................................ �� "� ....... �.e �.�_wu�w__. ��... :� .. ... .............�� .� PHONE NUMBER �� FAX NUMBER �'1 'I . BY: ,��.�� _ ..._...........�� GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 6 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit B 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 bid price. Individual purchase orders will be issued on an as needed basis. 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 den�c�n�urchasin��,ci�yc�fden�c�n.cc�in, with the above file 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. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier 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. 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. Total Contract Amount The contract total shall not exceed $15,590,000. Pricing shall be per Exhibit D attached. Deliverv Lead Time Products or services will be delivered twenty (20) weeks after the receipt of order from the City. Pricin Base prices shall be per Exhibit E. Pricing shall be adjusted quarterly per the Price Adjustments section below. Price Adiustments In the event that the standard Materials indices and Fuel Market index noted below change more than 5% from the base line rate listed below City of Denton will allow for adjustments to the price based on the following price adjustment process. Price changes will be set on a quarterly basis based on the average value for the last month of the quarter Steel Pricing: The bid price shall he based on the American Metals Market (AMM)index for Steel Plate, carbon, cut to length, steel sheet. The baseline of the proposal index pricing shall be as indicated by such index for the date and value given below. Any changes to structure design, quantity, or project schedule will result in a price change. Prices are based on designs, quantity and schedule provided at the time of the quotation. EXHIBIT 6 AMM Steel Plate, Cut-to-Length Index Average February 2014 =$790/Ton Galvanizing Pricing: The bid price shall be based on the most recent, month-ending mean cash price for zinc on the LME (London Metals Exchange). The baseline of the proposal index pricing shall be as indicated by such index forth date and value given below. Pricing increases or decreases will include the cost of zinc, which is a portion of the galvanizing cost. Both structures and anchor bolts will be adjusted for changes in zinc prices. LME Zinc Monthly average February 2014= $ 0.9232/lbs Delivery Pricing: The bid price shall be based on the current EIA (Energy Information Administration) diesel fuel Weekly Retail On-highway Diesel Prices market index for the Gulf Coast Region. The baseline of the proposal index pricing shall be as indicated by such index on the date and value given below. Pricing increases or decreases will include the cost of diesel fuel and will be based on the EIA index value. Both structures and anchor bolts will be adjusted for changes in diesel fuel prices. Weekly Retail On-highway Diesel Price, Gulf Coast, market index for February, 28th 2014= $3. 806/gallon Employment Cost Pricing: Labor cost shall be included in the overall calculation and shall be considered firm for the entire duration of the proj ect. Price Calculation: Valmont Industries, Inc. shall provide a formula for calculating the adjusted price per pound using the benchmark indices, provided for the dates listed above, at the time of the proposal, and which can be used to calculate an adjusted price as a function of future index values. The price formula shall clearly show the cost of steel, galvanizing, delivery, and labor as a percentage of the total cost of the product. The following variables will need to be included into the formula: Sl = Baseline AMM Steel Index Value S2 = Future AMM Steel Index Value Zl = Baseline LME Zinc Index Value Z2 = Future LME Zinc Index Value Dl = Baseline Diesel EIA Gulf Coast Index Value D2 = Future Diesel EIA Gulf Coast Index Value L = Labor Value 50% material Content 2% Zinc Content 1 % Freight Content P = Price Change Multiplier Formula(P) = l+((S2-S 1)/S 1)*Material Content)+((Z2-Zl)/Zl*Zinc Content)+ (((D2- D 1)/D2/5 *freight content) EXHIBIT 6 The Price Change Multiplier shall be calculated during the first 10 days of each calendar quarter based on the change in the indices listed above from the date indicated above for each index and the previous quarter's last month average value for the same index. The Price Change Multiplier shall be applied to the bid price of each item ordered during that calendar quarter. Valmont Industries, Inc. will provide documentation upon written request of the pricing from the American Metals Markets, London Metal Exchange, and Energy Information Administration with each quarterly price adjustment. Valmont Industries, Inc. reserves the right to go to a monthly review of the price change multiplier, in the case of extraordinary escalation. Amended Terms and Conditions The following amendments shall take precedence over the terms and conditions in the original RFP document and Exhibit C. Exce�tions to Section I General: Item # Descri�tion 18 Valmont proposes that it would be liable for liquidated damages on account of the late delivery of a structure(s) in an amount equal to one percent (1.0%) of the purchase price of the late structure(s) for each week they are late. Valmont Newark and the City would agree upon a delivery schedule and certain milestones which must be satisfied by the City in order for Valmont Newmark to meet the delivery schedule. Examples of key milestones are the issuance of the purchase order, approval of calculations, and approval of drawings. The agreed upon delivery schedule and milestones would be set forth in the purchase order. Excentions to Section VI Standard Purchase Terms and Conditions: Item # Description 5 Delete the phrase "and accepts" in the second line of Section 5. Risk of loss for the deliverables should pass to the City at the time the City or its contractor takes possession of the deliverables. 7 Add immediately following the first sentence of Section 7: "If the City has not given written notice of acceptance or rej ection of deliverables within twenty (20) days of their delivery to the destination point specified in the Contract/Purchase Order, the deliverables shall be deemed accepted by the City effective on the twentieth (20�h) day following their delivery." 17 Add the following phrase after the word "Contract" in the second line of Section 17: "for purposes of confirming the correctness of invoices submitted by Contractor to the City for deliverables sold to the City under the Contract/Purchase Order and for such other purposes as may be required under applicable law." EXHIBIT 6 19 Delete Parts A and C of Section 19. Because each project for each customer is unique, Valmont Newmark is not able to provide the pricing assurances required under Section 19. 21 Insert the word (as punctuated with a comma) "merchantable," between the word "be" and the word "free" in the second line of the first paragraph of Section 21. Insert the phrase "accepted utility" between the word "and" and the word "industry" in the fifth line of the first paragraph of Section 21. Delete the phrase "or any warranty implied by law" in the first line of Part B of Section 21. Add the following as the final sentence of Part C of Section 21: "The repair or replacement by Contractor of any defective or non-conforming deliverables, and the payment by Contractor of all costs incidental to such repair or replacement, shall be the exclusive remedies available to the City and the only obligations of Contractor with respect to a breach of any of the foregoing warranties. If Contractor fails to repair or replace any defective or non-conforming deliverables in accordance with this Part C, the City shall also have available to it the remedies described in Part D below." 31 Insert the following sentence at the end of Part B of Section 31: "The obligations of Contractor under this Section 31 shall expire in their entirety and be of no further force or affect whatsoever on the fifth (S�h) anniversary of the final delivery of deliverables under the Contract/Purchase Order." 32 Please see attached for comments and proposed changes to the insurance requirements in Section 32. Amended Specifications to Desi�n The design information included with this proposal is preliminary in nature and may be refined after the award of an order. Valmont's intent is to meet the inquiry specification with the following engineering comments. Please review these, along with the design information enclosed, to assure that we have correctly interpreted the inquiry requirements. Prefitting of components or match-marking is not included in our proposal. The fabrication tolerances and detailing practices used assure fit as well as interchangeability. Our standard method for identifying sections assures correct section orientation and provides a reference point for measure of slip distance. The distance between the bottom conductor phase and the top distribution phase was assumed to be 12', on structure type TUS-7GXCT. It was also assumed that the distribution arms would be provided by others. EXHIBIT 6 DESIGN Design is based on the following publications: • ASCE/SEI 48-1 l, "Design of Steel Transmission Pole Structures" • ANSI/NEMA TT 1-1983 "Tapered Tubular Steel Structures" • ACI 318-83 (f c=2500 psi) A 0.25 degree ground line rotation is included in the design of all structures. Point of fixity for embedded structures is assumed to be at the ground line. Our design calculations are based on static loads. Wind induced vibration is believed to be more likely to happen when structures (or components such as arms) are installed without insulators and conductors. It is considered good practice for installers to attach at least some equipment to each arm at the time of installation of the structure. See I002 attached. Cambering is included on structures that exceed the 10 inch deflection limitation for the everyday load case. Camber costs have been included at this time for those structures. MATERIAL The following materials will be used: shaft and attachment plate: (Galvanized) thk <= 125" Valmont 5-22 (exceeds ASTM A572, Gr 65, Heat test) 1.25" < thk< 4" Valmont 5-56 (exceeds ASTM A572, Gr 50, Heat test) thk<=4" Valmont 5-221 (exceeds ASTM A572, Gr 60, Plate test) anchor bolts: Valmont 5-23 (exceeds ASTM A615 Gr. 75) connection bolts: ASTM A325 nuts/washers: matching the bolts used ANCO type locknuts are provided for connection bolts other than anchorage FABRICATION Bolt holes will be 0.13" larger than the nominal bolt diameter, except for anchor bolt holes in base plates which will be 2.63" in diameter. Caged anchor bolts will be provided as shown in the attached sketch. Note that the bottom template is welded to the anchor bolt at a point below the required bond length. Identification marl�ings will be stamped into plates welded to the components. Slip joint tolerance: +6", -(1.872/Taper + K) where: Taper = diameter change per foot of length (in/ft) K = 9.9 - 0.082(D/t) D= top diameter of male section (inches) t= thickness of male section (inches) Tolerances for fabrication shall meet Valmont's M-1 specification attached. EXHIBIT 6 Welding and weld inspection will be performed in accordance with Valmont's W-22 specification attached. Weld joint details will have either the prequalified or qualified joint status in accordance with the AWS Dl.l code. Attachment vangs will extend thru the pole shaft eliminating the need for doubler or reinforcing plates. Vang-to-pole shaft welds will be fillet or partial penetration groove welds (with or without a fillet overlay) sized for the strength requirements of the joint. These welds are qualified in accordance with AW S D 1.1. The arm-to-bracket weld has been standardized as a partial penetration groove weld with fillet overlay sized to develop the full strength of the arm section. This weld detail is fully inspectable per AWS acceptance criteria and develops the full strength of the arm while maintaining thru- thickness stress levels per ASCE allowables. FINISH SPECIFICATIONS Hot-dip Galvanizing of Members per Valmont Specification F-1 (exceeds ASTM A123). Hot-dip Galvanizing of Hardware per Valmont Specification F-2 (ASTM A153). Chemthane coating meeting Valmont F-398 specification is proposed for below grade protection. SSPC SP8 surface preparation will precede galvanizing. Exposed welds will be mechanically cleaned. A maximum galvanizing thickness will not be guaranteed. INSPECTION Base plate material shall be ultrasonically inspected per ASTM A435 and Valmont WI 10.04 Certified test reports are obtained from our suppliers for: 1. structural steel plates and shapes 2. connecting hardware 3. welding electrodes and flux 4. rebar used for anchor bolts Formed plates will be visually inspected for cracking. Magnetic particle inspection will supplement the visual inspection in questionable areas. Inspection records in the form of "Traveler Cards" will follow the components through the fabrication process. The third part inspection agency should be approved by Valmont. EXHIBIT 6 Systems are in place that will provide the following levels of test report traceability: 1. direct, one-to-one traceability to pole shafts and base plates 2. batch to other structural components The test reports and inspection records are maintained at Valmont. When requested, these can be provided to the customer no sooner than two weeks after the fabrication of the component. We recommend the turn-of-nut tightening method explained in the AISC Steel Construction Manual specification. Torque values for bolts will not be provided. DRAWINGS/CALCULATIONS Preliminary drawings showing standard features and options are included with proposal. Final designs and drawings will be submitted on a schedule determined by the required shipping dates. Valmont standard drawings and details shall be supplied and shall include the following information: 1. - erection drawings, will include the following: total structure weight arm connection detail. no bolt details / layouts referenced major components and loose hardware bill of material. 2. - section assembly drawings will include all integral parts of the section. 3. - subassembly drawings: i.e. arm assemblies with all integral parts. THESE DOCUMENTS, DRAWINGS, AND/OR CALCULATIONS AND ALL INFORMATION RELATED TO THEM ARE THE EXCLUSIVE PROPERTY AND THE PROPRIETARY INFORMATION OF VALMONT INDUSTRIES, INC. AND ARE FURNISHED SOLELY UPON THE CONDITIONS THAT THEY WILL BE RETAINED IN STRICTEST CONFIDENCE AND SHALL NOT BE DUPLICATED, USED, OR DISCLOSED IN WHOLE OR IN PART FOR ANY PURPOSE, IN ANY WAY, WITHOUT THE PRIOR WRITTEN PERMISSION OF VALMONT INDUSTRIES, INC. Welding Electrodes - Section V— Steel Pole Detailed Specification: Paragraph E.4. Welding-General — Valmont does not perform test of welding electrodes. We rely on the Electrode manufacturer's periodic Certificates of Conformance to Requirements for Welding Electrodes that are posted by the electrode manufacturers on their respective web sites. These are general and not lot specific. Mechanical impact properties, including impact testing are shown in these reports for the filler metal, but at -SOF. Proof By Testing - Section V— Steel Pole Detailed Specification: Paragraph D.l.f — Valmont does not perform "prove by testing", for every design. Delivery - Section I— Purpose: In paragraph 3, and Section II — Service Conditions: Paragraph A. Site EXHIBIT 6 Location; Valmont typically optimizes shipments and does not deliver a single pole on a single truck to a single site location. Replacement Parts — Section III — Technical Terms and Conditions: Paragraph G. Guarantee, 2nd paragraph; We can respond to issues within 3 days, we CANNOT guarantee that replacement parts will be provided within 5 working days. Stock hardware can be provided during the 5 day period; replacement parts are custom made and some of the lead times can be up to 3 weeks. EXHIBIT 6 Exhibit C Citv 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. l. 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. EXHIBIT 6 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 afier 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 EXHIBIT 6 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: EXHIBIT 6 A. If a DBElMBElWBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close-Out MBElWBE 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 afier 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 thereafier, 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 thereo£ Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafis 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 DBElMBElWBE 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. EXHIBIT 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. EXHIBIT 6 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 afier 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 attomeys' 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 EXHIBIT 6 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. 3 L 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 properly 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); andlor (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 afier 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 EXHIBIT 6 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 afier 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 afier 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. EXHIBIT 6 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become properly 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 behal£ 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 andlor 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 properly of the City andlor its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City andlor 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 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 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 o� 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. EXHIBIT 6 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 andlor 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 afier 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 employerlemployee 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, warker'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 EXHIBIT 6 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 parly. No waiver by either the Supplier or the City of any one or more events of default by the other parly 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 l, 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. 5 L 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 EXHIBIT 6 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 Afier 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 EXHIBIT 6 (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. l0a - lOd) 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. h1tp://www. access. ��o. �ov/davisbacon/�.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 fumishing 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 hereafier 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 EXHIBIT 6 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 Parly'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. CITY ��T��I RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES � �� ►t�t �� ,��: ►,.�� CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other �� doin� business with local �c�v�:z°��neental . _ . _..�.�._ This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. FORM CIQ OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person �naceReoe��ed 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 government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be iiled. 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. Name of person who has a business relationship with local governmental entity. Valmont Newmark does not have a business relationship with any local government entity ❑ 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.) Name of local govemment 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 questionnaire7 � 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? � �.J 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 ��I No D. Describe each affiliation or business relationship. Signature of person doing business with the governmental entity PAGE 45 OF RFP # 5404 Date � Y � M � N � � a � O .N N .� N i � H d � � � d N .� � > ,�^ V W � � Q Q � N W d d i � � i .� a � O � Lii a � � EXHIBIT 6 d� �m a` `o � r — _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ O Q � r � V K } ?� t�t O a u ° _ m M d `o M q r � �N 0 � m F N _ _ _ _ _ _ _ _ _ M � U M � d N � Y a u � _ a0 �o d `o �r �. � � a m ° ac � _ _ _ _ _ _ � r U _ _ _ _ _ _ _ _ _ _ _ _ _ to ey �° � d N � Y a u � Y Y - 00 L L d `o (C� (C� N t C C � C N - ' ' ' ' ' ' ' ' ' ' ' ' - - ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' J � Q Q � etl V � � � d O Z Z L 'LL � � m �• �. � c c � 0 0 € a E E °' � � � ' > > � a � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � r � a� 3� o � a a .. � o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a m rc � a` m U � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � O q t � r V � rn d ¢� o ' 3 m o - °°� � - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - � � � - - - - - - � � � - - - - - - - - - - - - - - - - - - - - - - - - r,� Q° d—° U U U U U U U� U U U U U U U U U U U U U U U U U U U U U U U U U o� m� ------- ------------- ----------- o� _ _ r �� U N a y a r , , _ , _ , , , N ° a _ _ _ _ _ C a o � w m 0 .. � v v >>> N N N >>> � � � �� o 0 0 0 0 � � (6 .. � a m m m m N N� r¢i r¢i r¢i v v v¢ ¢ ¢ j j j�� v¢i v¢i v¢i � m m m m o 0 0 o U U U U¢¢¢ d N � r � � � � v¢i v¢i v¢i v¢i v¢i v¢i v¢i v¢i v¢i t� t� t� �� m m�� Ct � �. � � � � � � � � � � � � � � � � � � � > > > �n �n �n � � � � � � � � � � � � � � � � 0 w Q�y a d .��: F F F F>>>>>>>>>> > > ti� ti� ti> >>> �n v~i v~i ti� ti� fn —: a a a a a fn fn fn fn >>>>>>> F F F F F F F F F F F F F F F F F F .>>> a�i:. 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March 17, 2014 City of Denton 901-B Texas Street Denton, TX 76209 Attn: Elton D. Brock, MBA, CTPM, CTCM, C.P.M. Purchasing and Materials Manager RE: Supply of Galvanized Steel Transmission Poles for the City of Denton RFP 5404 Valmont Newmark Quote #81107 Valmont-Newmark is pleased to provide our proposal for your consideration to supply transmission poles for the City of Denton RFP 5404. Valmont-Newmark strength is having unmatched financial resources positioned to fully support City of Denton's project needs. Valmont will leverage the industry's largest steel and concrete manufacturing capabilities and capacity to easily supply your total structure requirements and ensure on time delivery performance. We have compiled the information requested and have provided exhibits therein to fully document our experience and qualifcations. We have also summarized the Valmont Advantage as to why we are best-in-class for project risk management and execution. Why Valmont for the supply of galvanized steel transmission poles for the City of Denton RFP 5404? Dedicated Project Team —(Engineer(s), Drafter(s), Project Administrator, Account Manager, Project Manager, Field Quality Rep., Customer Service Manager and Lead Site General Manager) to ensure a seamless implementation and make sure priority is put on your project requirements. 1. Large Project Kickoff & scheduled meetings — Valmont's project team and City of Denton Stakeholders will meet to review project requirements, milestones, expectations, communication, format, activity engagement, city board status updates, project plan, etc. 2. Engineering Engagement — Valmont will assign in house dedicated engineering resources, to work closely with City of Denton engineering team to collaborate and establish an optimized structure option that will result in the lowest installed cost solution. For more information see Appendix II. 3. Project Management — Ensure single point of contact and solid communication between project team members, risk mitigation management, and driven execution to ensure a successful project. A local Valmont Project Manager will be brought in on day one to work with City of Denton team to ensure that schedule performance is achieved in accordance with City of Denton requirements and needs. For more information see Appendix III. 4. Field Response — Valmont also offers 24 hour field response support to any field issues or concerns and can be available at project start up to ensure proper structure handling and installation. Valmont will provide an onsite Field Quality Representative during the life of the project. 5. Local Manufacturing and Galvanizing — To maximize logistics by minimizing transportation and loading costs while ensuring product quality through inspections at all our finishers and loading facilities. Valmont operates (3) Texas facilities located in Mansfield, Brenham and Bellville. It is the combination of these diverse capabilities and capacity that allows us to support City of Denton's ranging product and delivery needs. An overview of the Valmont facilities is shown in Appendix I. 6. Capacity Reservation based on project forecasting — City of Denton will have capacity reserved at implementation for a113 years of the project based on the provided demand and updated weekly with the City of Denton team. This approach provides City of Denton with the confidence of knowing they are well positioned with Valmont Newmark to achieve their critical project schedules on time. EXHIBIT 6 Regarding our offer for your requirements: The prices quoted are for base plated and embedded galvanized steel poles. These poles may include assembled anchor bolt cages, vangs, grounding plates, bolts, arms and ID tags. This quote has been designed in accordance with the original design speciiications provided at the time of quotation. Therefore, our proposal is based on the information provided with this bid. Any changes or modifications to the designs, structure quantity, or milestone schedule, will result in re-evaluation of proposed pricing and project delivery schedule. Should the established milestones be impacted, the project schedule will be adjusted accordingly. Along with our bid for custom steel structures, you will find alternate options for your review. Please see attached pricing sheets in Exhibit 1. Offer and Alternatives: Valmont Newmark offers a unique unbiased manufacturing and material selection process to help optimize the best solution for your application. Our product offering includes concrete, steel and hybrid poles in addition to patented structure solutions for specific challenges. After a review of the designs Valmont has determined that one option would be to utilize concrete for Tangent Structures TPC-138U, TPC-138DC, TPC-138DCU, and DC1P. Another option would be to utilize our facilities in China for approximately 90% of the structures. Below is a summary of each offering: Base Offer mmm.�,_.. .. � ..............................Option...�.............................................................�............................�� ..............� Option 2 Material I Steel.._.........m__.....�__m�.__�m.._ ........................... .. .. n..r................_...T....ri..,.._ri........................................................................., ..................�...._..............................._ .. � ..C.......... o c ete a ge ts Steel Steel — DE/An�les � Manufacturin . ..m �„Brenha............ � ._......_..m� ____� _ a� ........�... � g m, TX Primary Bellville, TX — Tangents - Primary China — Primary Facilities Mansfield, TX — Primary Brenham, TX — Steel - Primary Brenham, TX — Secondary Others — Reserve Mansfield, TX — Steel - Primary Mansfield, TX — Secondary Others — Steel — Reserve Others - Reserve . ��..... . . .. ..... _...----- , Lead Time 14 weeks 6 weeks — Concrete 20 weeks (PO to structure 14 weeks — Steel deliverv start) � Base.Pricing u.�� ..�..�....__.m. � ��.�m ,m��..,��______.�,m�.��.....�� .�........�. ...., Year 1$10,006,552 Year 1 $ 9,920,027 Year 1 $ 8,995,417 (Delivery to Year 2$ 2,631,229 Year 2 $ 2,591,218 Year 2 $ 2,365,351 Laydown Yard) Year 3$ 3,916,452 Year 3 $ 3,843,785 Year 3 $ 3,520,705 Total $16,554,233 Total $16,355,030 Total $14,881,473 .. Savings $ and /o _ ..�, � �.� �....$.�.��..........�� ..��........� ............................................................... ....,.,.,...,.,.....,.,.,.,.,.,.,..,.,.�,.,� � ��..�...��..........e................................. � 3 ......... �. $1 672 760 compared to - 1.3% 10.1% Base Note: For more detail on lead time breakdown, see attached pricing sheets in Exhibit 1. Discounts: In addition to the base offer and options above Valmont would also propose discounts for the accelerating of the delivery schedule. If Valmont could deliver all of the Year 1(275 structures) by end of 2014, Valmont will provide a 3% discount to the pricing above. If Valmont could deliver all of Year 2 and 3(322 structures) by the end of 2015, Valmont will provide a 2% discount to the pricing above. Delivery direct to right-of-way: Valmont provided a price adder listed in Exhibit 1 for delivery directly to the right-of-way. In addition to the price adder Valmont would offer to hold up to 2 weeks worth of poles approximately 30-40 structures at our Brenham and Mansiield facilities to ensure proper and on time delivery. If option 1 above is selected Valmont would hold structures at Mansfield, Brenham, and Bellville facilities. If option 2 above is selected Valmont would ship sections from China to Port of Houston for delivery and hold to Mansfeld and Brenham facilities. Liquidated Damages, Performance Bond and Insurance: Valmont would provide a performance bond as part of the final contract to guarantee the project is delivered in satisfactory condition. Valmont is willing to offer liquidated damages of 1% fee per a week for each structure late based on the value of the structure late. These liquidated damages are based on the City of Denton project team meeting the key dates in the jointly developed Key Milestone Schedule otherwise the liquidating damages will not apply. These key dates include Award, Purchase Order Issue, Calcs Approval, and Drawing Approval. Valmont has also provided our Certificate of Insurance for your review, see Appendix VII. EXHIBIT 6 Pricing and Validity: Valmont pricing provided in this proposal is based on award of the entire project. Pricing will be held firm for all orders delivering in 2014. Pricing for deliveries in 2015 and beyond will be based on the proposed price adjustment formula that is enclosed in our submittal. Prices do not include sales and use tax. Proposal is valid for one hundred and twenty (120) days. Terms are Net Thirty (30) Days. Freight is F.O.B. destination, prepaid and allowed (with truck delivery intended) to Denton, TX. All quotations are subject to acceptance by Valmont Newmark at time of order placement. Valmont Newmark Standard Best Practice Shipping shall apply. Full Scale Structure Testing is not included in the price. Unloading or material handling at the jobsite upon delivery is not included in the price. Warranty and Exceptions: Please note that Valmont has provided exceptions to Terms and Conditions associated with this proposal as well as engineering, cancellation, quality and manufacturing comments and exceptions. Valmont warrants the product to be free of material and workmanship defects for a period of one year from the date of shipment. The warranty is limited to material and workmanship defects. We are open to discussing any areas of concern regarding terms and conditions or project specifications. Valmont Newmark will work with you to reach mutually agreeable resolution of any issue if awarded this opporiunity. On behalf of Valmont Newmark we appreciate the opportunity work with you on this project and look forward to discussing any areas of the proposal. If you have any questions regarding this proposal please do not hesitate to contact Mark Magill at 817-798-3448 or Earl Reynolds at 903-452-1842. Sincerely, ,.. � �'��'�.. �.'�-�. W� ��w�, ��.�.��;e�a � �.��.. � �, ��`,��.. � �. Mark Magill Territory Sales Manager Valmont-Newmark Utility Division EXHIBIT 6 ,�.. � � �� . City of Denton RFP 5404 SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES FOR THE CITY OF DENTON INTRODUCTION (EXECUTIVE SUMMARY) —1 Page Maximum Briefly describe your understanding of the requested services, important issues, and City requirements. As the industry leader for utility structures, Valmont Newmark is very familiar with the challenges that can come with projects of this size. So many challenges come into play with projects like this. There are various moving parts, like suppliers to deal with, contractors, subcontractors, contracts, contract management, field issues, timelines to keep, budgets to stay within, and on the list goes. An example that I think may be at play here would be the acquisition of Right of Way. This can be a problem in small towns, much less a city the size of Denton in such a metropolitan area. We have seen challenges in the past with Right of Way issues and how that can derail momentum by the city, by forcing changes to routes, which sometimes forces changes to structures, which forces suppliers to be quick to react, so as not to impact the customer (City of Denton). To mitigate these risks, you need to choose a supplier that is familiar with these obstacles, and team with you to overcome them. Valmont Newmark has the financial resources and position to fully support the City of Denton's transmission structure needs with our Global Utility Industry leadership in capacity, capability and project management approach. Valmont Newmark's industry leadership position in capacity (11 steel facilities and 6 concrete in North America) is only part of the resources needed to effectively complete a project of this size. Our resources and expertise in large projects is unparallelled and provides the nimbleness that is needed to identify, manage and mitigate the risks associated with such project. Understanding and managing large project risks is key to the successful completion of this project. With Valmont's plant "just down the road" in Mansfield, we would hope that there would be a feeling of comfort from The City of Denton in working with us to tackle these challenges described above. Though Valmont is a global company, it is also local in the DFW metroplex, having several members of the project team, our manufacturers representative, and a field response crew supported by skilled fit up and welding personnel that can be deployed within 24 hours of a field requirement. Valmont understands your challenges and is excited to partner with you to tackle them, C ITI��I�N TmN RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES 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. � . 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. Il�lla ��i;��, �� „�m��s��su�� 1�rT,�.�.��lhuaii�u�s��:... ��s��i�:��:llu.u��u�r�� ,��a��;��,��a��.u��; n��,r�a��u��u�r��m�'� �t �11.7u f.Y17 :Zl1\►1 Y/I �1 Y [I7►1 a. Name and Address of the Individual or Business ��llu��r°��:��°�� I l��,��u��flru.��°��I14��. b. General overview of the Business �� ""�"��u��ui��:-1"��^w��m-��, ��m�� i��^ �m�;��ww� ��,�:� iu�w� �i�°a7��.��m��° ��,�w�� !�� iu��ui��-nr Ill��w�u� ��ui�� r,�u��:� �"ui.��w��ar��mw� 1�iii,��,��:��lll�� ,!!!!��w��1��m��.ma�� -�'u�� i�;�,�� Ilu�� a°��usuu:�;�•��x'°� ��u��",,` n�rra�� u�.�� a.roir`;��,i�u� � ��u�a �u d�m du�n�u:ull��u ^��a��V ��:II ��u°M,��Il�ua iia� ��:°u�q a ��uw �:'6'u�M p�aa��,��ii- "n °�� a'f°IIII��41iu��:—�'0ry��°'rb"VYCVu'p:V"�� 45��,V"!:�w'�l'�IIuV��"9`;"p�,9�Vp994°n;"C� ill"s4��lY"V��l""^wr��4''„"11110�tl"��^�.:�114�'�"d;llll'V �� u��,� �u��a�.u��' .��roVaut�ua:�u�,� ��ru. �:�i ��M u�r� ��p�Il�Vuu°��'��°��u�� iiu�� i��n� Il��ua:°��a u aUM��a��'u°�w�u°��° p�ii��:��M��V^�„ ��ir�n� �uu��uu�iirur�, ull��;u�� q��uu��:��u°��ii��:�� q:,��m°ua:M h u �,.�. � u°aru�°� ��u ��ro,u��Mi��,u�i�u� r��u�� llu��u'u'V�u�d.u��u�u �Il:�a�� da� M.uuuqvMU��u��Ga:�u� ��u��:��;uAU� .u, a�.�u:uu• p�u��a��u.�� u� a°��;��u II�� u°��,�u��:��,� ��V�u��°:��M�¢� °��ua:!U� a�� nuw��:;�u.a�a� d�� r��'�� udq�M„ Ilti� ��,� ��:��,a��u��Y�uu��u�ru� a��'�"a:°��a��a u��t�a��;,� ��q fl��.�„� �:��u Ilii��.��rr�ua:� �� r�M�:��.a d� ��.^,'p�9. "�"Ilu��; �uuro� ��u� u a��rru �uH��.r��u°.� V��a�� d;qu� d�i��:�i�ll�uu'llutr��r .. ��uu�u��1h�� aron��; �.;�:rmu�ll��u��,r .. �d:�:� d ��nr��Ma�tl,� �:��"�� VGuu�m ��iru;'p.M pwr��llq �w ��'��a ��:� a'�u�4 a.�fl°u�u�� u�n��,� �uuud�Mc.� �'�:urr �n�A ti°y,u��iiuW�ax�u°i�.��:Mu�id;. a°u�� c:�u°u,�i�� °V�M� 4�iin� �V u�� i�a'Vd u��'ll�li�u��ua ullu��u; �l��u uuuau�� ;°�u�� a Qh�a„^:a°tii��., ��'�� ,ul�u�.uu�:,��Vl�, p��fl��°�i�a�nuu,� «�r��iiaU a�r�µ°��;�sllo-��. V�p�° ��,;��su �-u�, �uN��A:;ii �� Vu � M�� ° � Ir�r��'1111a uu�� .,,, a ��au�4m �� u�a ��,�w�l;'ui��a�� II��;��.��.^u tn�u,�:ua��,Vua�u:i�V' �qm�° �r��p� �q� u�z p-za:�� il�,�°Iluu�i��llau ��v. �w�'��M��as�.�u��m °M��"��irn�a:�vrr��u�—I�Ip��u�u��;ii�u•��, c. Business Profile(s), including: r�.�u;fr�m;Ih��u��a��nM4 4." II��^.�� vv�'�ir,�a� u�b��u�� ' il��ua� a��i�,:��V;�a��;� I��°�a��s�r °��M��:��. A��'�1h�� u�, i;� ��u��ll��n�ro�; ��4 � uu7�M^��a� ��, ��,fl�u amw��;, a�� ua� u��: ��n� u��fl:°ii. �� v��a��° IIuIM nnuru;> ��II� ��:; �,��uu��:q: ��u�M �suw V�,��i°V V�.M��°��'H�a��'I�� v14��m ➢:��u�� d�,u�u��a:� ��a��,. �y ubu�b�rr��,uq�� M, �� II "T ��.. � �� u��.r�xa� II�;��•II �� u� �� u°� °a°�� iC� ��4� 4 �� , ;;'u.. II �� „�, � PAGE 19 OF RFP # 5404 CITI��ON RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES 1) Type of Business (limited partnership, corporation, etc )�'.�:�a��u� �� u�::�� 2) Business History and Age — '��"m�� N��:��.�a��,� u��,,� �� M��,�� .�^��u�� M�� ,�� M�'�� q��w�� .�u�.�� Id M:�.�tl��II N�NW, � IW q�rl�d'��,�m;�� d"Nu. '�� d�p a°C�.��w7 3) Business Size (including number in each required discipline) �I�u��w�� .��°� �ic��°��:��:��,�:;� �p'� ,�°��if':,��'�°��m NNY �.', 4) Areas of special concentration—""��:��; �I��m,��.��M�� u� ��w ��N�� II:��°��°u �:a� "��.a�°u�� '�"��'�:'�M&�w��'�tl��,,iii. ��"m;�.��'��.p�p�, �°"„„��'h'h�NDk��"� �Ny:p''hir'��'�tl "w °w�;R'"��ll�"�"'�" ;�''1i �''��'��°.U�'�'��'�','��d"�N"�, ��Nll�� "��NnM��m;� „ , � �d' v ��;:k�'� N..��.�„��'��:'�h�wu�"�� m��',�� "wd�ll,�c��m�b� �'�,�M�s��'N;'"J�,� 5) Telephone number and fax number �'�w�:��uaw ��r,�M��m � �� µ N � � N::� ��'M,��;� �� .w:: �� N � � �..�:i�� :�.�; :�. 6) Number of year firrn m business ��w��: n��i��:�� µ��,�H,�� ^� � �� r � m ��.�� 'u�� .�,� ��.� � ��:a�° �� m��..� ��'N"�W°:� ��h�"�;��"';N'��"r��: ��"��k�r'��9i��'"�ti ��"�� .�^ � „i'N�a�p":!w. 7) Amount of equity capital of the firm year end financial °I�� ;:!��"��"p ��'��q�� w �� '� wi��:�:lll �� ,�� ° ��h�m:'��N�"�A�� ,�°�i��N��;�� :°i�'� �,�P�'aN"�: 8) Number and location of offices in Texas '��"�� m,°��,w ��k��: �� r N�� N��,�� '��r.��;��ti�, ��:��.��'�N��;�� ws��w��,�� :��u�.� N��;��°�u��u:�� 9) Location of the office from which the work is to be managed "��'��"�m�� N��:�� u;��w�m a•��°� ��,u11u�� ::w�°�' ��rv�;a�"N �� ;�u� ��w��.��:V �H� l��°'��.��uN�� ''��: 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. Valmont Newmark provided the structures for these projects.. . � ,,,��" ��: ��,�,� &"��u'qu�� II ��u�V�� uu•u::��,u�ir�. ��"��+�" �'�"��d��.��u�� u�u�u� �'��,��m�a��'V l��tqr �"�u��yv I� ^w4��,�:�.4��e�yp��t� �,a,�_et�� t�,�. I_:� > ai:�a� �,��b�� "IC"'�If � a�°,�� u��;'� 1"�^'��Il�i '�uuu��TM�ll� �. urr��i:°,�:uu� ,� ��,'�'��r" �_��M�� ;��uu� � ��U� I!'��:M�,r'V ��'��„��:�r�� ,�w�c � �" � �, ,�a^� ��s,��r�� r,'r� ��re�i�,^ d�� y H� ti:�'��l��wa,�"".��+� ��r� �,� ��.��u i��r��,a u ,�,� r�� r�,�r,��sr ��"a.ra^,^a ��a:�� M�,�s��:'s �� re�� w�'�'��t� ��, ��, � uta��:t,°w��r r�v va �a � ��,� N�c ��aw �� .a� l �,.�.�a�� ° 9 :.', � 1(� � "�? "� ��„�q� �, �..V a��, �.�d��p� ��,�u N� ��m�.�'��u'�w � u��X.�:�ii� +��'w ��'" prtt��:lt�vr�v�w z�xG��A°+. ��r�°�a��4�,.�:a.w�'b�r��w��! ��a r i�.i�._;r��p�_� �'�" � �„r�r�q�uuV:w �f�.� u�, V,�u.u� ^��r��ll��:��d, Ilu � u�:q� Vr��°u°�°�:� ��u�� :�:�ic�duun��a� u�� re�qm'Vu��^u u°�� d:l°�a �u° � ,� � � 4�` �;:� Vu��., ��.� u u �V ,u�'. p�� u`a:'u y M',�'':�::'a. U"��s��',��,a I[� .. ,rw, ��ull�,�^, II��V�,a��^;� Gu°re°a.��'u�d: � �,uq�:"'�,,��. U �auw��u �Iflf .. n a�'��'flull� V'r��i:��lla �� uu..,�°u;uu� ��'!uV�,'"��" h��,M;/�rn�w�� + aa��r�n:��),��e�oaro��'d.� �ww��a�r`i�� r l��;�rr�l II ��;:: p�w��r�;:.. ��'w uuup'k�^i�� "ud.ru.�L�V��' �. u�u�:;�:��A� �� ,�:�,��, lrtl1�,��1��r��r � r�� .��uo��,fN�� A�A.d�,�;��l�in�u��,a�,.l��te� 11) Name and contact information for the project manager or other key contact with the entity contracting these products or services. �� ,�y ��`a�ub��°�,�� :��, ��.��,a:� u�� a.�'�:��a�R�u��,untl: �" �.��Va:b�� 12) Details of any awards received. V`��➢��. �� .�u��ll� u� �,��u��T,�� :��, ��;��;�u��u��".,;�u ��wT�u�� d'a:b�.. ➢u�u��a��„��Pu��° 1��rll�� 1�� au�� u�upu��ii� ��V��Il�ou�ull«�� PAGE 20 OF RFP # 5404 CIT��I�N RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES 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 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 cornparable size, and credentials; greater weight will be given to project experience within the past five (5) years containing the team members proposed: �:��V�� a� .��wM� ��p��b�s�°��r��llu��: ',��"II�� w�� wll�� IC u� � uu��u�uu�; uu��il: �w��u��w,��.�� ;�:�� uu��°M�. ,'�",�:��m��.r�V�� nwu°di�'��,�1r�;�+�;�� ^°��;u.� �.� ��,V:��nwV��:� uuu '��^�.u��u�w. µ�;�. a. The steel fabricator shall have been regularly engaged in the structural fabrication of galvanized, tapered tubular steel transmission power line structures for a period of at least five (5) years. '� �M��,,, ��V��u°��.��u� I��,�m��uu��u�°�� 1Pm��ri ��u�� u�� Il.��u�� ri�. ,��uuu� �� p��;��u�::�. b. Provided at least 2,500 poles of a similar type to those specified in this RFP, to electric utilities during a five (5) year period. "��"��Il��u��: � ��w,��r��p�V�� u��°u�� M,�a ��;�� ;�; �"�wtl:��;��1" M"° ii �_I�IMIIV��i �V''M'IIP;'ill�9k�, ' M� � i11�� 'u m" q;� Iil VV�m �"U'�;''v�. M�,��V"�'II�pNII� I��i6��IMi V�II��.�^"�aS�� d��.w �Utl�MI� ��il � il�'d` � ��.0 , i�, ., I�� U ,'V�;:u�u V�� ,.��. � ,�� + .':' I� �uV��:ruu �u� u� �1��''°i� ��.�� .��M�!�u�llu��u 'uu� '�:'�'V n ��d��r��, �� '�u�Vii��wi� uu� ''!',��➢ ", �� '1��"�^;�, P� ��'�u'UUu��;ru.0 " ' ° � �M��, � u�rr�� ,�"�� mmw° �"u��u, u.�u.�� u�u�.u� II'� �u,�il�'u��.��umn�� r�� ii��u��u,�Vu�;u��'�� Po��s��. c, Three (3) references from electric utilities for the products requested. The City prefers references from municipalities of similar size. ��"�.�Vuu�re�u°u� I A�m��Ew,r��r,�u°N� ��ro.� ��u°�.p°�'u�� u� tl��u�°��urM � �� :�°�:�uu� ir��ii�u��u�°u�.��.�'U��V,u� �� n.��:fl �n�Vu�r�,��,; V��U��;��°w�, d. Provide information indicating the ability to supply products as specified within the needed time by documenting delivery performance for orders completed and � g II �� y i�u�� tQua u��V:�i'll�d�v nu��:�u.��u�4��u•�„ ��✓��°u �� ^a��i��;� e lvere urin 2013. �'��ur��:��,�U Ilm��.� �.��r��,��uu�'��°�� w ��.��:�'` �ua;i�u�;xa��, u�G��:� �:r a;�ru��;,�i�°�ila d��:;i��utuc�� li��fi� I��a��s-t�IP�u �uuroM��u�xa.,��i, �viu.lh� ��Il�r� �° ��c:��u�na,�u�°s;u� ��ara�ll �'��a u��a�,��^�� n�x a:�'Q�uuu��q.. �/it�°u �iC��uu� ��r�M��4uII�P�m �x�� a°°��p��V�li'�u��:y, tl�i,� ��8q��° �"a�.riu� �� :��.uuaV u°��:�'ll�u�u��':; �P:a� uuuu��:pr�.�,,;�� u�p�� il��!�� u��u�:� M ir��an�,�u��;n�� ua��,��.,��an��:�a�'°. �irM ��:�'Q a, �"��m��i��Mu I�da��'�n�u��u�V,�� a�u��..��'u�u�u�, r.�u:'�'u��a,n°�' ��'��u°da�u`uu�u��u��°ar ��.��u•��pua°�� "i�",�^��:��, �'�ul�; rr��., tru��:;VacMa� ��u�A:� u°a Il��ri�a��:i u��ar��, e. A defined level of industry knowledge and understanding �T��i�r�:��:'I��a�,�rir�u��ir��. ��^a ��u�� aV��in�a�;a� a� ��°;^�i;�,� p��a,��yu.��n�� .��r�w� n, V��°�:1 �u� '6��:'� �a;�n~��d a:a�� Il�u°a�rc�u.a��rh�. �✓r�a�%�I��t�a��ii�� t�M,��uA�,w�; r��urou� u� n.��,�u��4 i°iw��m �l� a��au ,�,��a��,�� ;�lnunc,:,, V� u 1�°:�� a�ru��r f:��a� �`�a��.11�'��, �:��.�V V��trun��°:uu°��M�� ,a:��° ra��i°r�:�� tuuu��uuu��,� r�� u��rr��. ,�➢1 �"n��umu��n°��p� ��I�°��ir��Mir9� ��x•A��a:�u,u�;��a.rou� d";��a ��utu��°M;� k��V�a;n�v �Ih�a �at'��u� a�r�r��l�u�4;y <k�riR"�4.Vllui1�4�4;� ��"PPw7Q,4"�4':��,��"�"� A�l'IIIiG',� a"�kll;" i9'a�'k'��ll"4'�� ",+Jp��11 4 �"1"IQ�'I4;�,4� '"�J�"��A';�RV1�iR� II�"I�I'3�P� 4;�4:bll"11: ��J�V61 Q°;;�'l'"� a�Jll�'��P'V"ti;',°� "�%w��° P"U1i�"��'Q' a��,s.u�° 1�� 1 trar�M��;xA�uua°�° ��p�a��,�P"ii�:;��t i��rr�,��, �'p��n�y� a`��u'T�ruAU� a„ir��,zn��4 �n�r��, ��.i��a� a��u�� uin��:�aa.��fi:�'Y ��M��r��ll. °uA�u� ��:,a,� �ni��•°;u�p;i�:�o�� °��irm°uuxGU��a�u�u��, Il�u°a��ii�:�uu�;; �a^��:;I��u�ua t�� a:;��IIrM �rr^�x� u�,�A�4a �� ur� u1�4�; a�lp;°��u�,n�� rt�� u��l��°n�:; ��rn'� ar�' .a�s M°II rc��o�� M�;a.a�i��°:°uM��.�� u�'P�„%114�y� �'�:P•w��"iLau4r1'w, G�u1➢I" V��1G;�1.��J��"i� �l;Ml�a!uuur�, uk «��Y1 �,D��u"^ 4�1i4'; ft"I,oa �"'xli"sl l uG uY� 1�4:,�' atM16';� pVVU'ua7i�`u�u"��'��" a,A��:,n;iuroaa��-l�n��, �P�u"d�,��1P�� :� ��GU�a°��,u�•� �°um��,lu��a��:a u � tar t��;�a�p��r�:rn�� yu�u.k� ��iru'Ih� a°u°a��ul��a �B�uu,��;t�a�un�, ��a:rollu,P'�ua:r�r��,. PAGE 21 OF RFP # 5404 �`- 1�'� �� . � , � . , � . � f. The Proposing individual or business must be registered in the State of Texas, or the County of Denton, to provide the services required for the project, and the individual or business must have all licensure required by the State to provide any services required under this contact. Registration and licensing requirements for specialized services may be met through the use of subcontractors. If subcontractors are used, information on the subcontractor must be included in the response to this RFQ. Use of subcontractors does not relieve the general or primary contractor from full responsibility for the project performance. � U��: .�a��Vu�wmry��w� g. Certifcate of Status — Issued by the Texas Secretary of State A 66Cy�111CULy Ol SLU.6US99 is a certificate issued by the secretary of state that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration. How do I obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State? Webpage: �rtl��,1,��wIT��^� �t�zt+� i� �z^�l��a�:�l�c�� 9�t��l; Phone 512-463-5578; or email corpcert�sowswwstate txw us. U�� A �M��r�� '�"��'p��,��°u��uroV .� �i'w:;� qua�u�°��.� ��stl �'��;��'a�,u�� 4 ti��.11:��llvu kau'�1�� '� ��,�.,��'�� Ilua �:II'. �d,�� VVuu^� V�'h��"II' ��re�'��i��amd� ��.u;�uuu�u�d:�„��u^ V�M��a:u d,^��i� ��M�a:,'V d �� uV'u�u"a�;� ti�u � �M�M�a, �1�^��;auu��uAM'tl�ll ��iru�� µa�umlli��r°ru`�, ,�m�� xp��m, � re��M�i°.uµd�^;�,� ��,u"�1�� urru II�a:,q��uVnM�,, ,.�;,�� h. 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). '��";�V��ur��,�wH�. Illm��.� u�� :: � au��'u�:;��: ��ilf�° �'�NU�:�,�i��,�� Must be an authorized manufacturer or distributor authorized by the manufacturer to sell to the Clty Of Denton, Texas. ��"��lu��u�:��u°�� r°��u�t�:N��ru ur��;�:lll �,�u ,�:^'ll'll �u:�.� ullu�� :;lid�� u�h V�:"�� u�t�:r�u°� � �. . a. Respondent shall detail any and all relevant history of litigation involving public pTOjeCts. �'"��'��urru�-�Gr�G�u: �^1��,�vuum��.�� Pn��'�� s� lwM°9�:m�u°u �� p�.�P:y'f�ar °u��,.w�� 1�Iu�u,�uP��ua:�u`ii �n�ur�ll�nn�� tl�M° V��ut M., y�M ��'��•��. b. Respondent shall detail any and all exceptions within the proposal response. ��u'��;�:��M�:; ,a,� �:'�t11�� uM��a,�ll a„aw��uuu�a��u x�uua.� a��;Mu°a',II^u�i��uu, uun �'�.1f:t��;��us��;u�4 ➢ m, �u^Iw vva'lll 1�� a'a°.V'��°tia ^a� �"'a':r�r��ttrua�rtP�,'� ��:IUi��M:� � ^�u��p:��u�su��;�� u��°i� �"��Il�ua��°ii�� .� 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). (Attachment G) ��w�l�� '::;��u��C��:�� '� �uut�;�.a,,;,,q ' ' -- � C �' Respondent shall complete the business overview questionnaire, Project Information Form & Schedule Compliance Form per Attachment C. li�ll�°r��;� ;�, ��:°��.��rQ�� i�� r�a�:;�,��t��r,u �: . . ,, ► PAGE 22 OF RFP # 5404 EXHIBIT 6 CITY OF DENTON RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES ,��u� II ��°ir��.�� V'u�a�.?'��°�,� �.��➢�u�m��u�u��tr��<��ua.��u�� I"��lull�� u��u�,.. �'ua��ai��°�� '�r��rc��u�u��°�� uuu�V��b�ii ��'.u.u��ii�� u��M�� l0�°�u�� ,��u 1 uu��uur��;uµ�ii�r� �T�il➢a,�� I,T1f°; ,�ua��uu� l'a;rVTI�u�S. I��ua�ri��i �u��;uu�a,�.u° ��°a��q�� V�a u°�u�r��.`�IIII�M�. �".��u�;u�� '��",u��uu��iM��, 17. Number of Personnel by Discipline: Discipline ��u��°��ce��.��V ��:�� a:� ��„^,,.� ��;�w��r.;d^r�ce�u� �wa��. � �' � � ��:H ��uu�� w u �^:?��w�.^, ��'��w�„°�;��;�� ":µ�ce.;u�� II ��°��,,° ��WsmV"� � W��d��urr��p„ ��iv''� n;� N �W �,�"' V��i;� �� ;� ��`'� �"k k �w'u �v N m"k �" Number of Staff N p� u� b�,cem�a� � ��II " q �:� �� "'� . .. � :� :��:'� �? :'!� �� N �;;u � ii,'�r',,� ..p,..p ,� ,,, �, �..0 i'.i # Licensed or Certified q �s�, i" i:�. � ��„� �M�,ll�9��N�',u+" �:�� u� d ��,��N"�;��d �� "��"�� d".��'fi�� i �ii ��" r��wa` �° �a�.a�ry�� .� ,,� �� m�,, � ,� � � ��:��°�u�.u�� 18. Services Provided by Contractor: a. Please provide a detailed listing of all services that your company provides. �t�xn�7�a��u��fr� �n��'uu��u;��i�a�,^� II~�u.��.��vi�afi�;� I,°u°�:��fl�ua,tl�r� �h'�:�u� ��°� iuru°u,U��u�:�� uo�afl��u�:u�v, �ar��u��,,.� uu��n.��u�u°v ��'��ruu�,w� u�i��iGa��u��,?��:�°y, ��4�1i'�n��,. n��u�u� , �,, �a�a��p ��, �Il��a�° ��°��u��^;uu�� M��;�uriiu�� bu�� :�.�r�;u�.�u�� " y y II:�u�n��u��u��7i ' �'� � � � �. � � �u�i�ma�u.��q.� , �I��,�'Vi��.uauur4 'I"��auu�°�� «�: u��, 4��a�; �.,l��uQud. �:��" ��Vinr�a��u�� uro�u.��z u��. ��?°�u��r�� rr��u��u��•I,� p�r�u�°a:��u��„� �t�umu�a ��u•��, har�• �,n°��u��o��ux�,�lia��u�� ➢'a�Q��°;��, V �u;��.u°u�ru��u��u�� :�a�VM��x��, �9��!/"�'�� 4.��,��..lf'u��u��-u��:�ri�;uM��ru'� �awQM ;� ��!uV,;��°��u��u�� "'�w�u�i�ua�;tl:��u�°,� �r��i�� "�,'o�r�ll��iub��ua��,� "��Cu°u�a°�i�u°�:; QuQ��:� �;��uu° ��'��u.�a:� 4� ��' v ' Q,..,awupfl°u°a°�u�� ub� "��u'�r�a V;��u�:�r��i��huuu°a��;;b ��:"a�V�,�;, ��u�i�� IVfl�,�i��m�, Ila° l��'�I��,�'u QQ�,�,n��a'�°o��r� �.�u �,a "��da�,�� u�u°u.ua;�;��,u��,��'U. b. Please detail your prior experience working on similar projects with Texas governmental entities. V�:uVi��u��t��.11�� a;�ii•Va��°�� i�� Il��u��i^ �:�t� R��o u�� u��u.��tM�ro��r�ir a:�� l�M„�� :uu�ha��mr�� o;, �1,�� Ilu �u �� d'��°� V�u°i��u� �� M��;� �ul�u�u��:�u�.M��y �"wda�,�� l�u•��fi�i��,�u�ha�Q�:�� ..;f�u6u�u�^u, ➢.a��,,o� G��"r�lia�ir�w��a� ��u��,�u. �u��ll��.�u��, �:�� ;a�u�� f4��, ��°u9v �"uull�fln�; �� o�na.,�� '��r��i�� F��u°��u��na�, ➢�'yauuu ��a� a�ruu��,�n��: a��"�;IhM��r� ,�t��a� �:sh � a �«��,, ��a�, �:,��ulla� ��ua�n��4�a�uu � M��°�u�uu�,��a��, �?��19��^;�� uu4��:��u°�ud� 4.��"�"��.,�, ,, , ,� v V:��w��u u�� ,��ul�lf�'°��, ➢rrr��ii.'umu� �u°o-�,��apub ��i,!��u•ua°� Q„V'I[�°q, °a��M�:�� '�,��,��°u� o�.��a�r� '�,�,��°� ��'u�.��u�ro �u,dru��oa°u �n�� 'If,.J�du�u� �"��a��o� �.a��7�lu��ii��:u°��:�a��o� ��!,�V'r�.�'�� Ru,�� s� �'M��. c. Please detail your similar services provided over the past two (2) years. V�'�°a°rou�� u��°�uu��up�s�ul'nu�ra�� V1r�M:� r��u�° a��. ll��„��, ii�ur��a�� n�a4;n..�llruu�:ua�� Il��sn�a��ra.�� a:�d ��s�� a��; ��_"a II�°��r� ��ii��w �:ua�u:u��u�� a�� na��:l ��umuaa��u��'a��,� «�u�w, ��:u��u��s�u�, � V�4�n�a��m ;rua G��m��u�� ,wU��r�� II�u��bpa,a;4:,�� 91h�s��u' 1r"��Vn�ipa��ti��u; Y� �;� �✓��t•�a�� a:��u�� a�ir �u��%��°�4a:.�,�u. �;��uu��a:� �_�11�w�u�u�:��„ '.q ��u��r��u��rnli ��i��up 4:"�a�u��up��u°�u��, ��u�� a'u�usp�u��°�u�w�t��°.�„ 'ir�h q��a:^ 4'�"�u� �,�c�bu;u➢�� Ilu➢��.� u��uu�u� r4�mf'� uM uu� ��;�a. d. Detail documented proof of at least three (3) projects in the past two (2) years. ➢.,u� t��a�' u��;�Va�� a�� M�uuna° a��;��i«�Il,q��°�� d C��u,�;M��:° Il�uua�Ji��`;�� r�v��u�� ✓� u��.;��Vy ��rou��u°up�➢M,t��r�:�. l�'��ii�:� �lis� ii; u��w�a��, �:u�� ;��an �n�nu�7��u�all ��.�u��4��uu4 ��,�, Il�u�i �°�u��ir a��PoU-��I��b�a �� N a:��1�� Man��;�u y�rn°arqa;�� ✓�ron�lla, n��°a°M�r��4�� a�uru�ul��l��;�a:�a� �mu�,� �«u�u��u��::b��u� 1�d��:�� r�r� � �•II� . . •�. i��,�� , I s,�,��zs, I i f��G�,F��r�i ��Fr��G°� ��.I�� II „�' �'�i �,�u.sf:.�� „2 �s �ti��1G;r� rrf° N"::�a�nl��ir� ��: ii°s.,��: �'S�l,`�I�a �� PAGE 46 OF RFP # 5404 EXHIBIT 6 CITY OF DENTON RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES an�b�.��utr�u � a ��:a��a �,�a�.a��,��.�u�, �.m�rr:r�l:u� � �ui°i��:� Q "V�N.�� ll�t�rppa��fi:r9: ,�Ch�� Pr�u�a,�� ar�'. �::�rrr�ll~��a�� 6:. �u°a�r�uV �. rcpllr�uV°ell�^ °�u��n.��; �""'uu°a:;u.uu� ��'�"�Ils�" ��";➢��V,��o.V�•��V'�"��:Gu��p�:�;u� �:�Q��S1'��ii➢��a�'"V�'�a�uulh.rll��;��°u��u��:ti��" ^^�'4.'MN�P"P�Itl':"Y'��'�: UZl$.w P'�1II:�.1fVll4 0.�p�,U!�k tl%��IiNVpil��.µ';"�'� 4� 4"PN`��i%$�II��"'�."w �"'�"'d'�:��"U 1,III�q�U�llR.n+'� aR�"il"d�Ul�"V�'��'�. �.�`�4 4"0."UN;&'ll"��'m!,i�� e''��1i.��Vi�.d`��..d�," tl�:1,IVwl�il.lU'p7!9;";4°.H �'Pa�.'M"4fY"'� tli!��. a�:��u�� aqu�i ��,�^,a:� �u ��,�°u ��h��uuu� �!?,u�,��,ui�,��uuro;�„� 1�"u��i��d�.uu��, �IE��,,,,p�i � d; ��.Uuu�nuru��P,u ��d.ii�ro��, ��at�� Il�u.��:�:p� ��w��;��u��,^°��.��utr, tra�.� r'�;'ui",�uV'�,II➢;II�M �°dPk�'V;�,V.�4ll�Vll�"�'�:�"V�:"uVU;� n'��"V4'�:� �pN�V;u q'��`d':�1��U rll;��Nill�k"'ip+". e. Please detail these services, including, the nature ofthe 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. ..,'��d��'��u��.��'��M �umr��q��. Il�ru��,.H�:�� u��Ma'��11 u��u�a".��u��p� �a�;uwn;u��i�� iiu�� ,� �'�:�� ° �p�~r�u��p� � �^!� 'V�� a� �,�M�:��'nuroti� IC"�°mu ��µ� p�u��°�:�p� N°�� wq�� ,�, ��uu�� u��AMuw ��`u°auu�u �u��.^;r�,� � � �,�M�� i� �'�Y�� II��u�11��ru�qV�.� �� u�„p�V�µ��,�� Il��uu�p��n��°u�� urruqM��°�:��u�uVl�µ�.u�°u ,�u�� .�� i� V�� I�umui'.. �:��„�r��q�, �'P,��;o„°, —� "�u°�� a II � M��i!�� II ir��M��uuuu�.wu��°u � II�U �i��'"� ll�uaup�i��:d�. ��;�'��;"� u��u��.,��;u ��d II"�a��w:u��q� � �u�u.��:;u.�u� � ��,w'q��w —.��'��h�� Il��ru� �M��,,M �ll ��u��:'U� U u��tl�u�,��:��u��.'� ��u:u-�a��µ tiuu��.,M��w .,uli;�ll�uurAlC�!, „'u�;:�II� ��"u,i^"'�.p�',.'uu;� ;"�,"N�'� `.a�z��ai�l� 6�,,,r� l In.�;��.��a��,�A�:z�p:��,�P,ue�r�o�,ll��;��er7«^��u� ,b.�'�G� 1��V�o,�.�b �xf �,��;�.u�°�lr �,z�ti°��titT 6,��:��,nia�a, "�„�Ar�i�;ha, �:"�� i. �..�b�1,"iG��'`V` � �,�.�rua,l�ryG lI�1R�� ,r� °��°zr:� ll,�zx1,F��:Grl'� �.� `�t�.�r�u�� tib� �„��; � ��a� Gl ��i f�� T�� 1;��,u,�� r6� 1,,;`� ., /��'��;11" 11.,��..,.I�" �t 1� 1;�''; li�� rrr�P ... �B�;�Q�� 1"�lilfi��^�,� �a� ll'��ri�Pi�l� �.i�i�°��i�rP, a�i.`��:�� .�i�°uu,liari 1��,��,�� si�.�� 1�,iiilk4��:��rSr r� `,�,�i.u,ar��rr,,i�, I"'f�ll/1 ��in :?fl�l�� :�� 1"�r�1 ;�f��[,� 19. 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? [f so provide detai Is of the issues and resolution if available. Include lawsuits where Owner was IIIVO�VP.C�. �4i �';'k�IfIfV�PUp�;'I'"„A�*h!N NIIB�&If"U� Il�a�°� u'p�'ti�` �ro� V �"W �;� u�Pn�V"�"�' �;�':1� "V�u"9J Uu�;�1��N�,�i�:y�p '�v"� II��"Il.ull"'ll. �;��1d �i� mYl`. ;� '� d „Nll'ti., 20. Please provide at least (3) three references (preferably rreunicipalilies) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed '°��,��, �a��:�,p°��u��°u�� p��". 21. 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. �M��b 22. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). ��I°�d�r 23. 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? � ,� � � � °��.��:��°�sllh �°��rG��`��.m.�l��f G��.��',�_��`,`�'/�M.l'm��1��.��"u��`��°��.,b"��.,_t�+�d k��.;��_ u�dp�, '�vr�^� ��.�.��'��/��_bllr�a�ra��J��w�rr��wu°� b�� a��.�'�^��IIu�� -�� PAGE 47 OF RFP # 5404 EXHIBIT 6 CITY OF DENTON RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES � �r ��u��wa:�ii°� , 1�a�,��11'�V� «�� "*H��v puu,.�"w�ti��r��u u�r:� V�a.�Vu��' �� V�u�i�u°��M��u��`a^ ��a ��ii�° V�:ro a�ua,V�i ^�u�Pa ��' ua��'��a��:� � "uuu°u•��i'��u'�II��,` II�'�a^i�� I4i��'ud:, u�a^u�u�� :�� ou�a ��w�� a�� a�a'°��;�� al.� �u�,��u� a� ,� a��.�.�M;:�p-ra.��"u�:�rrb u ��,u a��,��r�'�u��;�� uu� �u��"�� ,�'6Q:�. ��u��, ��utV� ��°u�� p��r�rlu�u��s� ��'��, �.4114."�'�.4'�'�'�4llV�,."Xi '�.�""��"'" �,�Q1/q'l�'V�'DV"� ��fl4.S".u�:M�u �.��1r" !�"ulf'�Il.n;'�,N"VV�N�, hi;,�"P'�" �"�u MW'� �"�°�ii��,� �.114 V.,m re��i! �A"i�.'V"'V'�IIV'V`��.„ �'U'�:;4 '�':@"P 4�uS'a�:N",': q�:"B"�mn�00.'�"'�4':��. '�a9��"�1��"j+" �".�"a,�,V4bOQ11.�, 1�4,�',i� �ra.^VV ��u� �u�a�u:��'V a°��u��q:�ll�u��uua �� ii:ua�u�.0 �� a,�b a��'�" �ut� Il��n��:��u��. 24. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: �"VM�i��^�r ,��MMi�� '��Ilu��ua:�uutr ^� �,��u�u�°�ad�;�m ��" "�d��;�ii,�,� ��d��a��'V��V u�:u �:V��u u II��V�;��:��. �u"��Ilu��a�u�u a��,��u�uw�� u�.VM�' �V�� °�:�u ^�il� � II ��°,wqu�ua^,u� �i��u��'�� M��u ��I"��u�� afiuA��;M'V�� u�r� V!��Mu�i�u��a�,�.ii�, ��u~�� a:��roa� �,a��u��a'�°rr��M ��uqu�� ii�u��u ��V�I��ru1�� .�.��w�� a. Proposingfirmsprincipleplaceofbusiness: "��f'�ulluuu�:uu��1�°�uum��V�.N1��umwnu�V�:�,V�u��uu��MU�;�u�� ,;�'V°��u�V�° fl°��nV��u uu��ua��°�u�� naa nq��u��M�� uM ��11'V ��u�°��a��:� uu� �q°�� "�� ,��"�'aw �n��:��, '� h�� 'u�'��i°;�, Il��uw��:M �� ;��u�q��M��u°uuu�„� Vp�B'll'V��:0.�i�tl �II,fl�V�°�V'V�9° "ell��%Q�� #":DV"AdA"V° °i'��ti:��VVU��"ii�"V"1�!14�Uh 4, V��•�u,u4.�lllll� 0";� u9�� u"n��'��`u�l ��!� u��Vq:'P'V'�1. �"«.ull��°ua.wn�� I��a;��✓u��t°1!� .. 1��MN�,��Va�� "IC:°�"�. ��,'"; «�� u�d�w� Il�u i��M^. I"v��'u'��!� u�^ q�:�, "IC "� �i �r�;p�u::�� ,.� �,.�:4-�:�:;�'u:'!',�'� W��J �Uu�.m.u��au� �^��f��orr��u°�� w�u��:��u��uun �':��1�� :'�� '��Uu�uua:�uu�� p�ui�u°��,� II 6m��°�u��ulluu�m�u, �":�'��, � ��i� �r��„��q, r� j i:�...'�� d' � i� r,'!! �;'� � ��°u.�a�u�d ��b��u��u�V�: p�a��llll�!�l'VQ� �� °��: Q II .��'+�,�u'h� � 4 w"��M��u °"i�`.;W d�o-��;�1"b`VIIUM,. �.,'�k'�� 7%��«�� .�.��..�;�'.�`°;..�� q ::�7 b. Company's majority owner principle place of business: �'�V��ub�u�pu ��fa��v��°1'�<�� l�uv��u��li��u��+u.� � ��u�� .V., p V�u^u ��aa°�r°,� a°�ubu p r�.�a ��,u��M� u°�M��n��p�;��au�•u��: ��M u�,u�,r;,l��u, V �aM��.�a:�r uu�uu�M�r� ii� nuu �"�o�nu�ua�„. � °��u��ua�u�u �^�„I��wuub��n°��. IC�i�v o °��u�'��u°u��II � �a�.��a��p�i�u �� u.�,�,u � ��:��i��ruua��a^;u. �U"��nII� �u��a��:l�.� '�uu14�,, � �'n� "�'M�,.,t ��ini°r��uu�q.��°a�irn��n, �II ��^�':��:��,� c. Ultimate Parent Company's principle place of business: ��i�,n��uV�� S�V��?, u� ��.�r��ru�'.� �::"a��p��u°�:��:� � a��°��u��utM�:°��i�-�. � ��w�, �:�mr��,��.�� "'� �i��,� r,ui� �r��.��;��, �7�v�u�°si�,ll�� u�'a.�r�u� n��°��u,�u�u�u� `�p�rll�r�o�a�u�M�tl�,, nu��a ru��;, a.;r�:��;. �/��w��u°�t��a�u��V!��i �u��r�w��a�ull�a��u°P�t� u��;��rl�uu��o�1s°��m� Q �x,all��u�4: ➢"I��aa �n��ll��,� 'I^� �"? a�� ;,:�� PAGE 48 OF RFP # 5404 EXHIBIT 6 CITY OF DENTON RFP FOR SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES 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. REFERENCE ONE GOVERNMENT/COMPANYNAME. �'�u��„wu�� .up�;uu��uVf�w.u°�u+�+u��o�tl:�u�roiuuil;�� LOCATION: 11��uuV�updV��„i�^� V�u�op� �';��^,m r�11M� 7:��u �II��; �tl�un��: ��'0� �'a� ��w!,� CONTACT PERSON AND TITLE: I��.��V�iiiru I'��ui��wro TELEPHONENUMBER: �°'��'�I�°�...7:�!r,R��-�;'�(;�;,��'';m SCOPE OF WORK: I��:��II� ��a�r��:°II ��u�� ;��i�� u � �� tluu��:��ai�;u�i�� u �i:�u�. n��r��u�uuu�:�� m��u��i��u �� :�� 4��i��^��'�,," � � ��tl ��:'�� ° �� Il�u��,'�� ro��u� �'w:�tlll�a�m�u° °�'��;�ull� r�m�u�u�� uu° d:R��;uuu Il�u��m�vw�� V��,,�� &:�roou� �.Il�ii�� iiw» �q��.� r��:��:uirm��wu��n�if: CONTRACT PERIOD: V'°m°ryu�u �"� ��wna��ll°„ � �w�u�u n�°�; Vu�mu�w p�ro�n�u��:� REFERENCE TWO �, ��uuqs�u� ��M'u�� ua AM� �:�� iru �� u�d,a�n�ua;� GOVERNMENT COMPANY NAME. �_"ud„ LOCAT[ON: "��un ��,^��.u��:��u�u�ro �":",�: CONTACT PERSON AND TITLE: '�nnu� � ��uii°u:��a� �� TELEPHONE NUMBER �'R�'� ��°� �� 'N:� SCOPE OF WORK: �u�d.a � II 1�u�u�°P�.� un�ru�u�tia:,�ir°u I"w�u.�'V�d:iip�rla Il�u�°re�.�,lpa a u��w �:�� u° a°��u��u°��a C tV�fl�:m Il�u�� °��rr��uV � M:��i��u CONTRACT PERIOD: ��"��'q ��r p,u� u��°�� 4��Ih��a u�v�:r�u�V��r. ��u�M^ h�'��pt° ��M�r��u°��u Il�n� �°la:�u.��,V�, Ih:��i�.�� tauu� u��w �unuA a°u�r.�u��;�u�� a��.u��:��u�°d �uu°�u�.� u:��°u-i�pa:� REEEREIYCE THREE GOVERNMENT/COMPANYNAME: I�rv�r� f ��; �;Crli�t��„ LOCAT[ON: I[�'�7y��r�, I�'� "�;�r�ht�i II,��C;��l��xJ��,¢ CONTACT PERSON AND T[TLE: ��f.rr� �,��ri«f°��°�r�„i N��✓r�i��rti i�f�r��w�� w � r�,r�r�aiiir�wr�7�� TELEPHONE NUMBER ��'/�� y�l�� "7�� SCOPE OF WORK: 1�� ;�ifiC��9 - f�,�� 4�.�� /�ii��h��r� It��r�:� �9�r�r�:��Gi��; CONTRACT PERIODe� '�,��v��ri��r,r JC11:� �� ;��.rr�.r��t PAGE 51 OF RFP # 5404 EXHIBIT 6 CITY OF DENTON RFP FOR SUPPLY OF GALVANfZED ST��I� TRANSMISSION POLES ATTAC�IMEN�T J ACKNOWLEDGEMENT THE STATE OF T�XAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening, Tlie undersigned aff'u�rns he has fainiliarized himself with tha local conditions under which tkze woxlc zs to be performed; satisfied hino.self of the conditions of delivary, handling and storage of equipment and all other matters thst may be incidantal to the work, before submitting a proposal, The undersigned agrces, if this proposal is accepted, to furnish any and all items/services upon which prices are off'erec� at the price(s) and upon the terms and conditions contained in. the Specifioations, The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned ai�ix�as that they are duly authorizad Yo execute this contract, tliat this RFF hss not been prepared in collueion with any other Bidder, nor any emplo�ee of tIxe City oEDenton, and that fihe contents of this RFP have not been communicated to sny o[her proposer or to any employee of the City oiDenton pnor to the official opening o#' this bid. Respondent hereby assigns to the City any and all claims for overcharges associaCed witii this contract which arise under tha antitnist laws of the United States, 15 USCA Section I et sea., and which arise under the antiCrusC laws of the State of Texae, Tex. Bus. & Com. Code, Section 15.01, et sea, The undersigned a�nms thAt they have read and do undei'stand the specifications and any attachments contained in, this RFP pacl<age, , The �uidersigned agrees that tkxe RFP posted on the wabsita are the official specifications and shall nof alter the electronic copy of the speci�cations And/ar pricing sheet (Exhibit 1), without clearly identifying changes. The undersignad understands they will be responeible for monitoxing the City of Denton Purchasing Website at; htt�://www,citvofdenton.cain/index.aspx`?pa�e=397 to ensure they havo downloadecl anc� signed all addendum(s) required for submission with their proposal, Sk�ou�d a conflict arise between the PO, supplier terms, or contract; the terms arid conditions set �ort.h in this RFP shall prevail. I certify that I have xnade no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware fhat the information given by me in this proposal will be i�vestigated, wiYh my full pertnission, and that sny misrepresentatione or omissions xnay cause txxy proposal to be rej ected. IvAME ANA ADDRESS OF COMPANY: AUTHORIZEII REPR�SENTATN�: �.m� � .��wJ � �.� - Signature .,.. w �m.. �. � �.._,_..�__ _ � �/��.�!� � � Date _..___e._.. o , ..,_ .e �' _. Naztle �"r.�ri s G'a l��'�–�- Te1. No, Em�il. PAGE 55 OF RFP # 5404 Title �'`�'...�._�„«�+.� �.s� � ��°�� r��.�—_ Fax No. EXHIBIT 6 RFP # 5404 ADDENDUM #1 Addendum #1 to be returned with Proposal The following questions and clarifications have been provided: 1. I am looking through the designs for the RFQ and I do not see a drawing for Design TPS-138DCX. Is this the same design as the TPS-138DC only with an anchor caged foundation instead of embedment? TPS-138DCX is on an anchor bolt foundation. The embedment note should have been deleted. The pole is configured for 2 static wires. Note the additional static line load on the pole, 2. Would you verify for us section 9. subsection C under deflection on page 10 of 13 (Technical Specifcations Exhibit 2)? The two percent of pole height for the deflection for all structures and all load cases seems excessive. , � a, Ui}le,ss otlt�i°wisc noted an the dusi�n detail, thc st��l pUles dusigne,d for° �cucntl•ic; lo�diil� or Ii1ie anglc.s sE1�t1] bc cartnbcred to c:aur�tel°act t12�; eccen�i-zc lo�d� or l�ne tensic�ns at Fi0 d��r�e� F'ahr�izheit. Shc�p camb�r is i°cc�uir�d if thc pal� t�p dcflectio� is 10 inchus �t• ina�°e. b. Cainber direction or Ftak� distance and direc�ion shall be ��rovrd�d for ct�ch �tr�ucture and shall b� cEearly labeled s�n �acf1 str-ucturt•e dravvtng. c. Th� s� °tc strtzctures sitall not exceed a two pei°ucnt (2°/>} af.°pole h�ight duflection lirnit for cuiy lo�d cas�, 3. TPS-138DCX dwg is not available in the specs. See the attached suppleinental drawings for Exhibit 4, 4. Drawing DC 19-UG on str list should be DC 1 P-UG as per the available drawings. Con•ect, that was a typo in the specifications 5. From load tree diagram, it looks like all the loads at each point (bundled, double circuit) is resolved and provided as one point load. So, given loads are applied as point load on pole directly without arms or insulators. Say for example, dwg TUS- 7GAU will have 6 point loads (1 SW, 3 COND & 2 DIST) only. With this no conductor & distribution arms will have designs. EXHIBIT 6 RFP # 5404 Divide the resolved loads by the wire quantity to get the individual point loads on the arms. 6. Also it is a little unclear as to who will be supplying the distribution crossarms. Is detail TC-9S just a reference for use in designing the distribution arm or is it to show the arms you have that will be used? �. �. NO OTHER CHANGES AT THIS TIME. This form should be sigrced and returned with your proposal. � - Naine: �. ��- � ��.�� .�5 ��..��,m��, 4 �, Signature , ,.... c��, µ ��' � "^�,�� .� � ,.. �.�� .�. Company: �� «=a., � �"�� r°� �°°, �� y��,w,��„�� ,.� � Title: ��i� � • �. �°°w��^-`��,r�m � � i� ��- ;;,��.. _��_��..� Date: � � l EXHIBIT 6 RFP # 5404 ADDENDUM #2 Addendum #2 to be returned with Proposal The following questions and clarifications have been provided: 1) Please see additional drawing in Exhibit 4 TUS-7GXU attached. 2) Base plate steel type. City specification states: Base Plates: Materials used to construct galvanized steel base plates shall confor�n to ASTMA-572, latest revision entitled High Strength, Low Alloy, Columbium-Vanadium Steels of Structural Quality, Grade 60, A-588 or A-633, modified to provide minimum yield strength of 601�si. The availability of grade 60ksi base plate steel is quite limited which leads to very long lead time. We propose to use ASTM A572 Grade 50 for base plate up to 4" thick and use ASTM A350 Grade LF6 Class 2 forging steel for base plate more than 4" thick on galvanized poles. Is that acceptable? The substitution of ASTM A572 and ASTM A350 is acceptable. NO OTHER CHANGES AT THIS TIME. This form should be signed ancl returned with your proposal. Name: ��-� ��, � �''`� kS�;�xe�rtrra^c=.: Coinpany �°° . �.�� a, � � � �"��,�.a�� ' �.... r� � �"wr d �� b � �� , � � Title: � � , �� m �,� �-��' �.�, a,.. +� �� '..� ��".. ,,,��„ Date: � � � "� d � � _ ........ .�.__ �............�..�...�_ Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 � ��'..� .,��;,. � �� ` � � �� j � �, __. f Office of the Secretary of State Certificate of Fact Nandita Berry Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Application For Certificate Of Authority for Valmont Newmark, Inc. (file number 12044006), a DELAWARE, USA, Foreign For-Profit Corporation, was filed in this office on April 10, 1998. It is further certified that the entity status in Texas is in existence, ��"""' � , �. �� , ,� °, � i �.� �� ' �c�.� � �°� �� `� �� .��► ` ��'�� In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 06, 2014. � � Nandita Berry Secretary of State Come visit us on the internet athttp://www.sos.state.tz.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS-WEB TID: 10264 Document: 532662780003 EXHIBIT 6 RC��DATE(MM/DD/YYYY) �,,,. CERTIFICATE OF LIABILITY INSURANCE 01/09/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATq4�J CV�1LY �4�p �K7N�� NO RIGHTS UPON THE CERTIFICATE �t4J�.,4��E�. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 3ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlflcate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain policles may requlre an endorsement. A statement on this certificate does not confer rights to the certlflcate holder In Ileu of such endorsement(s). PRODUCER ........ . ... �'��7iJ`tlAiCT ........ ... . AOII RISk SEfVlCP.S Central� IfIC.. �PHONE mmmmmmmmmmmITm ��mm�� F/Y,� �� Omaha NE Offi ce (ac No Extl: <402) 697-1400 �� .<402) 697-0017 11213 �avenport e-nn�w� Suite 201 ADDRESS: Omaha NE 68154 Usa, INSURER(S) AFFORDING COVERAGE NAIC # INSURED valmont tndustries, inc. Attn: Kathy Heaney one valmont P1dZd Omaha NE 68154-5215 USA CERTIFICATE NUMBER: INSURERA: ACE A010f1Cd11 insurance Company 22667 iNSUReRe: Continental Casualty Company 20443 INSURER C: mmm �. INSURER D: �� _ ......_...� INSURER E: _.. ................_..�,�....... .�. INSURER F: N NUMBER: 'fH�� I;� TC� ��F�Tp�Y THAT THE POLICIES OF INSURANCE LISTED BELOW �#�kf� E��9 A��CJ�[a TQ TN�E: itV'�'9��t� N��n�: U n�s�vt rvrc i Mt ruut;r rtrciw INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Llmits shown are as rrma�uc��te � TYPE OF INSURANCE �,��. ��,r�,.. POLICY NUMBER � ' LIMITS a�m�nnPwvv�vti r��aux r "�" GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY I CLAIMS-MADE � OCCUR GEN'L AGGREOATE LIMIT FIF'Fap„1k7� PER: ........,.�....... POLICY x PRO- LOC AUTOMOBILE LIABILITY X ANY AUTO �� ALLOWNED ��SCHEDULED AUTOS IAUTOS HIREDAUTOS �� NON-OWNED AUTOS B' X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS-MADE DED X RETENTION E10,000 ...� ......... . _....... . . A '4Mf3�1��'�f�S CC��PIP�I�N9+4�'qCkN AN17 EMPLOYERS' LIABILITY y�� ANY PROPRIETOR / PARTNER I EXECUTIVE �"'" i:YFiFP4:'C,f4VI�h1k=dA.��G# EXCLUDED7 I� N/ A Sfil&�n�l�u�luavy� irr MFf� l Itl' a�� descrlbe �aP��r�nr r��rS�w�1`�rva �ar �a�*�r�r,r�r�r�w,` n�no-c,�r n Archit&Enq Prof General Liability L 50948tSL umbrella WC Architects & Engineers Pr EACH OCCURRENCE MED EXP (Any one person) PERSONAL 8 ADV INJURY GENERALAGGREGATE PRODUCTS-COMPIOPAGG BODILY INJURY ( Per person) _._ BODILY INJURY (Per accldent) PROPERTYDAMAGE EACH OCCURRENCE AGGREGATE E,L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT�� d w c d 'O d 'O 0 x $2,000,000 51,000,000 $10,000 51,000,000 � $4,000,000 m $4,000,000 � 0 0 � $2,00O,OOQ 25,000, $1�� $1,000, $1,000, $5,000, O Z r V � d :.1 DESCRIPTION OF QPE'�V,°GNiiP1'� / l.tF�',xW.'Ppq�#'� C V�k�qC9.k6 �AA4a�kr 14��QRLY 141, �¢Gi66�nw� Iiq��aN'k�tw Schedule, If more space Is requlred) " ,�dd� ti onal irr�ure�tl - a�a� C�rocs°�"I �. i�� °tl i ty �n�9 �,utar��rtl�'v 1��.i abi 1 i ty pol i ci es i ncl ude a bl anket automati c addi ti onal i nsured ` �nd�arsement o�r perlicy t�rs�� tha4: �au^c�v�tN� zu�6aJ�t�an�'8 7ns�xr�t9 status to certificate holder including the "products-completed � +apa�e^;�tions'" harztrr� w�B�� r��r�r°�� ay as��°�t1��ra c�an�r��:t. � wailver of sup�rt�c��ipwn - 6�"17 �scr°tl��i�es �i�C��N aha�ve i�aclu�� ;� blanket automatic waiver subrogation endorsement or policy terms til��t provide a�tai�cer� n� ��°csc��t:ie�r� ran�py v�k��e rcqu�ra� F�y written contract. �oss Payee -,�tl�,aaa�r�alai'Ne �.iaiail'aty pa�a7'9c+� 9p��:"l�des �, N�tl��aRcc,t loss payee endorsement or policy terms that provide loss payee :.�.;: status to ceo°t�fic<at� 6��ald�r sNrkrrr��. r�ry�r�r�c1 �ay qrari�te� �:san�lract. � CERTIFICATE HOLDER CANCELLATION valmont Industries inc. Attn: Kathy Heaney One Valmont Plaza 13815 FNB Parkway omaha NE 68154-5215 Usa ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIE3 BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �� i � � / 1,� �_, � 01988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are reglstered marks of ACORD EXHIBIT 6 Valmont Industries, Inc. Insurance Coverage Valmont Industries, Inc. and its subsidiaries shall obtain and keep in force at all times during the term of the agreement the following insurance coverages placed with insurance companies having an A.M. Best rating of A- or better: Commercial General Liability Insurance including personal injury liability, contractual liability, bodily injury, property damage liability, and products and completed operations liability with limits of $2,000,000 per occurrence and $4,000,000 aggregate. Automobile Liability Insurance, including owned, hired, and non-owned coverage with a combined single limit of $2,000,000 per occurrence. Workers' Compensation Insurance with statutory limits, as required by the state having jurisdiction over Contractor's employees, and Employer's Liability Insurance with limits of at least: Bodily Injury by accident -$1,000,000 each accident Bodily Injury by disease -$1,000,000 policy limit Bodily Injury by disease -$1,000,000 each employee Umbrella Liability Insurance that follows form with a limit of not less than $25,000,000. Professional Liability Insurance with a limit of $5,000,000 if the agreement involves any professional services including, but not limited to, construction management, architectural, engineering or testing services. Occurrence vs. Claims-Made. All policies shall be written on an occurrence basis with exception of professional liability, which is written on a claims-made basis. Under the professional liability policy, Valmont Industries, Inc. and its subsidiaries warrant that any retroactive date applicable to coverage under the policy precedes the effective date of the agreement and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years following the expiration or termination of the agreement. Primary and Non-Contributory. The insurance coverages above shall apply as primary and non-contributory. Page 1 of 2 EXHIBIT 6 Additional Insured. Customer shall be included as an additional insured on all policies other than the Workers' Compensation and Professional Liability policies. Waiver of Subrogation. The insurance policies above shall contain a waiver of all rights of subrogation by the insurance carriers. Certificates of Insurance. Valmont Industries, Inc. and its subsidiaries shall furnish the Customer with certificate(s) of insurance on the effective date of the agreement, upon renewal of any of the above policies, and upon the Customer's request. The certificate(s) shall evidence that all such insurance specified herein is in force on or before the effective date and thereafter. Page 2 of 2 EXHIBIT 6 �; ,�� '� � , �, � �� City of Denton RFP 5404 SUPPLY OF GALVANIZED STEEL TRANSMISSION POLES FOR THE CITY OF DENTON Appendix VIII RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual orbusiness and related experience(s) wiih the requested products orservices. Indicate what resources the individual or business will have available fo 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 fhe 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 credeniials; greater weight will be given to project experience within the past five (5) years coniaining the team members proposed: In Attachment C, Attachment F, and below, you will find some references and relevant experience. Having the unmatched financial resources and position to fully support City of Denton's future project needs is a Valmont Newmark strength. Our Global Utility leadership in structure engineering, manufacturing capacity, overall capability, and project management will be leveraged to ensure successful performance on your future projects. Our resources and expertise in large project performance makes us the low risk choice for your future project opportunities. Valmont Newmark is the Utility Division of Valmont Industries. Valmont Newmark has the industry's largest overall plant capacity and manufacturing footprint that includes 11 steel plants and 6 concrete plants in the U.S. and Mexico. In addition to this, we have 3 facilities located in China, and 8 galvanizing facilities in North America. Valmont Newmark has an advanced design program that is based on 40 years of product validation testing and is used in all our global facilities. It is based on the ASCE 48-11 standards for utility structure design. All Valmont Newmark production facilities follow the same quality assurance procedures and are staffed with certified welding inspectors who can ensure we meet our M 1 tolerance specifications. Many of our engineers serve on industry panels and specification committees providing technical expertise related to EXHIBIT 6 the design and fabrication of steel and concrete utility structures. Our industry leading team offers the most experienced and innovative engineering staff with 33 structure engineers to support you with creative structure solutions. The engineers tabbed to be on this project will have the backing of this engineering group to guide them if necessary. The sales manager for this job has been with Valmont Newmark for over 4 years, and in that time he has won and worked on numerous large projects, as well as many projects that are not of the size listed below. A few of the larger projects include a 235 mile 345kV line, a 200 mile 345 kV line, a 75 mile 345kV line, a 135 mile 345kV line, a 55 mile 345kV line, and a 70 mile 240kV line. The project administrator that is planned for this project has been with Valmont Newmark for over 10 years, and in this time (and in the last five years as listed above) has also worked on numerous projects large and small for customers of various sizes. The most recent large job that she was the project administrator for was a 400 mile 345kV line. The engineers that are currently on this job, and this may change to a more senior engineer if awarded, have 7 and 1 year under their belts at Valmont. Recently and currently, they have worked on numerous small jobs and several large jobs. Some of the larger ones are a 75 mile 345kV line, a 135 mile 345kV line, a 55 mile 345kV line, and a 16 mile 138kV line. One of them handles one of Valmont's alliance accounts, which averages around $30,000,000 to $35,000,000 annually. The Project Manager that is planned for this project, has been with Valmont with less than a year, but in his time with the company, he has been responsible for the Project Management on a$51,000,000 project that utilized 5 different plants in two countries delivering to a site in a 3`d country, and completed in 5 months. Valmont is licensed to perform work in the State of Texas, and you can see our certificate in Appendix V attached to this bid. Recent projects thal Valmont-Newmark has completed are listed below. (lhe titles of people below may have changed since this list was made) 1) Xcel Energy, Southwest Minnesota Wind Transmission Project along with the Brigo project that was added. The total dollar value was around $45M and consisted of approximately 1000 structures. The structures were Galvanized Single pole construction with arms and on anchor bolt foundations. The structures were designed for 345kV single and double circuit and 115kV single and double circuit. The project was broken up into 10 segments. On time deliveries were key as this line had to be constructed and energized for the hook up to the new wind farm. The deliveries spanned from Apri12007 to November 2008. Some of the key things that lead to the success of the project are as follows; • Valmont engineers worked closely with BM engineers in the pre-planning stage to come up with the most efficient designs and come up with the fewest design families possible. • A dedicated project management team was put in place. EXHIBIT 6 � Weekly conference calls with BM and Valmont project teams from� start up to fnish. +� Site visits � Flexibility on both sides to improve processes etc as project progressed. � 24/7 contact list. � Utilized Valmont's vast capacity, 3 plants at one time, to insure on time deliveries. +� Utilized drop trailers at the site to allow to allow greater effciency for the contractor for scheduling his unload and transport of structures to the site. • The following are contacts for the project; o Xcel ■ Mark Anderson, Manager Transmission Projects 612-330-6488 o Burns and McDonnell ■ Steve Probasco , Senior Project Manager , 816 822 3951 ■ Andy Jarvis, P.E. , Project Manager and responsible for engineering , 816 822 3951 ■ Courtney Wilson , Project Buyer , 816 822 327 ■ Mark Anderson , Manager, Transmission projects , 612 330 6488 2) PacifiCorp- The Populus-to-Terminal transmission line is the frst 130-mile segment in PacifiCorp's Energy Gateway Transmission Expansion project. Work began at the end-points in Salt Lake City, Utah, and Downey, Idaho, in February 2009, to be in-service by year-end 2010 (structure delivery concluding 11/09). This approximately 135-mile line was a double circuit 345kV project. There were a total of 914 structures and over 6700 arms which were large poles in and of themselves. The project had an accelerated delivery schedule that Valmont-Newmark achieved on time within an eleven month time frame. The arm requirements alone would have plugged any other competitors capacity. Valmont Newmark leveraged 5 of our domestic utility division facilities and mitigated a 6 week project schedule delay caused by the owner. This project was completed and had no impact to our performance on many other Alliance Partners which demonstrates our ability to do several large projects without impacting our customers fluctuating project requiremenrts and schedule. With 9 steel and 6 concrete plants Valmont Newmark was able to take on this large project and still meet the large project demands of our alliance accounts demonstrating the capacity and project experience to manage risk and reduce cost. Valmont Newmark after award of bid used our Pro-Venture process to find a documented cost reduction of over $3M on this project. 3) Allegheny Energy — Trans-Allegheny Interstate Line Company (TrAILCo), a subsidiary of Allegheny Energy Inc., 500-kV transmission line extending from Southwestern Pennsylvania to West Virginia to Northern Virginia. Valmont-Newmark delivered a total of 133, SOOkV H-Frame structures for this project from 4/09 to 10/09. All structures were manufactured and shipped from the Hazleton, PA facility on time. 4) APS-The North Valley SOOkV Project was delivered on time. There were a total of 112 structures on this project. 5) Southern California Edison- Antelope - Pardee SOOkV project for Southern California Edison required 70 cantilever poles. Single circuit on arms in a delta configuration. All tangent to 3 degrees, except two running angle poles for a maximum line angle of 25 degrees. Structure heights reached a maximum of 180'. Project was delivered on time. EXHIBIT 6 6) Florida Power & Light- This project required SOOkV weathering steel H-frames with battered legs. The structure was full scale tested at the EPRI testing facilities in Haslet, Texas. Height tested was 127.3 feet & weighed 29K lbs. Approximately 100 structures were provided for this project. 7) Cross Texas Transmission- This was a double circuit, weathering steel, embedded and anchor based 345kV CREZ Project. It featured arms that were the size of small poles themselves, around 40' in length. This 235 mile project was delivered on time and in 19-20 months. 8) South Texas Electric Cooperative — This was a double circuit capable, single circuit delivered galvanized, embedded and anchor based 345kV CREZ Project. This 200 mile project delivered on time and in around 13 months. EXHIBIT 6 / j / / � i;� ,;i i i "�� , 1 Standard Cancellation Terms and Char�es From authorization to proceed through final engineering calculation submittal if the order or structures are cancelled -10% of the project or structure price will be charged From final engineering calculations through drawing print approval submittal if the order or structures are cancelled - 20% of the project or structure price will be charged From drawing print approval through material order if the order or structures are cancelled - 50% of project or structure price will be charged, less any converted usage of material for other projects From material order through anchor bolt cage manufacturing and start of pole manufacturing if the project or structures are cancelled - 70% of the project, structure or anchor bolt price will be charged, less any converted usage of pole or anchor bolt material From anchor bolt cage manufacturing through pole manufacturing if the project or structures are cancelled - 100% of the project or structure price will be charged, less any converted usage or scrap value V"d�l'�1�1'1t � MEW,�A�RK Engineerin � Comments & Exceptions City of Denton Quote No: 81107 By: Justin Pollert March 6, 2014 Page 1 of 4 The design information included with this proposal is preliminary in nature and may be refined after the award of an order. Valmont's intent is to meet the inquiry specification with the following engineering comments. Please review these, along with the design information enclosed, to assure that we have correctly interpreted the inquiry requirements. Pre�tting of components or match-marking is not included in our proposal. The fabrication tolerances and detailing practices used assure fit as well as interchangeability. Our standard method for identifying sections assures correct section orientation and provides a reference point for measure of slip distance. The distance between the bottom conductor phase and the top distribution phase was assumed to be 12', on structure type TUS-7GXU. It was also assumed that the distribution arms would be provided by others. DESIGN Design is based on the following publications: • ASCE/SEI 48-11, "Design of Steel Transmission Pole Structures" • ANSUNEMA TT 1-1983 "Tapered Tubular Steel Structures" ACI 318-83 (f c=2500 psi) A 0.25 degree ground line rotation is included in the design of all structures.. Point of fixity for embedded structures is assumed to be at the ground line. Our design calculations are based on static loads. Wind induced vibration is believed to be more likely to happen when structures (or components such as arms) are installed without insulators and conductors. It is considered good practice for installers to attach at least some equipment to each arm at the time of installation of the structure. See I002 attached. Cambering is included on structures that exceed the 10 inch deflection limitation for the everyday load case. Camber costs have been included at this time for those structures. MATERIAL The following materials will be used: shaft and attachment plate: (Galvanized) thk <= 1.25" Valmont S-22 (exceeds ASTM A572, Gr 65, Heat test) 1.25" < thk< 4" Valmont 5-56 (exceeds ASTM A572, Gr 50, Heat test) thk<=4" Valmont 5-221 (exceeds ASTM A572, Gr 60, Plate test) anchor bolts: Valmont 5-23 (exceeds ASTM A615 Gr. 75) connection bolts: ASTM A325 nuts/washers: matching the bolts used ANCO type locknuts are provided for connection bolts other than anchorage FABRICATION Bolt holes will be 0.13" larger than the nominal bolt diameter, except for anchor bolt holes in base plates which will be 2.63" in diameter. �/d,l'Y141'1t � NEWiMARK En ��eerin Commen�� & Excentions Quote No: 81107 By: Justin Pollert March 6, 2014 Page 2 of 4 Caged anchor bolts will be provided as shown in the attached sketch. Note that the bottom template is welded to the anchor bolt at a point below the required bond length. Identification markings will be stamped into plates welded to the components. Slip joint tolerance: +6", -(1.872/Taper + K) where: Taper = diameter change per foot of length (in/ft) K = 9.9 - 0.082(D/t) D= top diameter of male section (inches) t= thickness of male section (inches) Tolerances for fabrication shall meet Valmont's M-1 specification attached. Welding and weld inspection will be performed in accordance with Valmont's W-22 specification attached, Weld joint details will have either the prequalified or qualified joint status in accordance with the AWS D1.1 code. Attachment vangs will extend thru the pole shaft eliminating the need for doubler or reinforcing plates. Vang-to-pole shaft welds will be fillet or partial penetration groove welds (with or without a fillet overlay) sized for the strength requirements of the joint. These welds are qualified in accordance with AWS D1.1. The arm-to-bracket weld has been standardized as a partial penetration groove weld with fillet overlay sized to develop the full strength of the arm section. This weld detail is fully inspectable per AWS acceptance criteria and develops the full strength of the arm while maintaining thru-thickness stress levels per ASCE allowables. FINISH SPECIFICATIONS Hot-dip Galvanizing of Members per Valmont Specification F-1 (exceeds ASTM A123), Hot-dip Galvanizing of Hardware per Valmont Specification F-2 (ASTM A153). Chemthane coating meeting Valmont F-398 specification is proposed for below grade protection. SSPC SP8 surface preparation will precede galvanizing. Exposed welds will be mechanically cleaned. A maximum galvanizing thickness will not be guaranteed. INSPECTION Base plate material shall be ultrasonically inspected per ASTM A435 and Valmont WI 10.04 Certi�ed test reports are obtained from our suppliers for: 1. structural steel plates and shapes 2. connecting hardware 3. welding electrodes and flux 4. rebar used for anchor bolts �/dfl'Y1�Qi1t � ��1� n' . Enginee�°i�� Comments & Excebtions Quote No: 81107 By: Justin Pollert March 6, 2014 Page 3 of 4 Formed plates will be visually inspected for cracking. Magnetic particle inspection will supplement the visual inspection in questionable areas. Inspection records in the form of "Traveler Cards" will follow the components through the fabrication process. The third part inspection agency should be approved by Valmont. Systems are in place that will provide the following levels of test report traceability: 1. direct, one-to-one traceability to pole shafts and base plates 2. batch to other structural components The test reports and inspection records are maintained at Valmont. When requested, these can be provided to the customer no sooner than two weeks after the fabrication of the component. We recommend the turn-of-nut tightening method explained in the AISC Steel Construction Manual specification. Torque values for bolts will not be provided. DRAWINGS/CALCULATIONS Preliminary drawings showing standard features and options are included with proposal. Final designs and drawings will be submitted on a schedule determined by the required shipping dates. Valmont standard drawings and details shall be supplied and shall include the following information: 1. - erection drawings, will include the following: total structure weight arm connection detail. no bolt details / layouts referenced major components and loose hardware bill of material. 2. - section assembly drawings will include all integral parts of the section. 3. - subassembly drawings: i.e. arm assemblies with all integral parts. THESE DOCUMENTS, DRAWINGS, AND/OR CALCULATIONS AND ALL INFORMATION RELATED TO THEM ARE THE EXCLUSIVE PROPERTY AND THE PROPRIETARY INFORMATION OF VALMONT INDUSTRIES, INC. AND ARE FURNISHED SOLELY UPON THE CONDITIONS THAT THEY WILL BE RETAINED IN STRICTEST CONFIDENCE AND SHALL NOT BE DUPLICATED, USED, OR DISCLOSED IN WHOLE OR IN PART FOR ANY PURPOSE, IN ANY WAY, WITHOUT THE PRIOR WRITTEN PERMISSION OF VALMONT INDUSTRIES, INC. valmon# � NEWlv1ARK Welding Electrodes - Manufacturing Comments & Exceutions City of Denton Quote No: 81107 By: David Stokes March 14, 2014 Page 1 of 1 Section V— Steel Pole Detailed Specification: Paragraph E.4. Welding-General — Valmont does not perform test of welding electrodes. We rely on the Electrode manufacturer's periodic Certificates of Conformance to Requirements for Welding Electrodes that are posted by the electrode manufacturers on their respective web sites. These are general and not lot specific. Mechanical impact properties, including impact testing are shown in these reports for the filler metal, but at -SOF. Proof By Testing - Section V— Steel Pole Detailed Specification: Paragraph D.l.f — Valmont does not perform "prove by testing", for every design. Delivery �« Section I— Purpose: In paragraph 3, and Section II — Service Conditions: Paragraph A. Site Location; Valmont typically optimizes shipments and does not deliver a single pole on a single truck to a single site location. Replacement Parts — Section III — Technical Terms and Condiiions: Paragraph G. Guarantee, 2nd paragraph; We can respond to issues within 3 days, we CANNOT guarantee that replacement parts will be provided within 5 working days. Stock hardware can be provided during the 5 day period; replacement parts are custom made and some of the lead times can be up to 3 weeks. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0167, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for electric capacitor controllers for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5297-awarded to Stuart C. Irby in the three (3) year not-to-exceed amount of $461,100). RFP INFORMATION This RFP is to supply electric capacitor controllers that Denton Municipal Electric (DME) installs on the electrical distribution system. The RFP includes two types of Automatic Capacitor Controller's-Var Control/Voltage Override/Radio Ready and Voltage Override. Capacitor Controllers are used to control DME's capacitor banks that are an essential part of the distribution system. Capacitor banks are used by DME to regulate power factor and at times, regulate voltage. These items will be issued out of Distribution Center stock as they are needed and charged back to the appropriate project account. Requests for Proposals were sent to 73 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received (Exhibit 2-Pricing Sheet). A Best and Final Offer (BAFO) was conducted which resulted in an early payment discount of 1% proposed by Techline. The proposals were evaluated based upon published criteria including performance, delivery, acceptance of standard terms and conditions, and price. Based upon this evaluation, Stuart C. Irby was ranked the highest and determined to be the best value for the City (Exhibit 1-Ranking Sheet). RECOMMENDATION Approve a contract with Stuart C. Irby for electric capacitor controllers in a three (3) year not-to-exceed amount of $461,100. PRINCIPAL PLACE OF BUSINESS Stuart C. Irby Fort Worth, TX City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0167, Version: 1 ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. Agenda Information Sheet June 3, 2014 Page 2 FISCAL INFORMATION The items in this RFP will be funded out of the Distribution Center Working Capital account and charged back to the using department. EXHIBITS Exhibit 1: Ranking/Best and Final Offer Evaluation Sheet Exhibit 2: Pricing Sheet Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349-7133. City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� � Ei � � H � W V � ��.y i� 0 � � � � � � c� .� r.., C� � W � 0 � � � � � � �I � � � � � � � O � � � � � W � � � � � � C ~ � ^� � O � � C a o ,� � � �� V � w � � �Q Ei C� ,S: � Ni--i s. 0 � � � ..w C� � � H IL� L� � V L L �CC � F= O -o cC � � � � Q � W �� i U .� a � -o � W � U a i-�- � > Q � Q � � � � L� U -o -o � w U � .� i-�- O .O" �i U 'O 0 a � o � O� �' a U � U � Q � N �." 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U � � o � ,� U ° � o � ° ° .� a 4 °�' .� o � o � � � 3 0 a� w �UaUv°�� c 0 +� � a � y �i Gl Q '^ � Z 0 � U 0 0 U � ��.' O � .� = W � � � O J z a a� � � `� a � � � P" v�i � � � � � � � � I�I y C 3 O U 0 E w H +� c w E > a (0 C O .� =a � (0 N t ++ N (�6 U � .� a� � a� a 3 0 � � ORDINANCE NO. 2014- AN ORDiNANCE ACCEPTING COMPETITNE PROPOSALS AND AWARDING A CONTR.ACT FOR ELECTRIC CAPACITOR CONTROLLERS FQR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE (RFP 5297-AWARDED TO STUART C. IRBY IN THE THREE {3) YEAR NOT-TO-EXCEED AMOUNT OF $461,100). WHEREAS, the City has solicited, received and evaluated campetitive sealed praposals for the supply af electric capacitor controllers for the City af Denton in accordance with the procedw'es of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended tha# the herei� described proposa.�s are the anost advantageous to the Caty considering the relative importance of price and the other evaluation factors included in ihe request for proposals; and WHEREAS, the City Council has pravided in the City Budget far the appropriation of fiuids to be used for the purehase of ihe materials, equipment, supplies or services appraved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY O�' DENT�N HEREBY ORDAINS: SECTIQN 1. The items in the following numbered request for proposal for materials, equipment, supplies or sexvices, 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 impartance of price and the other evaluatian factors included in the request for proposals. RFP NUMBER CONTRACTOR AM�UNT 5297 Stuart C. Irby Company $461,100 SECT�ON 2. By the acceptance and appraval of the above nu�nbered items of the submitted proposais, the City accepts the offer of t.�ie persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the ternns, specifications, standards, quantities and for ihe specified sums contained in the Proposal Invitations, Proposals, and xelated documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted propo,sals wish to enter inta a formal written agreement as a result of the acceptance, approval, and awarding of #he proposals, the City Manager or his designated represeniaiive 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 Praposal and related document� herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions iha� may be required or permitted to be performed by the City of Denton under the File 5297 to the City Manager of the Czty of Denton, Texas, or his designee. SECTION 5. By the acceptance a�d approval of the above enuinerated bids, the City Council hereby autl�arizes the expenditure of fiuids therefar in the amount and in accordance with the approved bids. SECTION b. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this �he day af , 2014. CHRIS WATTS, MAY4R ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED A� T� LEGAL FORM: ANITA BURGE�S, CITY ATTORNEY BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STUART C. IRBY CO. FOR SUPPLY OF ELECTRIC UTILITY AUTOMATIC CAPACITOR CONTROLLERS (RFP# 5�97) THIS CONTRACT is made and entered into this day of A.D., 2014, by and between STUART C. IRBY CO., a corporation, whose address is 7125 BELTON STREET, FORT WORTH, TEXAS 76118, 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 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 Exhibit "D" and the following items which are attached hereto, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A") (b) City of Denton Standard Terms and Conditions (Exhibit "B") (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) 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." 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 I: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY : STUART ��;�"` C ��:P:�'�'' : 0�1.;T �;��IGNATURE . ,��. ��r��; � �� _ .� �. �... Name ��',:'� � l`� -� ��"� �'��..m �„ „ Title: ,.. ��'� '��. . �---� � �PHONE N�� UMgE--.�� ....�.....�......v_. �.. �� .m� �� ",��.. � � � . �� :� NUMBE �� .. �......_.� R CITY OF DENTON, TEXAS BY: �.,. �� GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 4 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D 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 price. Individual purchase orders will be issued on an as needed basis. 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 den�c�nt�urchasin�,�,ci�yc�fden�c�n.cc�in, with the above file 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. 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. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier 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. 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 The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the original contract price will be in effect. The supplier must submit or make available the manufacturers pricin� sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $461,100. Pricing shall be per Exhibit D attached. Deliverv Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit D after receipt of the order. EXHIBIT 4 Exhibit B 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 yuantity 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 ]oss 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 Commercia] 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. EXHIBIT 4 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 afier 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 etseq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release afier 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 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. EXHIBIT 4 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 retumed 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: A. If a DBElMBElWBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close-Out MBElWBE 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 afier 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 EXHIBIT 4 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 thereafier, 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 thereo£ Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafis 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 DBElMBElWBE 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. 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. EXHIBIT 4 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. 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. EXHIBIT 4 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 afier 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 attomeys' 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 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 EXHIBIT 4 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. 3 L 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 properly 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); andlor (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. NOTFIING 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 afier 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 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 EXHIBIT 4 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 afier 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. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become properly 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 properly 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 behal£ 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. EXHIBIT 4 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's andlor 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 properly of the City andlor its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City andlor 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 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 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 o� 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. 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 andlor 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 afier 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 EXHIBIT 4 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 employerlemployee 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, warker'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 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 parly 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 EXHIBIT 4 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 l, 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. 5 L 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. 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 Afier 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. EXHIBIT 4 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 (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. l0a - lOd) 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. h1tp://www.access.g�o.gov/davisbacon/tx.html EXHIBIT 4 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 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 Parly'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 afier 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. EXHIBIT 4 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ 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 erson who has a business relationshi as defined b Section 176.001 1-a with a local overnmental Date p p y � � g 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. � 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 7th 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 O�cer This section, (item 3 including subparts A, B, C& D), must be completed for each o�cer 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 o�cer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 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 o�cer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government o�cer serves as an o�cer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No D. Describe each a�liation or business relationship. 4 Signature of person doing business with the governmental Date entity � Ei � � � W Q � W 2 W N i �1 0 � � � 0 U � O � u .Q f� U � ca O � � Q T � V � V � W � O T Q Q � N i O � O � ca 3 � � H n G1 N � a � OC w � � � '—y >, � � 0 0 0 0 � ._ � O o 0 m oc �o �o � Q �n �n +� � W � � L S U 0 0 0 � 0 ++ O a o °o 0 i � (C � � N M r'I M i--I lp N 6L � � � X W � � � O N O O � 67 �i � �N I� a � m o �+ N ryj � � � � � � � � � ,�°oya' o � ? � � U � a� a� � �-I � O y � � U O O � O o � � � x Q � � � � � � •L � � � � 3 � � a � O � � N � s.. � s.�, ,� 0 0,�' U� o Q � ��,� b � o w � o o � � U -a�' � `i' c.� O 0 0��/.�0 0 � W � �""i d � � � U � U � 0 � U U � +-' � U cC � � N cC � O �"+ � $'"' O �Ov�� o � � � `w � � � � � Z Z V � � � V 0 � O W W '� � a� � � � � `~ a z � � � � � a r o 0 � a� a W � �" � � � E ,� N � • �. +; � a EXHIBIT 4 BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: Irby 2. Address (Principal Place of Business): Irby (Local) 7125 Belton Street Fort Worth, TX 76118-6805 Phone: 817-284-0868 Fax: 817-284-7743 Irby (Corporate) 815 South President Street Jackson, MS 39201 Phone: 601-960-7304 Toll Free: 866-687-4729 Fax: 601-960-7221 3. Does your company ha�e an established physical presence in the State of Texas, or the City of Denton? Yes, Irby has 4 branch locations in Texas: Ft. Worth, Austin, San Antonio, and Texarkana. 4. TaY Payer ID#: 16401790205 5. Email Address of Primary contact: Russell James j aines(cr�,irbv.coin Chance Anderson canderson(cr�,irb, .� 6. Website Address: Irby.com 7. Telephone:817-284-0868 8. Fax:817-284-7743 9. Other Locations: EXHIBIT D EXHIBIT 4 �i�� IR6Y — Br�neY�, i�istri:bwtin� �Cerwter a�rw� praaject Ser+�ices L�acatic�rws ; � �J 0 kf) Csr.n,�find�mwtfia) anA Pra��pwi�orcarY 10. Organization Class: Corporation 11. Date Established: 1926 12. Former Business Name: N/A 13. Date of Dissolution: 14. Subsidiary of: Sonepar EXHIBIT D EXHIBIT 4 �� ,11 ' M. d •� . ♦ . ,. '� / �,��„ ��;� % �% �� ,�� o <�,. 15. Historically Underutilized Business: No 16. Principals and Officers: Officers/Vice Presidents Mike Wiqtan Andv Warinq Jahn Haniqfart Gary Badam Kirk Huqhes Jack May Eddie Moak Chad Cravens Jae Lenair Tim Park Mike Leech Mike Richardsan Brad Slacum Dan Carley Dave Armstranq EXHIBIT D Cnnfidemial and Pwapwieeary President Chief Operating Officer Chief Financial Officer Vice-President - Human Resources and Organizational Development Vice-President - Information Technology Vice-President - Utility Business Development Vice-President - Sales, Utility East Vice-President - Sales, Utility North Vice-President - Sales, Utility West - Project Services Vice-President - Commercial and Contractor Sales Vice-President- Industrial Sales Vice-President - Operations, C&I Vice-President - Operations, Utility Vice-President - Utility Supply Chain Vice-President - C&I Supply Chain EXHIBIT 4 17. Key Personnel and Responsibilities: � „��o � � � aaaaaaaaaaaaaaaaaaaaaaai i �°° o iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii i / � � , i///, / %%%/ �� , / %. �� „ /// , /% < i �� / ,, ,,,,,,,,,,,;;;;;;;;;,,,,,,,,;;;;;;; ,,,,,,,,,,,,,,,,,;;;;;;;;;,,,,,,,,,,,,,,,,,,,,,,,;;;;;;;;;,,,,,,,,,,,,,,,,,;;;;;;� � � ;;; , � ,; � � �� ,�,��'��i�� '�� . .- . . � .- . • .- � . � •.- . . ... . � •.- . .- . � .- . .. . - � - .- . •.- . �. . - � - .- . . 18. Number of Personnel by Discipline: Discipline Number of Staff # Licensed or Certified 19. Services Provided by Contractor: 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. N/A- This is for Services Provided 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. � 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. N/A- This is for Services Provided EXHIBIT D EXHIBIT 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. No, N/A- This is for Services Provided 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). No, N/A- This is for Services Provided 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? h�://www.osha.�ov/�ls/oshaweb/owasrch.search_fonn?�� doc tvt�e=STANDARDS&t�_ toc level=l&t� lcevvalue=1926 N/A- This is for Services Provided EXHIBIT D EXHIBIT 4 DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply with Texas Local 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. Disadvanta�ed Business Enterprises (DBE): 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 h�://www.window.state.tx.us/�rocurement/�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 linlc 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: REPRESENTATNE: ADDRESS: CITY, STATE, ZIl': TELEPHONE NO. Indicate all that apply: EXHIBIT D FAX NO . Minority-Owned Business Enterprise Women-Owned Business Enterprise Disadvantaged Business Enterprise EXHIBIT 4 EXHIBIT D Items in this document re�resent the modified, a reg ed u�on terms and conditions between the Citv of Denton and Irbv Utilities. Only revised sections/�aragra�hs are attached in com�leted form and this document becomes �art of any bid as entry into Attachment D�er the standard City of Denton Terms and Conditions document. Section I — General 3. Contract Term (Paragraph 2) 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". Extension of contract terms will require mutual agreement of the parties. 5. Price Adjustments (Paragraph 1) 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. Requests made for pricing adjustments will be supported by manufacturer or supplier cost justification support, including, but not limited to, applicable industry index data provided by associated manufacturer(s) in accordance with the product represented. 11. Cooperative Purchasing/Piggyback Option (Paragraph 1) The contract resulting from this solicitation will be available for use by ali governmentai entities within a 75 mile radius of Contractor's base location associated to the specific solicitation, 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 (Paragraph 3) After award, and unless noted in the original solicitation response, a service fee in the amount of 2% of the doliar amount of ali issued purchase orders generated from use of this contract. 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 purchasing�a��c�ityofdenton.com 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 Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor. EXHIBIT D EXHIBIT 4 16. Shipping, Delivery and Packaging Delivery Delavs 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 associated fulfillment services of this RFP elsewhere and charge any increased costs for the goods, including cost of resoliciting, 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. Restockin� Fee The Customer may request that a Contractor accept return of inerchandise 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. 19. Performance Liquidated Damages (Paragraph 2) The Contractor shall be assessed a one quarter (025%) percent fee each week when any one of the performance standards outlined above are not met in full for "normal condition" orders and based on usages in line with estimated annual quantities supplier by the City. 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. Total penalty not to exceed five (5%) percent. 20. Warranties The contractor shall provide a warranty that is standard in the industry, which is a"pass through" warranty condition for this agreement. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. Section VI - Standard Purchase Terms and Conditions (Opening Paragraph 1) 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 unless noted as Special Conditions, which ha�e been mutually agreed upon.. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions and attachments will take precedence. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. destination 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. In the event shipping charges are applicable, the City shall ha�e the right to EXHIBIT D EXHIBIT 4 designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. Seller shall be responsible in any event for all goods delivered short or damaged to F.O.B point. Seller agrees to trace lost or delayed shipments. Seller will properly mark and segregate all merchandise. Each loose item will be marked and tagged with the Buyer's Purchase Order number and item number. All shipments must include two (2) legible packing lists, with the description of each item, including serial number of other form of positive identification. All packages, shipments, correspondence, documents, and invoices must show the Buyer's designated company name, order number and item number where applicable. 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 a�ailable, within ten (10) business days of written request. Furthermore, the Contractor, to the best of its ability, 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. 19. WARRANTY - PRICE 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. 20. WARRANTY — TITLE The Contractor represents within reasonable expectation 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. 21. WARRANTY — DELIVERABLES The Contractor represents within reasonable expectation 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. C. Unless otherwise specified in the Contract, the warranty period shall be one year from the date of delivery of the deliverables, from the date of acceptance of any replacement deliverables, or as a term stated by the corresponding manufacturer. 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- EXHIBIT D EXHIBIT 4 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. 27. TERMINATION FOR CAUSE In the event of a default by either party, the other party shall ha�e 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 defaulting party, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the other party reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy a�ailable under law or in equity, the non-defaulting party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the non-defaulting as a result of the defaulting party'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 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 Appropriated or otherwise legally a�ailable 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. 38. OWNERSHIP AND USE OF DELIVERABLES: A. Patents. As to any patentable subj ect matter contained in the deliverables, the Contractor, to the best of its ability and in working with the corresponding manufacturer(s), 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, to the best of its ability and in working with corresponding manufacturer(s), that 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, to the best of its ability and with corresponding manufacturer(s), 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 title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor, to the best of its ability and with corresponding manufacturer(s), 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. EXHIBIT D EXHIBIT 4 C. Additional Assignments. Furthermore, the Contractor, to the best of its ability and with corresponding manufacturer(s), 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. 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 two (2) 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. ATTACHMENT I- CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND IRBY UTILITIES 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) Proposal Exceptions (Attachment D) (b) Request for Proposal (RFP #5297) (c) City of Denton Standard Terms and Conditions (Exhibit "A" as accepted) (d) Special Terms and Conditions (Exhibit "B") (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (f) 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 as noted above. EXHIBIT D EXHIBIT 4 ATTACHMENT J - ACKNOWLEDGEMENT (Paragraph 9) Should a conflict arise between the PO, supplier terms, or contract the terms and conditions set forth in this RFP shall prevail, except for Seller's written exceptions given herein. EXHIBIT D City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0168, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of five (5) Chevrolet half ton trucks for the City of Denton; and providing an effective date (File 5559 awarded to Caldwell Country in the amount of $126,871). The Public Utilities Board recommends approval (6-0). FILE INFORMATION This item is for the purchase of one truck each for the Water Distribution, Water Production, Watershed Protection, and Drainage departments. The fifth truck is for the Parks Athletics department. The four (4) Utility department trucks are replacements and the Parks Athletics truck is a fleet addition. Three of the vehicles being replaced have met their replacement criteria based on age and maintenance cost and will be sold at auction. The fourth truck which is currently located in the Drainage department, will be repurposed and transferred to the Denton Municipal Airport to be used in the event of inclement weather. Comparison pricing was obtained from one (1) cooperative contract vendor and two (2) non-contract vendors including the local Chevrolet dealer. A price comparison of the quotes received is included as Exhibit l. Caldwell Country's contract pricing through the Buy Board was the lowest price for all vehicles quoted. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 19, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. The recommendation amount of $102,709 is for four (4) Chevrolet trucks for the Drainage, Water Production, Water Distribution, and Watershed Protection Departments. The other truck to be purchased is non utility related. RECOMMENDATION Award to Caldwell Country in the amount of $126,871. PRINCIPAL PLACE OF BUSINESS Caldwell Country City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0168, Version: 1 Caldwell, TX Agenda Information Sheet June 3, 2014 Page 2 ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the trucks will occur within 90 days of purchase order issuance. FISCAL INFORMATION These vehicles were approved in the Fiscal Year 2013-14 budget and will be funded from the following operating accounts: Water Distribution 635049635.1355.30100 - $27,391 Water Production 635046635.1355.30100 - $24,162 Watershed Protection 645214645.1355.30100 - $23,765 Drainage 655015645.1355.30100- $27,391 Parks Athletics 810158444.1355.30100-$24,162 Requisition #118993 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Vendor Comparison and Quotes Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0168, Version: 1 For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� � O C -p N C w � 0 � — J N � � � � � � � O � � � � ti ti � N � N U � N N � O 0 0 � tilti O O O O O N 0 0 0 0 o m � � �Il n'1 N N O� �I1 t0 Oi m o � �n m � � ni � vi �o m t0 �I1 N � ci ti � � � � � � O O� N N o O� O t0 t0 t0 �fl o� O O� o� I� � ci N N t0 O� � ++ V ��fl ��fl N L i O V C O a �o 'L � � Q. � U � m �o � O = 0 Z V} V} Vl � X O O O Y W o 0 0 U c�i � vi i � n"� � � v�iaN C O H w m = o C -6 J Y Y 0 � N N ci N C � � � � w � N 0 m � a v � N m m � m v c 0 a vi f0 �' " � � � H 0 a � � � � ti ti � � � � � N 9 N � � U m m U U ro 3 3 � v v � � � v U U CC O O O O O O � � � ti ti ti E O O O ti O N ?� � N n v N � 0 � � � 3 O m � N � _ � v ' o c � m` m 0 m � > O 3 N v � O a o > x �n v w � s v �o � v p x � � c v ro v � . � E v c v U ro ,�, O °1 a `o � r�o � z � r�o ._ � 0 U � K 0 � CC � � 0 � � m � � o � � � � v j O- X _6 (p � n � � � N — — Y v x 33 � m° �o � v � � c`�° Q a c`�° rYo EXHIBIT 1 i s - QUOTE# 001 CONTRACT PRICING WORKSHEET .. End Usex.�. .m n.......... e... .. ,... _ . �n..��._...... _.��._.�...._�m.__ —___��_.. .... ..�._..�.m.... : CITY OF DENTON Contractor. CALDWELL COUNTRY �� _.._ _._..�A__ .. u ,,_.ti�._ .......... . ..._.�, ......... �_ .. .......�.�.a,_P..._...... � . ._...�...w. _— �.».............................�..............,...... Contact�Name: CHARLIE ROSENDAHL CALDWELL COUNTRY .._ .� ��.. ... . �..... . .�. .... _____..._.�_�.�._— .a....... �,.......n..�. .......... w .. ..� ....� . ...... .�. �..... . ,,, .,' Email: 'Prepared By: Averyt Knapp CHARLES.ROSENDAHL@CITYOFDENTON.COM i ..... ____ _ _..�_—...--- —..._ ...�.�....... � .� �._____._ — ... � ....._ �....,,_,. _ .�..... �...�»...w Phone #:. 940-349-8422 ��u�l, , ��ra��a@caldwellcounl�ar�.com �.�Fax # �.� .............. r.�.a.... .....�.. ............ ....m.e. _� �. ...�.,� Phone #: �800-299-7283 �.�..��............_.... ...�...... or 979- 567-6116 _Location Cit_,_. DENTON� TX �-------- ...,...�.�� ,e.� .n�_�.e._..__--- ...� �� ...� �......... y• ax #. 979-567-0853 Date ..Prepared. � MAY.,1_�___2014 ....��Address: �..� ................. ._...._ r��....a� _, ......., ��... . � P. O. Box 27, .._�m,,� Caldwell, TX 77836 I Contract��Number�.�� BUY��BOARD� #430-13 � Tax� ID�� # �� 14-1856872�� I Product�Description. 2014 CHEVROLET 1500 SILVERADO 4X4 CREWCAB CK15543 � �..�w_ �.�.� �.m..��. ..� A Base e�x �� & Options ��27 , 391 ,�,�.m,�.�,.. ,.,��... �.,,�,. � „�. �,. _,..�.,.w�.��.�..�� 'a��.~»�. a. �s��c��„� �,��1 2 �:��u� � R��°"� .�, ��,��";±�� u.�.�,..�..� ,��,....�.,, ,t»t»,t,��.�...�,..�...._��,.�.,��w.,,.�.._.�n.. Code Description Cost Code Description Cost ........,�. . ..� ... ................... ....... m . . ... ____ . a, ---_ e. � , _, . .. �. . �� w.�,ma. . . ,,,_ ....._ _...._�. _ . _ ._ .m, � . 4X4, 3 KEYS, WD1424 INCL � ....... . . .. .. _.. � . . . __��... .... _ ... � _ ___ . �. � �.........�,__.. ,. _�, ...� ...... �, _._._--- . ... _ .. ......_ GM WARRANTY INCL CALDWELL COUNTRY 5YR/100�000 MILES i POWERTRAIN @ N/C ...... .. ..a_ ___a . .. ----- .� m v ., . _ ._..__ . .._._._._ . .... ........... . .. � ... _.... �m . _._ .__ . ___ � PO �� 27 �........, _ ....... ...M. ..... �. .� _..�..__,.. �_ ._ -----..,,�. . ....�,.�._.... __ �. ..., ..m.�.... �.._..... CALDWELL,TEXAS 77836 .......,. .�.�...._._.__ ..�.. ....w. ...�_.m_�.�._.. .._—..�..... m ........_ e . �...�e...an.��...��m�,_— � .....�. ....._... . .�._ --- --- ----..... -- _....... .. .,.... �� m,.. „�... , ...... ..�..__m._. — _. ��.... ._ , INCL Subtotal B a�, a �.. �w.e.e.._a._�,_.�__ ... n..... .�,� �..��...�W��.�.e,e�.w�.�a_��..� w,�,.. �.�m��_µ_. ._. .. �" N�'x��r.a��,ished�Options , Code. .Descra.ption .. .. ... , _Cost.. ._�.. Code ��. Description �.... _. ... ._....... v,,�, ,, . .Cost ._ ... � ------- � ...��.m, w ,. � �� a ._ , . ... . _.. ... ... �_.� ... ........ ...... �_... _.. w �, n_ m ........ . .....e .....,, _ _. , , � - — --.�....._ ._. .. ... ...... .� . ......... . �_ ._.i_._� _—....a -• �� ..... ,..._ .. .' _. _ ..,.�� . ....... .................. . _ SubtotalC.��..�_. .m.......�._. _..m.�p. ��rr. _ _,�.me..w_.._.�.,..�_me . ..... �w��..mM_ �._, ��ma...: .__.. ..�. ., �.......... . � _.�... .��.�..,mw ti,...�, . _. mu w..�, �. ��,..�.�� .�.__. _ .,w_,. �� e:.. _....�,.r � �..W�w.�. �..�.�..m._ _. �� . �..., m ��.� n W�� D Other Price Adjustments (Tnstallation, Delivery, Etc...) IT re. m �. .. �. w.... ..W �a� Subtotal D w��M� _n.,.��R�_ _ _ ---�.._ .,....... � em.....m � �� ..�.. .....w... _w�__��.� _�..,m ___ � _�......� � .....�� ,� � ��.�.,.j E � Unit Cost Before Fee & Non-f� �aa �a�aat �� A+B�� .. �a��. �. .�n�..�.. .�..�.��, .a�.�w�.. ,w�..�...n .... ,b�„�,_ __�� c� � r� ( +C+D} $27,391 .. � .....,, �.._......_.---- -- - �� . �.....w..._. . .. ,�o,,.__ ,N�,..m..__�.. . _..._ . ��., ... .,.... w Quantity Ordered 1� ° � � X ��.._..,.m.,, _.... .....�. .e _. ..........�._ __ ____� ...��. m..... .. .....� ................ ..... �.. ..._ �.�� ..n.�..w „�27,391 Subtotal E �..F ,M�Non��,a�. ��n��' _ m....:...e..e.� _ _ .�. �. �� . ��, .,......,y� � ...... ,.. . �...... ..�� C��eras a��c � (Trade �'rx � ir��'�s��r e..,Etc � va..m ...�_ �.,.......�,.,. , .._ ._ BUY BOARD ( $ 4 0 0 PER PURCHASE ORDER �. ��.... � . _ . �, ,,, . . ,..... . . ... NOT PER UNIT) PLEASE INCLUDE I N/I mmm^^ m^ ....... ...�......m,..� ...�....� . ..._ ........... .. ._ .............. �._ . _ . � ........ ..... . ,.,.. ..�....�_...._ �... ... G. Color of Vehicle: WHITE EXHIBIT 1 QUOTE# 002 CONTRACT PRICING WORKSHEET End User: CITY OF DENTON Contractor: CALDWELL COUNTR � __ , ,� . . _ . _ _ _ Y Contact Name ... CHARLIE �ROSENDAHL___ �._ �_ . ___ CAL]�WELL... .. ... �.. .. �m m�� .a� �. COUNTRY _.. _.... _ ...... __ . ...�.. n�. ,, _ �.�.. .........�.. ��_� . ,.._ ..__... .. ..w ,�. ...,. �..., . ,A. . �...... I Email: Prepared By: Averyt Knapp I CHARLES.ROSENDAHL@CITYOFDENTON.COM � Phone.....# : 940-3A ... ��e..�... . . ................. . . ... _.... ... .�..e...ti _,��,� m � e��.�m ---- .......... ...._—. 9-8422 Email. aknapp@caldwellcountry.com Fax___# ..—__.,.., _. .......__ �.__�_.__�.� _ _Phon..�.. .�..,w.�_�.. ��...�......._..��...m.. _�....... � ��" e #: 800-299-7283 or 979- 567-6116 ..__ . �__ _ ..... ... . ._.. � .� .__.. �......mm__ ------- ----_ ��,ocation City: DENTON, TX Fax #�mm��T979_567-0853 � Date Prepared. MAY 1� 2014�� ..Address. .. P. O. Box. � �, �,_,... ,_�.___, u � __u_ � � � Caldwell, TX 77835 _ �� _�� .. �........ .. , ._.. ....., ,� ._....� Contrac� Number: �BUY BOARD #430-13 !Tax ID # 14-1856872 Product Description: 2014 CHEVROLET 1500 SILVERA.DO 4X2 CREWCAB CC15543 � _. � .� . __�_ .,.. � &�� !��°x�� C�ai.��x�^s $24 162 �---r---�a,,,.��.�.,_._. .<.,��_�a„ d.. ,., ,rtti.�H.� �,a,oro ....... ........ � B Published Options W�WW�Wm��mm�� .. a _.......__.... ..�..... __.�, , . Code ', Description Cost Code Description Cost w _._.... � � a_.._w�. � __._�.... .. . � .._ . .. . _ _, . �........_ _ .... . .. � �..� , �.na �,.,�. ......... ��._�.� _... � �... � .�.......... � �� _.W �---�s, 4X2, 3 KEYS, WP1431, INCL PB1478 � ___ ___. _ GM WARRANTY ..._. -INCL ........_ _....... CAI,DWELL........... �.. � .. .... ... . ..... ....., ..... ...... COUNTRY 5YR/100,000 MILES POWERTRAIN @ N/C __PO BOX,.. � � .�...____ �,,,,,,,,,,,,,,,,,,,, �..� .,.,.. �...m........, ,, .. _ _ _....__�—._._--- -- ---.__ _..�----- ____ ____ _ _.. � _ —_. --....� ., ,.....� . .._..... __ _ . . ....._ .w. , ��.__ —... — ...... . ............ _. __ � •, CALDWELL,TEXAS 77836 . _ ...... � . .. ,,,, , ,, ,,,,,,, ,,,,,,,,,,,,,,,_„ . ,. . ,,,. ,,, .,,,,,, . , . ... . . ...,., _.._..... _ ., , _ . ...._ _ ... ,..,,, -----._.. ... .. ......... .,, ._...... �.. � ................ I .,_, _ .._ �........ ,,. .. � �..._�__ .,.....,. . ...,. �.��... .. ... ..... _ _. __�, �� .. . . INCL Subtotal B C Unpublished Options�„�.M�:,.:=�._,.A.�.,.�.�m.....w...�...... H :...�..� _.... ,.; md✓ ..m� ...... ,._ ----- , �,...�.... Code , De..�.. :.P..�ion.. � Cost .�.��. � Code .. �.�� e.�.... _ e_.. ...m.� �. �. �.. ...... . . �..... �., ��.,.._� ..... scri t' Description Cost !.. .. .._... _,.......... .�_.�. __._ ,_.......M ..___________ ......__..._.�_ . __��_.w_ �.,�.. ...,,,,,,, _, .. ., ,. ., ,,,,,,, ., ,, — . . � �. . Subtotal C � D Other�Price.�Ad.�.��.� ,,,...a., .�.��. ��,...e. �_ ._._� �. . ...� ......_.� � e�.� ,.�� w,�� ........ �,.�. �,�,a �� justments (Installation, Delivery, Etc...) �� _-- - ------ ----- -._ .... r ._ ... � . Subtotal D � � E Unit Cost Befor �Fee &W�Non-E i m� �µ"��'�µ��LLLL��.� ..�.��,mm.w � __..�.._ �� .._ � p�.. �o .�.n�� ,.. w. .. � e ent Charges(A+B+C+Damm mm � $24,162 . r .... ... ...... .. , ., .... _ .�� m., .. .� .......,,,,,, ._.._.... _.w.w .. ,...-. ...� ...,.,.. .. Quantity Ordered 2 X �. ...... „_. _m.._....� ...... ... . .... .. ....... .. . ..... ......... , .,,,,,.. .._. _ .. .� ..... ._._ $48,324 Subtotal E „ �. ... „.. � .., ....... � �_ .... . ,..,,, ..._ . e . , � d:. .. ....... � ,n�,....... _ .�..,.....� �..�:_.e..... .�.. F Non--��r�Mya�C�t� �."<��d,�c��s �Trade-In, ��.:�w�:�l��r Etc...) � .�._m_.. ..... ._...�,,. _ . r.w_�. � �.. _: �.,._ .r,�,,,,. .,..._._.�.____.___...�__....... BUY BOARD ($400 PER PURCHASE ORDER NOT PER UNIT) PLEASE INCLUDE N/I _G. �Color_of� Vehicl...�.s __ .� �se..�_�_._.�.�� .r. �.�.� ��,�. ....� _ _ ..... � �.... ��,._ . .... e: WHITE EXHIBIT 1 QUOTE# 003 CONTRACT PRICING WORKSHEET � End�.. .... � . _ _...... ..� .. . m.�.�., m ...sactor . CAL ..�.m....._ ,.,.w��....... � ........... _. . User: CITY OF DENTON Cont �� DWELL COUNTRY Contact�� Name . � CHAF2LIE ROSENDAHL ...� � .� . CALDWELL C. ��.� .�. �. � �� .�.�� . � ��, � OUNTRY .. � .. .�_... ..... ..... .. . . � �..� ..� �,. ,�... _ ... .. �. .... .. ...m . �..... _ _ �...� ..,�n. ..._____ ....,....� _ ..... .._._�I Email: Prepared By: Averyt Knapp CHAFtLES.ROSENDAHL@CITYOFDENTON.COM ---�Y....... -- ---- w.�. . .� _.�. ..... ..�...... � .— ......,......� . mm....� .� � . e.......� �____ _. ... �.�., ��.........e„ Phone #: 940-349-8422 Email: aknapp@caldwellcountry.com Fax�.� ..... �.� .. .... ..�� .� ..� , m�, _ „ . ,. ... __.... ....� ._ , m..... .. ... .. ...��m ��..,.__.. �a �. . ma�....�..�_,.�.�_ __.._.m.... #. Phone #: 800-299-7283 or 979- 567-6116 Location.. City: DENTON �....._TX _......... ..�. ..Fax # : 979--567Y�o..853 ...� � ......... ....,_. m �____ _. _. _..._______ - - .__.....�.... .� � . .. _ ___ .. _ �..� .� �. - .. .. ..._.. ..,� ,� _ � ----- --- �� Date Prepared: MAY 1, 2014 Address: P. O. Box 27, Caldwell, TX 77836 __. . ......... .. . ... _ _..,_.. ContractmNumber:��mBUY BOARD #430-Y13 Tax ID # 14-1856872 .. . .. ..... � ....... _... .,,.,.. �.. . ..... � �.� �,� ... � . . W .... . �_ e e ,.�. � .��,,, — ...___ ____ ....._ _� _� Product Descr�,�tion: 2014 CHEVROLET �,�00 S�L��C3 4X4 REG SWB CK1570:� A Base �Price �,� �� A;, � ��:�.o..,�o, w. �e......�� ....��..._e. � �� ..; � � � �' �� a�. _.....�. . & Options: �$23,765 ._.�µ.. -��. , �� "u�:��,x�tu�e� �7��.a�ru� p ....�_._._ �.,.. � n Co s t �Code.. �............Descri..,_tion _�. �. �w..,Cos��.....�. Code.� .o..w� ..... .Dee�c.r��atio..�,... �w _ � 4X4, 3 KEYS, WS1434 INCL --_� „ � P.,, M_ .e,. . .._ __........ .....��. ...�..�_ .._.e..__ .. .. .. m�� ......................�.�..�. GM WARRANTY INCL CALDWELL COUNTRY 5YR/100,000 MILES POWERTRAIN @ N/C ��.�...., ... � .. ...... ............_._............................... a ...... . ,.......,, ..�. .. ,.. � �..�..�m.... __.__ �.�...... ---- PO BOX 27 �..... ..,. m � . .. .......... .... ... .... .... ., ......... .. .. .. �.... ..... . __....,... .... XAS 7 7 8 3 6 .... CALDWELL, TE ..�. -------- .�_ ._ ,__....._.. .� .�.... , . m . _ ....... .......� . ...... . . ,..... .. .... ... ., _ .,... ....... _ � � ..�......�... .,,,.. , ..., __ _ .. .. .....,_i Subt ......... ...... .. ... ...,,.... .._ . ,_ .. .. eW�._._� ,.. ...�. � _a, � INCL otal B _ _��.�.;.Y. � w.�4.:.. ....�.�. �_�� .�a ..._�.��.� .� ...�,..� ..��,., ._. ��:�.... .w.. ..�,,...�.�� ..:�_�.��... .e...�.,...w.�._��...�.._� ............ ....� C Unpublished Options _ ._. .... . ._ _.n_....,� ....._ _ — ......� �., -----�� .w �� .�..... ��,..�, Code Description Cost Code Description Cost � ....... rs.. m�.., ...� a.....e � . ....................p........�..�,,,.m.� .�_„ .w....,_.,......,... ....�_��.......��... __� ��.,. �..........e .�._.� .. m m� � ..m.� �. �._........... I,. _�. ----- - � . ,.. � . . . ... .... ............ ... o... . � �..�.._-- -.._.w ..� � � n ....�.._,,�.�.. ,�..... . _ � .-----.� � , _,...... � ... ....... . . �e, .� ,. � m I m ....a ......... ............._ . � . . rc �_ � ,.�,��..� �� .Subt� ._. ,.. . .. _�.. ..m...mm w ............... . .,�. . �...�. �,� . � __ � . �� i otal C � D � Other Prioe...Adju....._.m. m, m„� � �.,:.:.,..�,_.... _ _ _:_ __. �..�...___m ._�.,,..��n....-�� ._�..��..��w.�� ..- �.. . �m-�.m. � stments (Installation, Delivery, Etc...) �� . e ..,� . ...m........ .._ � ...,��.�.__� �...... ..� ....... .. .�.� _ ..... Subtotal D . w�,_��m.m�.,�..� _m �m.... .�....�. . ...�.... �.. � e..,�,�r,,,F. , _� a.�.n� � ..,�._. .._..� �.�._,.��. , , ��...�. , w.._.:N .o.w .g�,.��.�„ s �_�_�..� ...:M... .... ..._..... .�;o ��.�.�. : .....�.� _ m��_�_�,.. _ E Unit Cost Before Fee & Non-Equipment Charges(A+B+C+D) �$23,765 .._ � . _ ,..�.� � �. �� ... ..�.�.. .. d.m,.,,..� ..��.. ....� ..�.,� . .., m �. . �,... .... .. � e.� _�. .., _ �,.� . . . Quantity Ordered 1 X . m , _ . .----- ------ ....�... . � „ ._..__-- ...�...... „ .... ,,. _ _ ...m.. . x _ ,.. . ,..... $23,765 Subtotal E �.�nw � �--. — � ,...w_� _ m ��w_.�. ��ee�.__ � ... _ � F Non-Ea��a e��•�t C�'l��~�� (Trade-In, Warran�.;�r, Eto.. ,... _ .. .. _ � ..._.+,.._ .... _ �. .. � ......... BUY BOARD ($400 PER PURCHASE ORDER NOT PER UNIT) PLEASE INCLUDE N/I �� ........ . . ...... .,.. � ......, �._ . n r., � � ,,.. . ,__�.__. .._� . �� _ .. ,.. . �., . ._ .... ��...� . .. .. „ . - U I__.... __ _. m.. _ ..... .. ...,�... �..��... �... _e.� . ��..e.e �....,� G. Color ot Vehicle: WHITE ' � _�.. �.... �..��_.�.....� ..,._. �.�.__ .�.�.,r .___� �,,.___ _.�.�� w � ._.�_. ....____ .�.,w..�.� � � �,...�. � � � . �, � . .....i.. ._.�.. � m._�� ..�,..� EXHIBIT 1 � � �� , . � ''� �`'��diit��;, '�'fl ' "%� ,Y� ti'�y t a G i�3� �%%�� ,, �� r ��'�2��r1 � i w r��4d�"� W� i ,r, RELIABLE CHEVROLET HOME OF THE E'NFORCER POLlCE PACKAGE REMIT ADDRESS: 800 North Central Expressway Richardson, Texas 75080 Phone: 972-952-1561 Fax: 972-952-8172 Email: dadams@reliablechevrolet.com THIS QUOTE IS BASED ON: STATE fMF ��XA4� CM�''1 [!"72a5�1 !�c�mtilrpa �� 4�E��;le�"�IC�FU ,�..�..�.,.��w_m�,,..� QUOTE DATE: May 2, 2014 INVOICE # �) 7Z0 FOR: quoT� �000 Fo�t as �o�c as 2014 CK15543 - W D1 A24 CONTPACY VALID AND M06EL OR6ERAeLE ORDER BlLL TO: CfTY oF DENTON wHiTe CHARLES ROSENDAHL Np�"A�"9��" ORDER CUTOFF FOR 2014 lr„(htli�67E 6xWAV` W� /F��4�1�t"�"'��;�, 201a R, h�aui��ausugr� kiri� af �as�lua^�u�g� tr� dwa!Qr a( 2013 atterrw °v,a��. �alf d"^�y q� A1 M-�p�&,��a atiaay, tar r�ll bul 4,+n��r[��:r �.�,..,.�. .._ ... _ ..a m.,� � „ �,,, �,,,.,,, _. .... . _.. t u�1lotFUTm��'Y fire�e cai �ia6v�ry 4a de�:er oF 2093 atter rr�ceipt aP PCJ i� 145 1�iC1 days Por Ca�rnce Y r�u�rez,� astirrwiwd hrc� ��I �f�iu�n��s�i�� r�f m�ru° tlw+Ua�, i�p�lY+��9� Is 5-'t weeks rah�^fau��„�ri r9 of wa1��t,ltv ..�._ .�.... .,.�,.,��..�,...w. ��I�IG�U�4T ('�!� CC15543 -112 TON CREW CAB 2WHDR 1 WT WITH V8 - ITEM 864C INCLUp�S ALL THE STD EQUIPMENT ON MODEL PLUS THE FOLLOWING N�cav��r windowsllockslmirrors, a/c, tilt/cruise, amlfm, cloth seats, full spare PLUS THE FOLLOWING REQUESTED OPTIONS ON CONTRACT: UPGRADE TO 4WHEEL DRIVE (INCLUDES NZZ SKID PLATES) i f��" - TRAILERING PACKAGE p�C�"F� - WT FLEET CONVENIENCE PKG INCLUDES HEATED MIRRORS/KEYLESS PLUS THE FOLLOWING OPTIONS NOT ON CONTRACT ;��?�5 LASER CUT KEY NOTE: HIGHLY RECOMMEND ORDERING LOCKING DIFFEREIJTIAL $347.60 t��,�3�1� CUTOFF IS 518114 PLEASE CHOOSE BETWEEN CLOTH OR VINYL INTERIORS. I INVITE YOU TO INVESTIGATE THE SI-2000 ONLINE SERVICE FROM GM FOR MANUALS B"891� SERVICH IS AVAILABLE AT NO COST TO FLEETS AND IS REAL TIME INFO. C.`i".Y5"1"� .P""f"b0.'N`R'CeiAd"""T"'C,�M1"�'Cd'""hRMP"'�.` 1JC'�Y"WI V117'�"�C.": 1^"��.:/lil"V':C"4'Fal P""Y� "9""1d^L.'..YkdN�d'�fi.�'"'N"f�.l IV" 2��i'6 . TE YdUR PO A7 WWW.WINDOW.STATE.TX OR WWW.TXSMARTBI.Yk':G�NtidB., HELP DESK 888-479-7602. STOCK UNITS CANNOT 8E fiELD NATHOUT LETTER OF IPlTEN7 TO f'UftCNASE or PO Mlake all checks payable to RELIA�LE CHEVROL�T, If you have any questions concerning 4his Invoice, contact: Doug Adams, Fleel and Commercial Manager 972-952-1561 direct line, 972-952-6172 (ax, dadams�reliablechevrolel.wm THANK YOU FOR YOUR BUSINESSI �d�� 7"(� t"�d�, � $ TAX RATE SALES TAX OTHER TOTAL $ 24837. ��,�� 330.00 281.00 � 27,959.47 0.4)��f� 2"� EXHIBIT 1 � � ..u`� � �� . . , �. � , �� `�d��si��M74^��UW�'r ) � yi,fn� k, s ,�,�ti �ry�t'e2°�� i�� J�r��{'� � � �, RELIABLE CHEVROLET HOME' OF TFfE ENFORCER POLICE PACKAGE liEM1T ADDRESS: B00 North Central Expressway Richardson, Texas 75080 Phone:972-952-1561 Fax: 972-952-B172 Email: dadams@reliablechevrolet.com THIS QUOTE IS BASED ON: �Td4TE OF TEXAS �7A-�97�•�1 rar�tr�Gti g,rp Cd��1�'Tq4i�4 ��_ QuoTE DATE: May 2, 2014 INVOICE # FOR: sauor� c000 Fora as LotvG ats 2014 CK15543 - WP1431 COFdTftACTV0.LI�pNDMObELORbERA6LE ORDER - PB1478 81LL TO: C6TY OF DENTON WHITE CHARLES ROSENDAHL p�{y'��";�;. ��g.py�;F� �I�'T�d�''� M'(ro�, 2014 TAHOE PPV IS AUGUST ��'„ 2013 � ... � y O is t��r-9t➢ e�@rayrn 4or flll bui �"uuqMrmar F rNR�sG �M�u�� fll�uw eC ��nu�d��x NF Nws u7a>a�l�� a�Y �61� J�ffl¢ o� u�ri r,V dq of P,.,,. e y ., .. ._.._ .,. N. ..... ,._ �;�ti9rqfa�,s�u� u8rvik�r u6 c8a�,0ivear� kaa uJa�aals±o�etf �(��.1 �aPA�� va:s.�a�u,�Q ryP V'li p� �Na-��'i4k e%rz,y^� 4unr ��rrXu¢. g uinru��ge� a�r.sui�maro¢s�etl qlrr�,r �1 a&eMemYSm'� r�i una4 ��!d�r�;� �ad�CuY1�r�.�# is 5-7 weeks �u?IC�P'r��.�a^dy�pb �i r��dPti�f�a ___.....� „�. _..��,��_.w ��kI��W,�NT (1) CC15543 -1/2 TON CREW CAB 2WHDR 1 WT WITH V8 - ITEM 864C INCLUDES ALL THE STD EQUIPMENT ON MODEL PLUS THE FOLLOWING power windowsllockslmirrors, a/c, tilUcruise, am/fm, cloth seats, full spare PLUS THE FOLLOWING REQUESTED OPTIONS ON CONTRACT: ��',� -TRAILERING PACKAGE PCR - WT FLEET CONVENIENCE PKG INCLUDES HEATED MIRRORS/KEYLESS PLUS THE FOLLOWING OPTIONS NOT �N CONTRACT �°��5 LASER CUT KEY ��t'�t��:P� CUTOFF IS 5/8/14 6'�L'��['� CHOOSE BETWEEN CI.OTH OR VINYL INTERIORS. q �NVITE YOU TO INVESTIGATE THE SI•2000 ONLINE SERVICE FROM GM FOR MANUALS �P�p� SERVICE IS AVAILABLE AT NO COST TO FLEETS AND IS REAL TIME INFO. �TJ'�i'�''�":��"�"��iY�l�'"G �^��'$�IC;IM�f"`� �"��^�l�I%P�� `��:�`4�`IC:�i'� i�� "�"��i�V:�`�i��'� �'C�. PO AT WWW.WINDOW.STATE.TX OR YVWW.TXSMARTBUY.COM. HELP DESK 888�d79-7602. �.,,,� ...��_. �„�.�.,.�.._�.� ..�..m ,,, ,ir,,,; � ' �,�i ��dL9C��b`�Jf�Y��;F�1.V��."��iV��W��"°;�`1"�i'��"��d��"�«�„,."�f�J"�)T�dm S STOCH UN6T5 CANNO7 9E f-0ELD NA7F-0Of1T L.ETTER OF INTENT TO PURCHASE or PO flAeke all checks payable to RELIABLE CFI�VR�R.E°f. If you have any questions concerning fhis Invoice, contact: Doug Adams, Fleet and Commerciai Manager 972-552-1561 direct line, 972°952-8172 fax, dadams r� raliablechevrolet,com THANK YOU FOR YOUR BUSINESS! TAX RATE SALES TAX orHER TOTAt TOTAL FOR (2) UNITS 24837,�k� ,4;�C�,�f�� 2 B 1,�,DR� � 25,497.47 0.00% ;��,�M'��.47 �d41� F�72i�:0�F � EXHIBIT 1 f �,� � � � � � � . , , o ��a� „ � ��i�� "�°�"�s � �` �"��„�a��"�"�� rt� t+ f�7r1�1��i�i �r�' � u� e,�i . RELIABLE CHEVROLET HOME OF THE ENFORCER POLICE PACKAGE REMfT ADDRESS: 800 North Central Expressway Richardson, Texas 75090 Phane: 972-952-1561 Fax: 972-952-8172 Email: dadams@reliablechevrolet.com THIS QUOTE IS BASED ON: BID EXPRESS -CITY OF DENTON FAN 802808 q�i� �Y�.f'��P�"I°N�Sf'� ,�,..� QUOTE DATE: May 2, 2014 INVOICE # FOR: quo7e c000 Fort As LoNC as 2014 CK15703 - WS1434 CONTRftCTVALIDANbM60ELOR0ENABLE ORDER BILL TO: CITY OF 6ENTON wHiTE CHARLES ROSENDAHL �1t3ti"�: ORDER CUTOFF FOR 2014 TAHOE PPV IS �,.ky1��.U'��7Y ;�:!'„'2�'V3 �,m .__.� � ..� d upuarr�3�i ct 4rre ot r�slr�aa�y Csa d�aler r�t 2U13 �s9q . t r� �rl{rp of PO is 05 105 r,�u�gv� ��M alG &vi.d �.m{�uy�,�h i�NAaw�pVv�i9 liine �f dc.aliue�y tr� G1p�ler �f ?013 aftec recelpP at F'CR is 94G-1�(a days Pw C��riee� �,�� .M� � u.ri rrp��w eskirrwted Diu� oP �d��Rrw�ur�i'�V �Y a,u+n (W�urr�,� u�"+INY��'61^. �-7� w�'e�:ks afQer Arsu^�aa�rk r�d ar�n&kiu°I+a (1) CK15703 -1/2 TON REGULAR CAB SWB 4WHDR 1 WT WITH VS INCLUDES ALL THE STD EQUIPMENT ON MODEL PLUS THE FOLLOWING power windows/locks/mirrors, alc, tilUcruise, am/fm, cloth seats, full spare PLUS THE FOLLOWING REQUESTED OPTIONS NZZ - SKID PLATES Z82 - TRAILERING PACKAGE PCR - WT FLEET CONVENIENCE PKG INCL PNV, HEATED MIRRORS/KEYLESS PLUS THE FOLLOWING OPTIONS NOT ON CONTRACT �d;i1'5 LASER CUT KEY NOTE: HIGHLY RECOMMEND ADDING LOCKING DIFFERENTIAL FOR $347.60 N� CUTOFF IS 518114 � CHOOSE BETWEEN CLOTH OR VINYL INTERIORS. fNVli� Xt]U Tp fNY�5TIGATE TME SI•2040 L3NLINE S�RVIG� FRbIN C�M FbR MANUAl.S iil� S�RVIGE I$ AVAILABLE AT NO COST TQ FLE�T5 AND IS RE.AL 71ME INFO. 3TOCK UNITS CANNOT 6E HELD �THduT LE7TER OF INTEN7 TO PURCHASE or PO Make all checks payable ta REL.IABLE CHEVROLET. If you have any queslians concerning this invoice, canlacL Doug Adams, Fleet and Commercial Manager 972-952-1561 dired line, 972-952-8172 fax, dadarrrs@reliablechevrolet com THANK YOU FOR YOUR BUSINESS! TAX RATE SALES TAX OTHER TOTAL S ;� �,3�f�.�:"� �U�, 25,429.68 0.00% EXHIBIT 1 C��a�r��p P�u�� for 4��u�9��t��..._..._ JAMES WOOD CHEVROLET-CADILLAC 39D6 I•36E S, DENTON, 7X. 76210 940-591-9663 Customer/Company. Address: Vehicle #1: 2014 GMC 1500 Sierra VI .��...�._� ��.---- �� ......._ � ._...me.w� _ __... __.....— .,,,..,, , . , __�_.._�.... 3GTU21 ional Vehicle Information ,.�� .. _,....�_�.m ......... . _.. n ... � _, m Body Style: TK15543-4WD, Short Crew PEG: � SA-Sierra Preferred Equipment Group Sales Consultant: Primary Color: GAZ-Summit White Trim: H2Q-Vinyl, Jet Black / Dark Ash, Interior Trim Engine: L83-Engine: 5.3L, V-8, Flex Fuel, SIDI, Active Fuel Mgt Transmisslon: MYC-6-Speed Auiomatic Oplions: 1 SA-Sierra Preferred Equipment Group A31-Power Windows A60-Tailgate Lock AE7-Seat: 40/20/40/ Split Front eench AQQ-Keyless Remote Entry AU3-Power poor Locks AYi�'-,�i�%��,�- a-��r� ��ar4�ur�, �"r�E�a Impact B�;��f I��o° ��r��r°irro�: �d�r�r��'�anr�l, Graphite Ca��'�++" ��tir°�u� 7'�!��O i,l�� C�"�'-�Pr ��ar��#ii�a�r�w�� a��p�t��l Dl.£�.q�i�r�M�� 7�:�� f��wa�°� �1��t�r�i E63-eody: Pick Up Box FE9-Federal Emissions G80-Locking Differenlial, Rear GAZ-Summit Whlte GU6-Rear Axle 3.42 Ratio H2Q-Vinyl, ,let Black / Dark Ash, Interior 7rim 104-Radio, 4,2" Color Screen, Bluelooth, w! USB Port K34-Cruise Control KC4-Cooler, Engine Oil • . - ,1 � . �� 'F +,r�i�d �'o�r� 'rz�r��%rGi�� i'lli��'� � � i��ll1J�i/��g��i�?ll �l � li� I�/ii in ��l '� r'�� hi/ �+oi/ri)lf«'��'�� '��,�� y ��!y�� o, / imi; ��%�!ii��F�J��f//��rG�� yN %��%�i�"�I��N��i'r'�i4��5� �� HN� u`�v,�c,��i�vy+ii�i��/�� i�nWflii ""'"i�°i��olye�l�h��N��,�N�u. � �' liiu��ilC� ii �o�o� , iui�� i �iii iii°�iiii( id ��i iYll�i �� KG4-Alternator, 150 AMP KIA-110 Volt Electrical Repceptacle, In Cab KNP-Transmission Cooling System L83-Engine: 5.3L, V-e, Flex Fuel, SIDI, Active Fuel hhc�� G�'VY�-Fa-'��s�Ci'' i�,t�t�a��-a;:�ti� �'i�l�-G�w�v�r�q�r��:de� ��r�,k�r�e ��-t°�lJ��I�� Nl��.C�� NETWORK R9N-FRON7 AO/20/40 VINYL BENCH RC3-Tires; P265170 R17 All Terrain, Blackwall RD6-Wheels: 17" Steel ;?��8 -V at��'rp� ��p�t�r� "� I�c.� ��"��•�r�r�#��cnl �k��a ��r��t i�P„� ��I�yerr• �.�� 1��6��d�� "�r,�;��iaCCit�� F�';��i�, G��I�� ti��-";�-d_Mc�htd�r�, C�� , Ua��r ��d 6'�'�ii, ��1� �4C� �-�3��a�k�a �y��d��r� V�'�a ��ac,cavury h�c�cak�� 'Vi�i-�.��.�� F�`Yr�le� f u��a�r°�� rb4�n�� •izz��a�� Z82-Trailering Package ZY1-Paint, Solid Disclaimer: �„�&� �a�� ldi�r�( t�:� rt7��Nwr:a tl.Bw+� a�G��Bu�� drida�a�rassCwr�qro ar°�w��H�a� 1�� 16��d�n;,��r�aw�,.�r� a��r°��, b'Nas�;a�� °r��r;�� tu ��°la��ti �,��Nr�u,�� Mw��sua:�a, 1`�a;��¢�w��w, I�a° r.trNt�papa;��. ��+e�lu�r� ��r�'��A��.-�^aPa�d ��R r�� r�aV�� «�r��,�� n' ��Af�+a��i�uasla�i�t�71^, irw Iha.� a��w:��c�s�-Nt��r.�a�s��,��n�«6�� irw�r��w��a�iG'a�t RMr i�bqa� ��,ad7roet�r�t��, . JAMES WO(]b CH�VHOLEi�CA01LLAC 3906 I-36E 5, DENTON.7X, 76210 940-59f-9663 � �� 9 ��eru�ro dL s�r a�M�,a��ag�:, Address: 1�' EXHIBIT 1 Sales Consultanl: ;.�d:'�"'B"�''i T �<�ti�G'��i;�+i. Body Styfe: TC15543-Short Box Crew Cab, 2WD PEG; �SA-Sierra Preferred Equipment Group Primary Color: GAZ-Summit White Trim: H2R-Base Cloth, Jet Black / Dark Ash, Interior Trim Engine: L83-Engine: 5.3L, V-8, Flex Fuel, SIDI, Aclive Fuel Mgt Transmission; MYC-6-Speed Automatic options; 1SA-Sierra Preferred Equipment Group A31-Power Windows A60,Tailgate Lock AE7-Seat: 40I20J40/ Spllt Front Bench AKO-Deep Tinted Glass AQQ-Keyless Remote Entry AU3-Power poor Locks AYO-Airbags- Head Cu�tain, Side Impact BG9-Floor Covering: Rubber Vinyl, Graphite C5W-GVW Rating 7000 Lbs G67-Air Conditioning, Manual DL8-Mirrors, O/S, Power, Meated E63-Body, Pick Up Box FE9-Federal Emissions G80-Locking Differential, Rear GA2-Summit While GU6-Rear Axle 3.42 Ratio H2R-Base Cloth, Jet Black / Dark Ash, Interlor Trim 103-Base Radio, 4.2" Color Screen, w/ USB Po�t �� (�V � ��`�..� � �.3F'��d� ��a�JN,'��f' � � : � �r 1y�8 K34-Crulse Cont�ol KC4-Cooler, Engine Oil KG4-Alternator, 150 AMP KI4-110 Volt Electrical Repceptacle, In Cab KNP-Transmission Cooling 5ystem L83-Engine: 5,3L, V-8, Flox Fuel, SIDI, Active Fuel �� C4��f�-�:��ae�eec:d' Autc�rra�df�: �"!��-;��;�r�sra�:rs ��ck��p� PIJ�?•�"��crrr�r��arti�e F��e f��Md-�V.��"�7�� N�b�L.C�C� NETWORK RBZ-Tires: P255170 R17 All Season, Blackwall RD7-Wheel 17" Chrome-Siyled Steel 5�� -I.c��ko Sp�7rc� 1 W�� C,��N-�iM'NR��;�tl� ��t�+�INt�r� I"��rYiea, l�a�l�9�� lll �-L1c�k��dr�c�, ��g� ��a�, l.lmw�ic�r f�� f��ir, LED U�,� �-��.�e�9�� ";y�k�n� �"b�� ,i��a�r�� Y��aM I��rar�4 ��u��i�'�g 1i��+are Z82-Trailering ('ackage ZY1-Paint, Solid f�E��alM�a�r: � � � � ro ' ; ti�ar a;��wmaN��taa C��,r1 pM�w � kr�arr� N�� rat,:�k�m �Ira� bric;,jr�4J ��r(¢�r�'ra�Yi��iro ar°��R��tR irw �9�p., :��t��r'r7�� ra,�,a�c'�9�pn F�a�s��A:a r��q'tcs ��ca��G ��r�r��;l�� 9�NV�nct�, �a�.��a�vr��F �s��q��o¢�� r��c�rnri��d�q�k ��,�h� rrr�pl rtia�� o�ti�Nbd�x s�aWa,y �r��a�� u�� ,��f�.�r �ms�JMa�q�r�w�rr4.�a��irw ��N�u'� r�� s� ��a��t��:�ap`�� .so�c�B�� i�)Cr�A�7'��s%a��n �wt PY�� a�r�awga��r�r�� EXHIBIT 1 JAMES WOOD CHEVRbLET-CADILLAC ;9+��G I-35E S, DHNTON, TX, 76210 43d:tp��.laFj�'1.:fd7��,G�� CustomerlCompany; Sales Consultant: Address: _� V�ef�8s�1�,�� 91, "��i�'� �Ivc��r�Br� _a a �... ��...� l'��i�C� "�i�v�a��dca.w..... � w ....... .,.w �`GNR��o�4�r�� a .�._�._ _..� � ..,._.... � ..... .. eu .. � — � --.... � �d w�r�l��, C.��d�=�',�" 7[b'��J�:. ... ��.�.� �_. n._m.... �.... ..„ w� , .. ... �d�iid�r�r��l �� n�c�qir��r��w.__ � � Bod �St le: CK15903-LWB, 4WD y y , Reg Cab Pickup PEG: 1 WT-1 WT Work Truck Preferred Equipment Group Primary Color: GAZ-Summit Whlte Trim: H2R-Base Cloth, Jet Black / Dark Ash, Interior Trim Engine: L83-Engine; 5.3L, V-8, Flex Fuel, Slbl, Active Fuel Mgt Transmission: MYC-6-Speed Automatic options: 1 WT-1 WT Work Truck Preferred Equipment Group A�i['1-��61��t� l+a��C AC7-��r�1, �JC��1�&�l Split Front Bench AN��'•��Iar��„ �"�c,lnr�bsorbing, Tinted AU3-Power poor Locks N�C",��-�`It��.�r �"�s��a�rk�rp ; Rubberized Vinyl, Black I�'�a+'E`� ��si:�� t�;��u �i��rar Bumper Comer Steps ��t;�-�V'�U` C��ti�rg �C�00 Lbs C:�1"•�,i� Cra�zi�tu�aa�ira�, Manual E63-Body: Pick Up Box FE9-Federal Emissions G80-Locking Differential, Rear GAZ-Summit White GU4-Rear Axle 3.08 Ratio H2R-Base Cloth, Jet Black / Dark Ash, Interior Trim 104-Redio, 4.2" Color Screen, Bluetooth, w! USB Port K34-Cruise Control KC4-Cooler, Engine Oil KG4-Alternator, 150 AMP 6rad Roblye� � �� S S S� KNP-Transmission Cooling System L83-Engine: 5.3L, V-8, Flex Fuel, SIDI, Active Fuel �� t�'�' 6a•*��a�mu�C J",s��ar"u�atic h��.� ��,�a�� a�r ��, Floor Mounted, Manual Shift I�;��. i gr��b� i� r"��"��`� R17 "C" All Terrein, Blackwall RD6-Wheels: 17" Steel RHM-Tire, Spere, LT265/70R17 All-Terrain, elackwall f�Cff�-�r�a�rs��ir�g Option ��,�-��a°� °1°oc� Lock 1,��-uirC��s�� atellite Radio, Delete UEO-OnStar Defete �� r��I��r �ays��cr�„ 4 Standard wda"�� tr��a�r�+�ar� ��s��B�+� "JM d�r ��a��7ap�rr, q-r��w4w �q��.�N� V�N�� Ganr�g�� r ��i �I��:� V6�"�•V pa;�a��a� k�lr�mii� N'r�r�bl �{s��r�tw�'�� Hardware Z82-7railering Package ZY1-Paint, Solid #':��p:r:fr��r„ �30� la�a� E�Sa��l z�ro �rh�.+4a� Ih�� ir��g� Gr��rorc`re�rai��t� �° N�xw��ciraa� ��a� �h�ce� �a�rrnm�7��r�« ��t,�:�,�N�'�Mc¢, f�� aalc�,u� l�� r,a�,�ar��q v�rN�W�V� �r�vc�a� �� '��'��w��aru 4�aw �;�A�a�roPc�t�� , �V°lr G�m� Ik��i��oah�reGs"�d7. �C"�Pu� +�Id� �r�'�t s��P�� iry� ��a+�aa�*��a�r ��wa�4wa,sy �r��j��d��r��wY:� Br� �� a^�� `Nr�o-xa:��r��ta.� ��ir��'�� p�c�lr�a��da�a� Yrp �k�i.a ��trrw��qt��a±�w � 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 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD May 19, 2014 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, May 19, 2014 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, Phil Gallivan, Leonard Herring, Barbara Russell and Lilia Bynum Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: George Campbell City Manager CONSENT AGENDA: 7. Consider recommending adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buyboard Purchasing Program for the acquisition of four (4) Chevrolet trucks for the Drainage, Water Production, Water Distribution, and Watershed Protection Departments; and providing an effective date (RFP 5559-Chevrolet trucks awarded to Caldwell Chevrolet in the amount of $102,709.00). Motion was made to approve item 7 by Board Member Herring with the second by Board Member Robinson. The vote was 6-0 approved. Adjournment 11:49 a.m. ORDINANCE NO. 201 �- AN QRDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHA.SE ORDER THROUGH THE BUY B�ARD C44PER.ATIVE PURCHASING NETWORK FOR THE ACQUISITI4N OF FTVE (5) CHEVR4LET HALF TON TRUCKS F�R THE CITY O� DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 5559 AWARDED T4 CALDWELL COUNTRY IN THE AMOUNT OF $126,871). WIIEREAS, pursuant ta Ordinance 2005-034, the Buy Board Caoperative Purchasing Network has solicited, received, and tabulated competitive bids �or the purchase of necessary materia.ls, equipment, supplies, or se�vices in accordance with the procedures of s�tate law on behalf of the City of Denton; and WHEREA�, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, ar services can be purchased by the Ciry through the Buy Boaxd Caoperative Purchasi�g Network programs a# 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 ser�ices approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The items shown in the "File Number" referenced herein and an file in affice of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 5559 Caldwell Country $12b,871 SECTION 2. By the acceptance and approvai of the itertas set forth in �he referenced file number, the City accepts the affer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items ar�d agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditians, specifications, standards, quantities and for the specified sums contained in the bid documents and related docutnents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should �the City and persons �ubmitting approved and accepted items set forth in #he referenced fiie number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Baard Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accardance with the terms, conditio�s, specifications and standards contained in the Proposal submitted to the Buy Boaz�d Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City oi Den#on, Texas hereby expressly delegates the authority to take any actions that may be required or pernutted to be perfoz'med by the City of Dentan under File SSS9 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the accepta�ce and approval of the items set forth in the referenced file number, the City Cauncil hereby authorizes the expenditure o� funds therefar in the amount and in accordance with the apprava� purcha�e orders or pursuant to a written contract made pursuant �liereto as authorized herein SECTION 6. This ordinance shall became effec�ive immediately upon its passage and approval. PASSED AND APPROVED this day of , 2014. CHRIS WATTS, MAYOR ATTE5T: JENNIFER WALTERS, CITY SECRETARY : '� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ' /� �._!% . , � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0175, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley June 3, 2014 SUBJECT Consider adoption of an ordinance providing for the expenditure of funds for the emergency purchase of a Peterbilt Roll-Off Refuse Truck with Wastequip Hoist and Tarper in accordance with provisions of State law exempting such purchases from requirements of competitive bidding; and providing an effective date (File 5560-awarded to Rush Truck Center, Crane in the amount of $174,419). FILE INFORMATION The Solid Waste Department purchased commercialroll-off truck SW0785 during Fiscal Year 2007-2008, and has used it as a front line collections truck since acquisition. The truck has slightly over 124,000 miles of service, and life to date maintenance costs are approaching $142,000. The unit is fully depreciated. On April 9, 2014, this truck was providing collection services in the field when an accident occurred. The driver had delivered a roll-off container to a customer site and was returning to the Landfill. At the time, the driver was unaware that the roll-off hoist on the truck remained in the up position. As the truck passed under a railroad crossing, the hoist came in contact with the railroad crossing structure, causing the truck to immediately stop. There was extensive damage to both the truck and the railroad crossing structure. An inspection of the truck damage has determined that the hoist is a total loss. The replacement cost would be approximately $48,000. Damage to the cab is estimated at approximately $9,500. The extent of damage to the frame has not been fully determined. The value of the truck, prior to the accident, was estimated to be $75,000. Therefore, staff has determined that it is not cost effective to repair the truck and the truck will be sold at auction. The City's Risk Retention Fund has provided $75,000 toward the purchase of a replacement truck. The Department maintains back-up units, which are available for use as needed when front line trucks are down for service and repairs. The back-up units are currently providing the front line service for the collection operations normally provided by SW0785. The Department's back-up units are older and require higher maintenance. Should any of the back-up units experience higher than anticipated downtime, there is a risk of having to provide collections services with fewer trucks. This would result in crews working additional hours and also put additional wear and tear on the remaining trucks. City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0175, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 FILE INFORMATION(CONTINUED) Therefore, in order to maintain continuity of service and ensure that the City meets the State of Texas Health and Safety Code requirements, staff is recommending the emergency purchase of a replacement roll-off truck. The Roll-off truck will be purchased using the Buy Board Cooperative Purchasing Network Contract 430-13. The Buy Board Cooperative Purchasing Network solicits, receives, and tabulates, competitive bids for the purchase of equipment and vehicles in accordance with the procedures of state law on behalf of the governmental entities. This provides a mechanism for the City of Denton to obtain a competitive price for the roll-off truck in an expedient manner. In order to expedite the delivery of the replacement truck, Purchase Order 168234 was issued to Rush Truck Center, Crane on May 22, 2014. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSION Utility department purchases are generally presented to the Public Utilities Board prior to Council approval, but due to the emergency nature of this item, the purchase of the truck will be presented to the Public Utilities Board at its June 9, 2014 meeting. RECOMMENDATION Approve the emergency purchase of a Peterbilt Roll-Off Refuse Truck with Wastequip Hoist and Tarper from Rush Truck Center, Crane in the amount of $174,419. Section 252.0022 of the Texas Local Government Code states that exceptions can be made to the competitive bidding requirement when procurement is necessary because of unforeseen damage to public machinery, equipment, or public property. PRINCIPAL PLACE OF BUSINESS Rush Truck Center, Crane San Antonio, TX ESTIMATED SCHEDULE OF PROJECT The truck is expected to be delivered within 45 days. FISCAL INFORMATION The purchase of the truck will be funded from the Solid Waste Vehicle and Equipment Fund account 665996665.1355.30100. Purchase Order 168234 has been issued to Rush Truck Center, Crane. EXHIBITS Exhibit l: Quote Exhibit 2: Ordinance with Emergency Declaration City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0175, Version: 1 Agenda Information Sheet June 3, 2014 Page 3 Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Vance Kemler at 349-8044. City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� TM Rush Truck Center, Crane PO Box 200105 EXHIBIT 1 TRUCK CENTERS San Antonio, Tx �a��o Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Make Peterbilt Model 365 Year 2014 Stock Number 222929 Additional Vehicle and Accessories Description To be delivered on or about 5/15/2014 New 2014 Peterbilt model 365SB Cummins X12 Diesel, Allison trans, 20 front 46 rear Painted Sirus White Effect. Mounted with a Wastequip AH60K Hoist and Tarper. Basic 2/200 warranty, Engine warranty 5/300 included Allison 5yr warranty. Ship to RTC Dallas for Cab Paint. Available on BuyBoard Contract #430-13 Quantity Truck Price per Unit F.E.T. (Factory & Dealer Paid) Net Sales Price Optional Extended Warranty(ies) State Sales Tax Documentary Fee Administration Fee Vehicle Inventory Tax Additional Taxes Tire Recycling Program Battery Disposal Fee Out of State Vehicle Fee Rebate(s) Total Sales Price (Including Rebate(s)) 1 $170,601.00 $0.00 $170,601.00 $3,768.00 $50.00 $174,419.00 Total $170,601.00 $0.00 $170,601.00 $3,768.00 $50.00 $174,419.00 Trade Allowance (see DISCLAIMER Below) $0.00 Sales Representative Hal Hollowav signature printed name Purchaser Accepted by Sales Manager or General Manager Quote good until 5/31/2014 signature title signature printed name date printed name Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer. DISCLAIMER: Any order based on this Proposal subjed to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and license fees subjed to adjustment and change. Adual F.E.T. to be paid by Dealer, subjed to adjustment. Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to refled any price increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subjed to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any specific inventory level. Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross negligence or intended miscondud of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle(s). Dealer may adjust Trade Value of Trade Vehicle(s) to refled changes in condition and/or mileaae of Trade Vehicle(s) between date of current appraisal and acceptance of this Proposal bv Customer. Printed on 5/7/2014 at 9:36 AM. ORDINANCE NO. 2014- AN ORDINANCE PROVIDING FOR THE EXPENDTTURE O�' FUNDS FOR THE EMERGENCY PURCHASE OF A PETERBILT ROLL-OFF REFUSE TRUCK WITH WASTEQUII' HDIST AND TARPER IN ACCORDANCE WITH PROVISIONS OF STATE LAW EXEMPTING SUCH PURCHASES FROM THE REQUIIZEMENTS OF COMPETITNE BIDDING; AND PROVIDING AN E��`ECTNE DATE (�ILE 5560-AWARllED TO RUSH TRUCK CENTER, CRANE 1N THE AMOUNT OF $174,419.) WHEREAS, State law and Denton City ordinance require that certain contract� requiring an expenditure or payment by the Ciry in an amount exceeding $50,000 be by competitive bi�s, except in the case where a procurement is necessary to preserve or protect the public health, or safety of the City's residents, or a procurement is necessary because o� unforeseen damage to public machinery, equipment or other property, where it becomes necessary �o act at once to appropriate money to relieve the necessity of the cit�zens of the City, as provided by Sections 252.p022{a}(2) and (3) af the Texas Local Government Code; and WHEREAS, the City Manager has recammended to the City Council that it is necessary ta purchase gaods or services due to the following einergency conditions autiined in the memorandum attached hereto, which is incorporated herein by reference; NOW, THEREFORE, THE COUNCIL OF THE CITY O�' DENTON HEREBY ORDAINS: �ECTI�N i. The recitations siated in the prea�ble above are hereby incorporated by zeference as a part of this Ordinazice. SECTION 2. The City Council herehy c�etermines that circumsta,nces exist that makes it necessary to act at once to appropriate money to provide for un�oreseen darnage to public praperty, machine�ry or equipment, or to preserve ar protect the public health or safety of the City's residents; and by reason thereof, the following emergency purchases af materials, equipment, suppiies or services, as described in the "�'ile Number" referenced herein and on file the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5560 Rush Truck Center, Crane $174,419 SECTION 3. Because of such emergency, the City Manager or his designee is hereby authorized to purchase the materials, equipment, supplies or services as described in the att�ched Purchase Order and to make payment therefore in tlie amounts therein stated, such emergency purchases being in accordance witY� the provisions of State law exempting such purchases by the Ciry from the requirements pf competitive bids. 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, Texas under File No. 5560 to the Ciiy Manager oi the City of Dentan, Texas, oar his designee. SECTION 5. This ordinance shall become effective immediately upon its passage and appro�al. PA�SED ANI? APPROVED this the day of CHRIS WATTS, MAYOR ATTEST: JENN�F'ER WALTERS, CITY SECRETARY � i/� �1 APPROVED AS TO LEGAL FORM: ANITA BURGE�S, CITY ATTORNEY : � � l/ ��%i 2014. EXH�BIT 2 Dsciara�ian o�an Ernerge�ey .r �», :. :'�::;..�. ::........... � v:: �s«.°�°:..��.e a-. . , . _,�a._....�... .......-� - . � � Ven�or: Rus� Peterbilt _ P►�ductf5arvi�e: Refus.e Coliectian Truck; vi+ith Rotl-offhois� Es�mated e�p�nditure,for thE,above e�mmodity Qr service: � $174,4I9 File #; .��....� Requisiti�n �: f,�,,,,19�i86 --, Date: 1VIa�5,�20:1:4 Itiitiai ail entries beloru that app�y to th� p:ropased purchase, under the Purcl�asing Procedures as passed by City Covt�cil, (Ivlbre;than..one ent .ry may appl�:): '1. �.Y. Eriiergency situatio�s, including procurernenfs necess�ry �o protect the publ'ic: health or safety ar in resporrse to a p�blie calamity; �.: X A; procurement :riecessary'because o.f :u:n�areseen darr�age to p�b�ic. equ:ip�nent, _ _ -� machinery, or other praperty;. Brie�Descri tion/Justi�eation for'exce t�on: Respectft�li� Subr�itted by, Reviewad:�y: �, � . �� '�` __ Department Dir.ectac ___ Date: �I�n �:Broek Date Pu.rchasing, Man. ager _ _ ___ _, _.... , : _ This for�n :must:be a�ached tc� a pur.chase requ�i�ition if thQ expenditure is nnder �50,O�i{f. This for�n� muSt' be atEached to a com�tet�d Agenda Tnfonnatic�n Sheet if the expe�difure exceeds �so,��a. �; ' 'I , � � �, EXHIBIT 2 Declaration of an Emergency Vendor: Rush Peterbilt Product/Service: Refuse Collection Truck, with Roll-off hoist Estimated expenditure for the above commodity or service: $ $174,419 File #: SSfQ Requisition #: 119086 Date: Mav 16, 2014 Initial all entries below that apply to the proposed purchase, under the Purchasing Procedures as passed by City Council. (More than one entry may apply.) 1 . .................X �� Emergency situations, including procurements necessary to protect the public health or safety or in response to a public calamity; A procurement necessary because of unforeseen damage to public equipment, machinery, or other property; Brief Description/Justification for exception: A 2007 Peterbilt solid waste refuse collection truck, Unit # SW0785, was involved in an accident �±:x�i��N�,Nr��, �,��:�� r��,��i��p��<a�e rtB��t�_��w,�n�<�sw�,�tcr�7�mr��l �a� n��t�l��. c��;�r��i�ai�:��ily w��:�il��c� ��a rc�a%N° �,��r��i �� a ro�a��N i�,�1. i��r�� a4aN�9 ��rx ��NwvwM�� alrrc��._�r..��o,� i� u�k i� �� aa�l�° C`�a�� Iws: c��ll��;�ic��a �>I. solid waste in the citv of Denton and is a critica) asset needed to meet the State of Texas Health and �.�Ic,t:�" �-. w _,��ec��, ��aa�i�a:��i�t� cai"t.�� .,i�r, ��r�a� t:A��a�« I�r� ��Nici V�v°��s��l�;��at�r��r�1W�?vl��cl7 i�m,l�i� �a�ml�. ��.r�ra��. ��a��r�i�°�° f��° ��rt�awai�;i �r�D ��ali�:i �v��:�4c. �c�19�c4is�i7. el� tl�i:� ��e�e.xc��°�t w��;� ��1irm°�,�,a.�,n� ��o��G �� mc��r�kz��,.'�v�� ,�a ��,dwt;,r��N�e �{.� lr� �ru��l�N wtN�i„wv�lrr��ww��c�m��r��,�r ��MA�rI� �ai'" ��ar�N��A��. �1�; �1��;��c�<:i 1'��w�w�:��re��, f �aa�a �fl��9wrn�¢M�,6 ��Aa �ar��;� Fa��a� . ��rwc�c.�� ul�s �at�u�l..��uici+�lwr:r�� C��.��°��c�l� <��c��r�ic�o�:� ta� �;�z.d��l�a��, }� replacement vehicle. Respectfully Submitted by, Reviewed byr �. �� .�� ,� � � � �a ��"� � � �� Department Director Date ��I�c�i� 1"�. Brock Date Purchasing Manager This form must be attached to a purchase requisition if the expenditure is under $50,000. This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds $50,000. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0176, Version: 1 Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Date: John Cabrales, Jr. June 3, 2014 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from John Lenz, representing Chident Holdings, LLC, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Economic Development Partnership Board recommends approval6-0. BACKGROUND City Council approved the changes to the Downtown reinvestment Grant Program on January 10, 2012. The 2013-2014 program received $100,000 from the General Fund; $50,000 was left from last year's budget, leaving a balance at the beginning of the year of $150,000. The Downtown Task Force has recommended $45,000 for projects in this fiscal year. Available funds are $105,000. Applicant: Ian and John Lenz, Denton, Texas Ian and John Lenz purchased 331 E. Hickory (Former Barney's location) earlier this year. Plans include: • Renovating and repairing the current structure • Expanding the building from 1,400 to 3,100 square feet • Replacing the roof • Upgrade and replace plumbing, electrical and gas service • Adding a patio and stage area in the back ESTIMATED SCHEDULE OF PROJECT The project should be completed by the beginning of 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 20, 2014, the Downtown Task Force reviewed the grant application and recommended a grant in the amount of $25,000 for fa�ade improvements, new construction, roof replacement and utility improvements. City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0176, Version: 1 The motion was approved 14-0. On May 6, 2014, the Economic Development Partnership Board reviewed the grant application and recommends a grant in the amount of $25,000 for fa�ade improvements, new construction, roof replacement and utility improvements. The motion was approved 6-0. Agenda Information Sheet June 3, 2014 Page 2 FISCAL INFORMATION The total cost of the project is $304,000. A$25,000 grant represents a return on investment of $1:$12 (does not include purchase price). EXHIBITS 1. Grant Application 2. Average Score Sheet 3. Downtown Task Force Minutes 4. Economic Development Partnership Board Minutes 5. Ordinance and Agreement Respectfully submitted: Aimee Bissett, Director Economic Development Prepared by: Julie Glover Economic Development Program Administrator City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� CITY �� EXHIBIT 1 CITY OF D�NTOIV REnvv�s�rma�rrr G�.vT PRO��n�[ APPLICATION City of Deutan gpartpo.ont vf Econamia Development 215 B. 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McKinney Street Minutes After determining that a quorum was present, the Downtown Task Force convened on Thursday, March 20, 2014 at 8:33 a.m. in the City Hall Work Session Room, 315 W. McKinney Street, Denton, Texas. PRESENT: Marty Rivers, Monte Jensen, Melissa Lenaburg, Peggy Capps, Brandon Martino, Margaret Chalfant, Brock McKnight, Beth Lewis, Greg Johnson, Bob Moses, Kate Lynass, Hank Dickenson, Don Lee, and Alex Payne EX-OFFICO: Glen Farris ABSENT: Herbert Holl STAFF PRESENT: John Cabrales, Aimee Bissett, Julie Glover, Christina Davis, Adam Gawarecki, and Karen Boenker GUESTS: Kim Phillips, Denton Convention and Visitors Bureau; Ron Menguita, City's Development Review Committee Administrator 1. Approved minutes from January 17, 2014 meeting. Capps motioned approval of the January 17, 2014 minutes. The motion was seconded by Martino and carried unanimously (14 - 0). 2. Received a report and held a discussion on Wayfinding. Ron Menguita, City's Development Review Committee Administrator, presented the project background and the reason wayfinding is needed. Staff is currently working with a consultant on the engineering side of the project to meet TXDOT and other safety requirements. Menguita's presentation included the consultant's workflow, outlining current timelines to produce and install the signs, illustrations of the proposed signs, and the proposed locations for the new signs. Current goals are to get input from the public and City Council, then make adjustment to the projects based on input from those groups. They will follow up with a bid for construction in late summer followed by installation as recommended. 3. Received a report and held a discussion regarding a Downtown Reinvestment Grant Program Application for 331 E. Hickory St. Glover presented a brief history on the building located at 331 E. Hickory St. Then continued her presentation by outlining the applicant's proposed improvements, their budget, and included a rendering depicting the finished project. The applicant submitted eligible expenses of $130,248 for the fa�ade, new construction, and utility upgrades. The project is estimated to cost more than $304,219, will employ about 15 employees, and they expect the construction to be complete about five months after approval of the grant. 4. Received a report and held a discussion regarding a Downtown Reinvestment Grant Program Application for 123 N. Elm St. Glover presented a brief history on the building and its ownership, located at 123 N. Elm St., stating that it does have a historical marker. She outlining the applicant's proposed improvements, their budget, and included renderings depicting the finished project. The applicant has met with the Historic Landmark Commission regarding the proposed updates and improvements to the building. Their plan is to expose the exterior and interior brick that has been painted. The two residential spaces on the Cedar Street side of the building are leased and in good conditions, while the three on the top floor need renovations. The Real T Team and Scott Brown Group Leasing will reside in the space on the ground floor. They submitted eligible expenses of $96,688 for the fa�ade and awnings. The project is estimated to cost $250,000. 5. Received a report and held a discussion regarding a Downtown sign Grant Program Application for 510 S. Locust St. Glover presented a brief history on the sign grant program, followed by the applicant's business and the proposed update to the current sign. Eligible expenses are $1,223. 6. Held a discussion regarding recent Economic Development Partnership Board (EDP Board) recommendations to grant and scoring system. Glover reviewed the current grant criteria and how grants are scored, then updated the Task Force on discussions regarding the grant program that were held at a recent EDP Board meeting. Johnson also commented expanding on Glover's comments, that the EDP Board feels the grant program should be a"needs" base grants instead of a reinvestment based award. Glover stated that the grant was initially created as a tool to influence design and incentivize redevelopment in the downtown area. After a lengthy discussion regarding the need vs. reimbursement, it was determined that staff should have a work session with the EDP Board regarding the grant program and include any written discussion from the Task Force in the debate of whether the grant program be based on need vs. reinvestment. 7. Staff report a. Openings: Cafe Herrera and Thai Squared b. Coming soon: Hoochie's is moving into the former Burguesa location, Painting with a Twist will open in the former Square Donuts building. c. Closings: Sweetwater's has sold and will close for two months for remodeling; the owner of RT's has purchased the restaurant/bar. d. Updates: Denton Downtowners have received a Neighborhood Empowerment Grant to install custom designed bike racks downtown. The custom design is fabricated to look like a lower case "d" with a music note as the cutout in the body of the letter. The Downtowners are working with city staff to determine the best location utilizing existing rack maps and input from local bike groups. e. Upcoming events: Taste of North Texas is tonight, Denton County Birthday and the Redbud Festival are 4/12, and Arts & Jazz Festival is later this month. f. Next meeting— April 10, 2014 CLOSED SESSION Task Force entered into Closed Session at 9:33 a.m. 8. Reviewed a Downtown Reinvestment Grant Program Application grant for 331 E. Hickory St. 9. Reviewed a Downtown Reinvestment Grant Program Application grant for 123 N. Elm St. 10. Reviewed a Downtown Sign Grant for 510 S. Locust St. OPEN SESSION Task Force returned to Open Session at 9:47 a.m. 11. Make a recommendation to the City Manager regarding a request for a Downtown Reinvestment Grant Program Application grant for 331 E. Hickory St. Chalfant made a motion to recommend that the Economic Development Partnership Board approves the request for a Downtown Reinvestment Grant Program grant for the property located at 331 E. Hickory St. in the amount of $25,000 for facade/building/awnings, and impact fees. The motion was seconded by Capps and carried unanimously (14 - 0). 12. Make a recommendation to the City Manager regarding a request for a Downtown Reinvestment Grant Program Application grant for 123 N. Elm St. Lynass made a motion to recommend to the City Manager to approve the request for a Downtown Reinvestment Grant Program grant for the property located at 123 N. Elm St. in the amount of $10,000 for facade/building/awnings, and impact fees. The motion was seconded by Lenaburg and carried unanimously (14-0). 13. Make a recommendation to staff regarding a request for a sign grant for 510 S. Locust St. Capps made a motion to recommend to staff to approve the request for a Sign Grant for the property located at 510 S. Locust St. in the amount of $500 for a sign. The motion was seconded by Lenaburg and carried unanimously (14-0). 14. Meeting Adjourned at 9:50 A.M. EXHIBIT 4 MINUTES CITY OF DENTON ECONOMIC DEVELOPMENT PARTNERSHIP BOARD April 1, 2014 After determining that a quorum was present, the Economic Development Partnership Board convened on Tuesday, May 6, 2014 at 12:00 p.m. The location of the meeting will be the Chamber of Commerce at 414 West Parkway, Denton, TX, 76201 . PRESENT: Virgil Strange, Dalton Gregory, Carrell Ann Simmons, Cleve Breedlove, Greg Johnson, and Mark Burroughs ABSENT: Neal Smatresk, Caleb O'Rear, and Jim Fykes EX-OFFICIO: Present: Jamie Wilson, Chuck Carpenter Absent: George Campbell STAFF PRESENT: Bryan Langley, John Cabrales, Aimee Bissett, Christina Davis, Julie Glover, Erica Sullivan, Adam Gawarecki, Karen Boenker, and Brian Daskam GUESTS: Tom McCoy, University of North Texas REGULAR SESSION 1. Consider approval of the minutes of the April 1, 2014 meeting. Simmons motioned to approve the minutes of the April 1, 2014 meeting as presented. Breedlove seconded the motion. The minutes were approved unanimously with a vote of 6-0. 2. Receive a report, hold a discussion, and make a recommendation to City Council on the City's Tax Abatement Policy. The City of Denton first adopted a Tax Abatement Policy in 1989 and is required to renew/adopt a Tax Abatement Policy every two years. The current policy is up for renewal. The City Council and the EDP Board have indicated an interest in broadening the policy to implement a wider range of incentive programs. Both the Council and the Board gave staff direction to continue pursuing a broader policy and to further explore creative incentive programs. At a joint meeting of the EDP Board and the City Council on April 7, 2014, a draft policy was presented and staff was given direction to proceed with the new policy. Bissett reviewed the proposed changes to the 2012 Tax Abatement Policy (R2012-009), the redlined 2014 Tax Abatement and Incentive Policy, presented the final 2014 Tax Abatement and Incentive Policy. Breedlove made a motion that the EDP Board recommend to the City Council approve the City's Tax Abatement Policy. Burroughs seconded the motion. The motion was approved unanimously with a vote of 6-0. 3. Receive a report, hold a discussion, and make a recommendation to staff regarding nominations for the Business Awards Breakfast. Each year the Board recognizes a local business for its contribution to the economic growth and prosperity of the Denton community with a focus on public private partnership investment in the City of Denton. Recipient selection criteria previously adopted by the Board is utilized to aid in the nomination and selection of a recipient company. After reviewing previous recipients, the criteria, and eligible businesses a motion was made. Breedlove made a motion that the EDP Board recognizes Tetra Pak for their contributions to the community. Gregory seconded the motion and the motion was approved unanimously with a vote of 6-0. 4. Receive a report, hold a discussion, and give staff direction regarding expenditures for the Sriracha recruitment initiative. Bissett reported that on April 30t", the Economic Development Department received a letter from Huy Fong Foods inviting us to visit the facility and talk to them about what Denton has to offer. They continue to have trouble with their current location and have announced that they are considering a relocation and/or expansion. The State of Texas is actively seeking to recruit them. Existing budget items will cover necessary travel and the team will schedule other recruitment visits while in the area, in order to maximize time and resources. However, there is a unique opportunity with this initiative to gain considerable earned media, especially if we can stand out among other Texas cities with a unique approach. The idea is to build off of the grassroots effort that started last fall to showcase Denton's creativity and business-friendly attitude to the world. Campaign components include a social media strategy, website, logo, video, and send-off party for the team. We estimate all expenses for the campaign to be around $10,000 to have an outside firm handle the quick turnaround, professional presentation, and quality that we are aiming for. The Chamber ED has around $1 1,000 left in their 2012-13 City allocation. Staff would like EDP's direction on the use of resources for a campaign and initiative for the Sriracha recruitment. In open discussion the Board expressed its approval of the social media exposure to date and that we, as a community, need to pull the attention back to Denton, as we initiated the contact with Huy Fong Foods regarding Sriracha. Staff was directed to move forward with their marketing and recruitment visits to California utilizing the available funds from the Chamber ED fund. 5. Receive a report and hold a discussion regarding a Downtown Reinvestment Grant Application for 331 W. Hickory Street. Glover reported that the correct address 331 E. Hickory Street. On March 20, the Downtown Task Force reviewed the grant application and recommended a grant in the amount of $25,000 for fa�ade improvements, new construction, roof replacement and utility improvements. The motion was approved 14-0. The applicants, John Lenz and lan Lenz, were present to respond to questions from the Board. The applicants purchased 331 E. Hickory (Former Barney's location) earlier this year. Plans include: renovating and repairing the current structure; expanding the building from 1,400 to 3,100 square feet; replacing the roof; upgrade and replace plumbing, electrical and gas service; adding a patio and stage area in the back. John Lenz described, in greater detail, their plans for the space, the research and due diligence they have put into this project. They have the support of the surrounding businesses and are already making plans with food and entertainment vendors. Glover continued to report that the total cost of the project is $304,000. A$25,000 grant represents a return on investment of $1 :$12. 6. Staff Reports Bissett a. Report on sales tax history was at the request of Jim Fykes, we will hold this over to the next meeting. Gawarecki b. Reviewed projects on Chamber ED Activity Report Entered CLOSED SESSION at 12:42 p.m. Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551 .087. 7. THIS ITEM WAS MOVED TO OPEN SESSION AS IT WAS PRESENTED IN OPEN WORK SESSION TO THE CITY COUNCIL ON MAY 5. 8. Receive a report, hold a discussion, and give staff direction regarding proposed amendments to the economic development incentive agreement for Golden Triangle Mall. This discussion shall include commercial and financial information the City has received from Golden Triangle Mall owners which the City seeks to have locate, stay, or expand in or near the territory of the city, and with which the Economic Development Partnership Board is conducting economic development negotiations; including the offer of financial or other incentive (Bissett) Returned to REGULAR SESSION at 12:57 p.m. 9. Make a recommendation to the City Council regarding a Downtown Reinvestment Grant Application for 331 E. Hickory Street. Simmons motioned that the EDP Board recommend to the City Council approval of a request for a Downtown Reinvestment Grant, in the amount of $25,000, to 331 E. Hickory Street with the condition that no payment is made until the project receives its Certificate of Occupancy. Breedlove seconded the motion. The motion was approved with a vote of 6-0. 10. Receive a report, hold a discussion, and give staff direction regarding the creation of a public improvement district and proposed amendments to the economic development incentive agreements for the Rayzor Ranch mixed-use development. This discussion shall include commercial and financial information the City has received from Rayzor Ranch developers which the City seeks to have locate, stay, or expand in or near the territory of the city, and with which the Economic Development Partnership Board is conducting economic development negotiations; including the offer of financial or other incentive. [insert information from slide presentation and AIS] After minimal discussion and general comments about procedures, a motion was made. Breedlove made a motion to direct staff to creation a public improvement district and amend the economic development incentive agreements for the Rayzor Ranch mixed-use development as presented. Gregory seconded the motion and the motion was approved unanimously with a vote of 6-0. 1 1. Make a a recommendation to City Council regarding an amendment to the program grant agreement for Golden Triangle Mall. Gregory made a motion that the EDP Board recommend to the City Council, approval of the propsed amendments to the economic development incentive agreement for Golden Triangle Mall. Gregory seconded the motion and the motion was approved unanimously with a vote of 6-0. 1 2. Meeting Adjourned at 1:12 P.M. s:Alegal\our dcrcurnents\ordina��cesll4\331 c hick�»y c�rclir�ax�ce.doc ORDINANCE NO. Al`�I ORDINANCE C7F TE�E CITY COL1I'�1CIL O�{ T�-tE CITY (7F DENTC7N, "I"EXAS, APPRCrVING E1 GRANT APPLICA�I'IC1N F�ROM JOI-�I L�I�1Z, REPRESEN'I'iN(� CI-IIDCN'I' HOL;L7INGS, LLG, F'ROM rI,IiE DOWNTOWN REINVES"TM��NT G�2ANT PR(7CxRAM NO"I' TO EXCEED $25,000; AI�iI7 PPOVIT)INC� I�OR A:N El?F'ECTIVE DA"I'F;. WHERE�S, on April .�,, 2007, tl�e City Cou11ci1 apprc7vec� a Downtc�wn 1:ncentive Reimbursement 1'rc�gram by Ordinance No. 2007-072; and WHEREAS, an Decernber 6, 2a 1 l, the City Council apprc�ved changes ta the Downtown Reinvestment CJrant I'rogram by Ordinallce No. 2012-001; and WI.IEF�;AS, John I1en� applied f:or a$25,000 grant; NOW, 'I'I-�E�t�;FORF,, TF-�E COUI�ICII., (7�f� THL; CITY C)1� D�N'I"ON IIEI2.F�BY ORDAINS: SEC"T`ION 1. Th� Ciiy Council af� the C'i�ty �f" iJent�r� herek�y apprc�ves the ��rec�ment attached heretowith fratn .Tohn Lenz in an amaunt nat to exceed $25,000 from the Downtc�wn. Incentive ��eimbursement Crant Program. SECTI01�1 2. The City Manager, or his designee, is hereby autlle�rired to execute the A�;reernent and ta carry aut the duties and respansibilities af the City, including the expenditure of fui�ds as pravided in the �greernent. SEC'T'IO�N 3. This �rciinance sl�all �recc�me effec�ive irnmedia�t�ly upern its passa�c and appraval. PASSED ANI7 A�'I?��OVED this t�he ciay of , 2014. CI-iF21S WA"I"TS, MAY(7I2 AT"I"EST: JENNI��'E�R WALTL;I�S, CI"I°Y SEC��7'AI�Y � AP�'I:.OVED AS TO I.,EGAL F'C7I2M: ANITA BUItGESS, CITY A'I"'['ORNEY � � �,.. w � w � , w,�� B Y; �" �.;�� ,�, -,� �:.� �' ^"�^"� ,°^�--- � �,� " � �,a��u�, , �' S:\Ecanamic Development\INCENTIVES\Dawntawn Grant Agreemen�s\331 E. Hickary\331 E. Hicl�ary Agreement.doc DOWNTOWN I2EIMBURSEIVIENT GRANT Il'�CENTIVE AGREEMENT This Dawntown 12eii�vestment Crant Agreement (t11e "A��reement") is entered inta by and betwcen the City crf L7en�ta�n, Texas (the "City"), duly actin� herein by and through its Mayor, and Jahn Lenz, representin�; Cl7ident Holdin�s, LLC (th� "G�rantee"), duly �uthorized to da business anc� in gaad standing in the State of Texas, duly acting herein by and through its au- thorized ofticer. WHF;REAS, the Cit�y has acic�pted a resolutian which provides t��at it elects ta be eli��il�le ic� participate in r�awYltcrwn reinvesttnent �rant incentives anci has adopted �;uideiines and criteria gaverning dawntc7wn reinvestment grant ir7centive agreements known as tlze Denton L7awntown Reinvestment Grant Incentive I'rogram; and WHEREAS, on the 3"� day of A�pril, 2007, the City Coulicil of Derlton, T"exas (the `°City C�u�1ci1") a�dapted the Dentan Dawntc�wn Tr�ceniive Reimbu�rsement £'ro�ranz (ihe "Pro�;ram"), a cc�py c��f wl�ich is on file in the City ai� Dentan Ecanamic Develapinez�t Office anc� which is in- corporatcd herein by reference; and VJI�EREAS, the Dentan Downtown Incentive Reimbursement Pragrarn Pc�licy consti- t�utes apprapriate "�;uid�line5 and criteria" �r�verning dawntawn reinvestinent �;rant ii�centive a�greements to be entered into by the City; a��d WHEREAS on October 13, 2011, ihe Dovvntown Task Force recam�nended changes to the ori�;i�1a1 Downtown l�ncentive Reim�ursemer7t Gra�nt� Program; an� WHEREAS an Navem�rer 1, 2011, tlze Ecanomic Develapnzent Partnersl�ip Board rec- an�mended i�l�e changes ta ti�e City Ccruncil af tl�e C-ity c�i L7enion, incluc�ing changing the name af tl�e pragram ta "Dawntown Reinvestment Grant Pragram" (the "Program") and WHER�AS, on Decemkrer 6, 201 �l, the C�ity Coul7cil apprc�ved said chan��es to t17e Liown- taw��1 Rcinvesttnent Gr�nt PrU�rarn; NOW, TI'��EREFORF, WHERFAS, the C)wner will be the Owner, as af the Effective Date (as hereinafter de- fined), which status is a conditian precedent, af` certain real praperty, mc�re particularly described in Exhibit "E1" attached hereto and incarparated herein by ref`erence and made a part c�f this Agreement for all purpases (�he "£'�remises") as of the Tffective 17ate; and WHERI�� S, an the 27t}' day af February, 2014, (7wner submitted an app�icatian for rein- vestn�ent with various attachments to ihe City concer�nin� tlie contemplated use af t�he Premises (the "Appl�ication"), wlzich is att�ached l�eretc� and incorparated hereitz by reference as Exhibi�t "B", and. WHEREAS, tl�e Ci�y Council iinds that� the ccrntemplated use of ihe Premises, tl�e Con- te�YZ�lated Impravements (as hereinaf�ter deEincd) to tl�e I'remises as set forth in this Agreement, and tl�e ather terms hereof are cansistent with enc�ura�ir�� developme�nt in accordance w�ith the _... ........... . .......... _ .,�„� ,� �, ,�,.� � �� ww� wwu�m uw� o�u�w � S:\Ecanomic I7evelopinent\INCET�ITIVES\Dawntawn Grant Agreements\331 E. Hickary\331 E. 1�Iickary Agree�nent.dac purpases and are in campliance with the C7rdinance and Pro�;ram and similar guidelines and cri- teria adopted by the Ciiy anc� all applicable law; NOW, THEREF(JRE, the City and Owner far and in consideration of the premises and the promises cantained herein do hereby cc�ntract, covenant, and a�ree as f'ollows: I. TEKMS AND CfJIr1DITI(JNS OF REIMBURSEMENT A. In cansideratian af and subject to the Owner ineeting all the terms and conditians of reimbursement set fartl� herein, the City hereby grants the following reinxbursement: 1. A reitnbursem�nt in an amount zlot to exceed $25,OOQ attxibutable tcr new ca�ital inve��strn�n�ts, as ]zereinaf"ter described, being canstruct�ed on the Premises. F3. A condition of the Reimbursement is that�, by June 30, 2015 (subject to f'orce majeure delays nc�t ta exceed 180 days), a capital investment in the farin of fa�ade wark and utility upgrades, as described in E�hibit "B" be constructed on the Premises. Far tlie purposes af this paragraph, the term "farce rnajeure" shall mean any circumstance ar any canditian beyond the cant�ral of Owner, as set fo�rtl� in 5ectian XXI "Force Majeure" which makes it impc�ssible to meet the abave-mentianed threshalds. C. The term `"capital investment" is detined as the canstruction, renavation at�d equipping of farade warlc, awnings and impact fees, as described in Exhibit "C" (the "Improve- znei�ts on the F'remises", the "Contemplated Irnproven�ents" or "ln7provements") tc� ilzclude costs related to the cc�nstructian af the Impravernents an the �'remises. D. A canditicrn of the Reimbu�rsen�ent is that ti�he Contemp�lated Improvernents be constructed and the Premises be used substantially in acc�rdance with the descriptian af'the pra- ject set f�rth in Exhibit "B". ment. E. Own�r agr�es to cc�mply with a11 the terms and candiiions set farth in this Agree- IT. CONDITION OF REIMBtJRSEMENT A. At the time af the award af the �'rrant, all ad valorem real praperty taxes with re- spect ta said property awned within the City shali be current. B. Priar to the a�ward af the Crrant, Grantee shal�l 17ave cc�nstructed tlie C'apital Im- provements as specified in Exhibit "B". I!!.� Page 2 S:AEconomic Development\IN�GEN�TIVES\Downtawn Grant Agreements\331 E. Hickary\331 E. Hickory Agreernent.doc REC(JRDS AND EVAI,UATI01�1 Or PROJECT A. The Owner shall pravide access and authorize inspection c�f the Premises by City emplaye�s and a11ow sufficient inspectic�n affinancial infc�rma�tion related to canstructic��n �f'the Impravements to insure that the Impravements are made and the thresholds are met accarding to the specifications and conditic�ns of'this A�;reement. Such inspections shal� be dc�ne in a way that will not intertere with Ow�ner's business operatiar�s. GENEFZAL PR(7VISIONS A, The City has determined tllat it has adapted guidelines and criteria far the Down- town Reinvesiment Grant Pra�rai7i agreements for the City to allaw it ta enter into this A�ree- ment containin� the terms set t'arth herein. �. The City i�as detern�iiied that procedures fallawed by the Ciiy canforrn to the re- quirements af the Cade and the Palicy, and have been and will be undertaken in coardination with Owner's corpc�rate, public el�playee, and business relations requirements. C. Neither the P'remises nor any of the Imprav�ments covered by this Agreement are owned or leased by any men7ber of the City Cauncil, any member of the City Planning and Zon- ing Cammission of the City, or any member of'the governing body af any ta�ing units jcrining in or adapting this Agreelnent. I). In the event crf aliy conflict between the City zaning ardinances, ar other City or- dinances or regulations, and this A�reement, such ardillances ar regulatians shall contral, V. NOTICE A11 notices called for or required �by tl�is Agreement sha11 be addressed ta the foilowin�;, or such ot�her part�y ar address as either party desigitated in writing, by certified n7ai1 postage prc;- pare, by l�and delivery or via facsimile: GRAI'�TEE: Jahn Lenz Chident Holdings, LLC 3315 Miracle Lane Flawer Mound, "1 exas 75022 Page 3 CITY: Creor�e C. Ca�mpbell, Gi�y Manager City of De�nton 21 S Eas� McKinney I7enton, Texas 76201 Fax Na. 940.349.$596 S:\Ecanomic Develapment\INCENTIVES\L7awntown Grant A�reements\331 E. Hickary\331 E. Hickory Agreement.dac VI. CITY COUNCIL AUTHORIZATICIN This Agreement was authorized by the City Council by passage af an enabling ardinance at its meeting on the 3rd day c�f`.Tune, 2014, authorizing tl�e Mayor to execute this A�r�ernent on behalf of the City, a cc7py o�f` whicl7 is attached hereta and inccrrporated herein by reference as F_',xl�ibit "D" vlr. SEVERABIILTY In the eveni any sectic�n, su�bsectian, parag�raph, sentence, phrase or word is heid invalid, ille�al or uncanstitutiai�al, the balance af this A�,reement shall stand, shall be entorceable and. shall be read as if'the parties iniended at all iimes to delete said ir�valid s�ctic�n, subsection, para- �ra}�h, sentence, pl7rase, or word. In the event that (i) the term of the Grant with respect ta any property is longer than allowed by 1aw, ar (ii) the Grant applies to a brc�ader classificatic�n of property than is allowed by law, then the Grar�t shall be val�id with respect ta the classification oi p�roperty abated hereund�r, and the partiat� of the term, that is allowed by law. VIII. OW11�i�R S'1 ANDINC Owner, as a party to this Agreement, shall be deemed a praper and necessary party in any litigatian questioning or cl�allen�;ing the validity a1^ thf s A�;reement or any of` the underlyin� ar- dinances, resalutians, or City Co�,�ncil actians autharizing sarne and Clwner shall be entitied to intervene in said litigatian. IX. APPLICABLE I.AW This Agreenzent shall be con�trlied under the laws of' the State of Texas and is fully per- farrnable in I7entan County, Texas. Venue fc7r any actian under this A�;reement shall be in I7en- tan County, K. E2�ITIRE AGREEMENT This instr�ument with the attached e�hibits cc�ntains ihe entire agreement between ihe �ar- ties witll respect to the transaction contemplated in this Agreement. XI. BINI7ING This Agreement shall �e binding an the parties and the respective successars, assigns, heirs, and 1ega1 represei��tatives. Page 4 .... .. ....... ... .. ..... . . „ ,,,,,, , _„ _ _.,,.� � w�,. � ,..w„ �„�� , mm mm �� .w�W�o�w m ww �w�mwww � u�m mrt�r�awm S:AEconomic Devela�ment\IN�CENTIVES\Dawntawn Grant A��reements\331 E. Hickory\331 F'. Hickory Agreement.dc�c XII. GOUNTERPARTS This Agreement may be executed in counterparts, each af which sha11 be deemed an arig- inal, b�it all oi' wllich together shall constit�ute ane and the same inst�rument. XIII. SECTION AND OT'HER HEADINGS Section or ather headir7gs contained in this Agreement are for reference purposes anly and sha11 not affect in any way tlie meanzng ar interpr�tation af this Agreement. XIV. NO JOINT VENTURE Nathing contained in this Agreement is intended by the parties to create a partnership or joint vc�ixture between the parties, and any ilz7�alicatioti ta the ccrt7trary is hereby disavowed. Xx . AMENDMENT This ��;reement may k�e mc�dified by the parties hereto ta include ather �rovisians which coL�ld i7a�ve origii�ally bee�n included in this Agreement� or ta delete pravisians that were not c�rig- inally necessary ta this Agreement. X�I. FORCE MAJEURE If, because af flc�ad, �re, explasions, civil disturbances, strikes, war, acts of` Gad, ar otl�er causes beyand the cantral af either Party, either Party is nat able to perfarm any or all af its obli- gations under this Agreement, then the respective Party's abligations hereunder shall be sus- �ended during such period but for na longer than such periacl of time when the party is unable to �erform. Page 5 S:\Econarnic Develapn�ent\INCENTIVES\Dawntown Grant Agreements\331 E. Hickory\331 E. Hic�ory Agreement.doc This A�reement is executed ta be effective 30 days at�ter the e�ecuted date of the day of , 2014, (th� "Eff'eetiv�e I7ate") �by duly autharized of%cials c�f the City and f)wner. PASSED AND APPROVED tl�is the day of , 2014 �ITY OF DENTON GEORGE C. CAMPBELL, CITY MANAGER ATT'EST: JENI�IIFER WALTERS, CI"I,Y SEC'RETARY B�'; API'ROVED AS T() LEGAL FORM: ANITA BURCrESS, CITY ATTORNF,Y �� ,� �,� �.� �� ,'y 13Y: ��- � �,�° � �.�� -� �� .�� -� �w P �. ��'„� � �r � . � ' � ,� �� ; � � ��.. , ,�� '" .� �,(�i�-IN LFT�J1, OWN�,�,,y �°` _ ��- Page C S:\Ecc�nomic Develapment\INCENTIVES\Dc�wntawn Grant Agreements\331 E. Hickary\331 E. Hickary A�reement.dac STATE OF TEXAS COUNTY C7F DEI�ITON Befare me, the undersigned autharity, a 1"�lotary Public in and f`ar said State c�f �I'exas, on this d�y persar�ally appe�ared C�ear�e C. Campbell, City Manager for t�he City of Denton, �know�n to me ta be the persc7n wha signed and executed the foregaing instrument, and acknawledged to ine ihat this instrunzent was executed for the purposes a�nd c�nsideratian therein express�d. Given under my hand and seal of off`rce this the day of , 2014. N�atary Public in and for the St�ate crf Tea�as My Cammission Expires: _ �'age 7 S:\Ecc�narnic Develapment\INCENTIVES\Downtown Grai�t Agreements\331 E. EIickory\331 E. FIicl�ory Agreement,doc STATE OF TE�AS COUNTY OF 1JENTON Before me, the undersigned autharity, a PJotary Public in and for said State af Texas, an this day pe1•sonally appeared .Tolz» Lenz, Ow��er, known ta n7e ta be the person who si�ned a�7d ex- ecuied the f�oregoin� ii�strument, and acknowled�;ecl to m� thai this insirum�nt was executc,c� for the purposes and cansideratian therein expressed. Given under my hand ancl seal af office this the day of �, 2014. � �� " �� .� R; � .... .� Page 8 � � . � N�tary I'Ltblic in aizd fcrr the State af ��,��"" My Gommission Expires; � � �� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0179, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Office CM: Date: George C. Campbell June 3, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton and the Collegiate Entrepreneurs' Organization of the University of North Texas for reimbursement of costs associated with the TEDXUNT Event on Apri126, 2014; authorizing and ratifying the expenditure of funds; and providing for an effective date. ($1,470) BACKGROUND This agreement allows for the total expenditure of $1,470 from Council Contingency Funds. (Mayor Pro Tem Kamp $120, Council Member Gregory $150, Council Member Roden $1,000 and Council Member Hawkins $200) (Pete Kamp requested the designation of her contingency funds on April 30, 2014, prior to her last day on council.) Key provisions of the agreement include: • Funds shall be used by the Organization towards the purchase of T-shirts for the event. • In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from Council contingency fund accounts. EXHIBITS 1. Ordinance 2. Agreement City Manager Respectfully submitted: George C. Campbell City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0179, Version: 1 Prepared by: Linda Holley Senior Executive Assistant City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� S:ALegal\Our pocuments\Ordinances\14\serv agr-Collegiate Gntrepreneurs Org-UNT.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE COLLEGIATE ENTREPRENEURS' ORGANIZATION OF THE UNIVERSITY OF NORTH TEXAS FOR THE PLRPOSE OF REIMBURSEMENT FOR THE COST OF TSHIRTS FOR THE TEDXUNT EVENT ON APRIL 26, 2014; AUTHORIZING AND RATIFYING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Collegiate Entrepreneurs' Organization of the University of I�'�orth Texas for reimbursement of the costs of Tshirts for the TEDXIINT event, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: „� °''�� '' ''i"'� �==^-�---..-=�'/, -�` �/" � < �- S:1Legal\Our pocumenis\Contracts\14\Serv �gr - Cullegiate Entrepreneurs' Org ol' UN'I'.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND COLLEGIATE ENTREPRENEURS' ORGANIZATION OF THE UNIV�RSITY OF NORTH TCXAS This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the Collegiate Entrepreneurs' Organization of the University of North Texas, a not for profit organization, hereinafter referred to as "Collegiate". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for tl�e purpose of a donation to Collegiate which provides a benefit to the citizens by seeking to fi:�stcc entrepreneurship by iorging connections belwcen student innovalion, leadership zleiworks, and inl:ornied speakers; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Collegiate shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided shall be used to reimburse Collegiate for the purchase of T-shirts. II. OBLIGATIONS Or' COLLEGIATE In consideration of the receipt of funds ti•otn City, Collegiate agrees to the following terms and conditions: A, One Thousand, Four Hundred Seventy/100 ($1,470.00) shall be paid to Collegiate by City to be utilized for the purposes set forth in Article I. B. Collegiate will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Collegiate will permit authorized ofticials of City to review its books at any time. D. Upon request, Collegiate will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Collegiate will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Page 1 S:\Legal\Our pocuments\Contracts\14�.Serv Agr - Collegiatc Entrcprcncurs' Org of' UNT.doc F. Collegiate will appaint a representative who will be available to meet with City of�cials when requested. III. T1ME OF PERFORMANCE The services funded by City shall be undertaken and completed by Collegiate within the following time frame: The term of this Agreement shall commence on the effective date and terminate Septennber 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A, PAYMEtvTS To Cot,[.E�iATE. City shall pay to Collegiate the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Collegiate shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Collegiate; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Collegiate a�;rees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Collegiate agrees to make available its bank statements for review by City at City's discretion. In addition, Collegiate agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, Collegiate agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Collegiate's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Collegiate agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for tive years. C, Nothing in the above subsections shall be construed to relieve Collegiate of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Page 2 S:\Legal\Our pociimcnts\Cantracts\14\Serv Agr - Collegiate Entrepreneurs' (�rg af UN'l�.dac VI, MEETINGS Minutes of all meetings of Collegiate's governing body shall be available to City within ten (10) working days of approval. V1I. TERMINATION The City may terminate this Agreeznent for cause if Collegiate violates any covenants, agreements, or guarantees of this Agreement, the Collegiate's insolvency or fling of bankruptcy, dissolution, or receivership, or the Collegiate's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WI'fH LAWS A. Collegiate shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Collegiate will furnish a11 information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. ln the event of Collegiate's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Collegiate may be barred from further contracts with City. IX. WARRANTIES Collegiate represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any signiiicant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Collegiate on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Collegiate. C. No litigation or legal proceedings are presently pending or threatened against Collegiate. Page 3 S:\Legal\Our pocuanen(s\Contracts\14\Serv Agr - Collegiate Enlrcprettci`rs° Org of UN"['.doc D. None of the provisions herein contravenes or is in conflict with the authority under which Collegiate is doing business or with the provisions of any existing indenture or agreement of Collegiate. E. Collegiate has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement, F. None of the assets of Collegiate are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Collegiate to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CH�INGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms oi'this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifcations are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specitied by the law or regulation. C. Collegiate shall notify City of any changes in personnel or governing board composition. XI. 1NDEMNIFICATION To the extent authorized by law, the Collegiate agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Collegiate or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Collegiate, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF 1NTEREST A. Collegiate covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Collegiate further Page 4 S:\L�ga[l0`rr poe�onentsiCatitracts\! 4\3erv Agr � Collcgiatc Entrcprencurs° Org af i1N'I-.dac covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Collegiate further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participale in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Collegiate in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Collegiate or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Mana�er 215 E. McKinney Denton, TX 76201 COLLEGIATE Clarissa Redwine, President Collegiate Entrepreneurs' Org. 1551 Union Circle Denton, TX 76201 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A, Collegiate shall not transfer, pledge or otherwise assign this A�reement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereio. C. In no event shall any payment to Collegiate hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by Cily of any breach of covenant or default which may then or subsequently be committed by Collegiate. Neither shall such paynnent, act, or onnission Page S S:\L,egnll0ur pocumenls\Contracts\141Serv Agr - Coflcgi�te L'.ntrcpreitcidrs' Org af UN'f.doc in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, w]Zich rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D, This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or eff'ect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of'Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, T'exas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of m„ __ _, 20 ATTCST: J�NNIFF,R WALTERS, CITY SECRETARY : APYROVED AS TO I,hG�I, FORM: ANITA BURGESS, CITY ATTORNEY � , ,,,, . w • �,� � . �, � �:"° `' ��"�'�m .�-� , °� . . � � � � � � ��__.. CITY OF DENTON '�... � �. � � R� # , . . /� // i � / . President TITLE; . _. , City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0180, Version: 1 Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Date: Jon Fortune June 3, 2014 SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ("City"), as buyer, and Ken Hodge & Associates, Inc., a Texas corporation (the "Owner"), as seller, to acquire fee simple title to a 0.850 acre tract situated in the M.E.P. & P.R.R. Survey, Abstract No.1469, located in the City of Denton, Denton County, Texas, and being generally located in the 1300 block of North Mayhill Road; for the purchase price of One Hundred Twenty Thousand Eight Hundred Eighty Seven Dollars and No Cents ($120,887.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement"), as attached hereto and made a part hereof as Exhibit "A" , authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M028, Ken Hodge & Associates, Inc. - Mayhill Road Widening and Improvements project) BACKGROUND The City Manager approved an offer (January 17, 2014) pursuant to Ordinance No. 2013-094, to purchase the captioned land rights for $98,575.00. That offer sought to acquire (1) fee simple to a 0.824 acre tract and (2) a 0.026 acre slope easement. The Owner has engaged in formal negotiation dialogue and counters with the captioned purchase amount as settlement of the matter. Both affected tracts have been combined and counter offered as a single fee simple tract, effectively a 0.850 acre tract. Approval of the ordinance under consideration authorizes staff to proceed to closing the purchase transaction with the property owner. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0180, Version: 1 The overall Mayhill Road Widening and Improvements project is being funded with a combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road Improvement Program (TRIP `08) funds and City of Denton local match funds. The recommended settlement amount is $120,887.00 plus closing costs, as prescribed in the Agreement. EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: John T. Davis, P.E. Director, Engineering Services Prepared by: Paul H. Williamson Real Estate & Capital Support Manager City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� �oca t i on M a p K.HODGE 8c Associates — Parcel M028 EXHIBIT 1 Attachment to AIS Mayhill Road Widening and Improvements \\codad\departmentsUegal\our documents\ordinancesU4\ordinance-hodge m28 COUrii6TOff6T.C�OC ORDINANCE NO. 2014- AN ORDINANCE OF THE CITY OF DENTON TEXAS AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS BUYER, AND KEN HODGE & ASSOCIATES, INC., A TEXAS CORPORATION (THE "OWNER"); AS SELLER, TO ACQUIRE FEE SIMPLE TO A 0.586 ACRE TRACT SITUATED IN THE M.E.P. & P.R.R. SURVEY, ABSTRACT NO. 1469, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING GENERALLY LOCATED IN THE 1300 BLOCK OF NORTH MAYHILL ROAD; FOR THE PURCHASE PRICE OF ONE HUNDRED TWENTY THOUSAND EIGHT HUNDRED EIGHTY SEVEN DOLLARS AND NO CENTS ($120,887.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. (MAYHILL ROAD WIDENING AND IMPROVEMENTS PROJECT — KEN HODGE & ASSOCIATES, PARCEL M028) WHEREAS, the City of Denton ("City") made a bona fide offer to the Owner to purchase the Property Interests; WHEREAS, Owner has made a counteroffer to the Initial Offer of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $120,887.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declazes that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: � � Pi,1RCHASE AGREEMENT r�oTrcc YOU, AS OWI�EI� OF THE F'ROI'ERT�Y (AS 1)EFI�IEll SEL(JW), HAVE THF. RIGHT T(J. (1) DISCUSS ANY OFFE'�R OR AGREF,MEfiVT REGAE2:I)ING THE CITY OF UENT01�1'S ACQUISITI()N (7►F THE; PR()I'ERTY WITH C►THERS; OR (2) K:EEP THE CIFFER C►R AGR:EFMENT CC)1VFITIENTIAL, U1'�LESS THE OFFI+;I2 C112 AUItEF:MENT IS SLJBJECT TO CI-iAPTF,R 552, C�()VEE2NMF,NT CC1T1E. THIS P�CJRCHASE AGf�F:EMENT (the "`A�re�rner�t") is c�ated 2014, but effective as af the date �rc7vided belaw, betweex� E�en Had�e &�ssaciates Inc. (re�erred tc� collectively l�er�in a� "�wn�r") azld �he City c�f Z�enton, 'I"�xas ("City"). WITNESSETH: WHEREAS, Ken Hodg�e & As��7cia�tes Inc. is the Owner �7�� a tract <7F la�7d (tl�e "Land") in the M.E.P. & P.I�.R. Campany Survey, Abstract 1469, in tl�e C`ity af Denton, Uentolz County, T�xas, bein� affected by the Ma�yhill ��7ac1 �Wide��ing and I�ni�rovements Prc7ject ("Mayhill �'raject) referrec� ta lierci�n a� �thr� "T?rc�ject"), .. . . WHEREAS, City Zs in need of" certalr� (i) f"c�e sim��le lanc�s, �bei�i�; r� part of` thc Land, ��i��i�• �.�^��er��, being a part a� ancl encum�e�rin�; the L,a.��c�, relat�d t�� the Project; �ncl WHE[2EAS, it is desirc�us c�f, �bath parties t4� sti��ulat�e �rd a�r�;L tc� the tertns and c�7nc�itio��s aw�saciated with the purchas�, crf the necessary r��tl prc�p�;rty intLr�sts f`c�r the Prc7ject; �+fC1W, THEI�EF012E, fr�r "Cen an� I�3�c�/lOC) I7c�llars ($�1(J.0Oj, and other �ood ancl valuable ccrnsi�eration, the receipt az�c� adec7u�cy c�f which is her•eby acl�nc�wledgec3, tl�e parties agree as follc�ws: 1. A. At Closing, t�h�. t�wn�.r shall gra77t, execute, ana d�live�r to t�h� City (i) a Spec�ial Warranty Deed (herein s� called) convey�in� to t�h� C'�ity, subject tc7 the reser�vatic�ns described l�elow, the tract of lat�d b�ing descrihed in Exhibit "A" ��d ciepicte� in Exhibit "£3" ta that cer•tain Special Warra�nty D�ed, and c7ther inter�sts as �rescribc�d t1��rein (tl7e "Fee Lands"), tihe Special , Warranty Deed being attachec� h�reto as Atiachm�z�t 1 and made� a part l�erec�� {�°i�r••�°�� e��rt.....��e��"��r�er�t"�;�.�.�.��.w...a��rn��....��c��.a...��r�c�r�,...��r�.�a.��..��c��M.t�h�...t�a��..��.��r�d �.��i�� e�s��%b�....�. �E��ii�i��. ``�.'�'��r�l. ..d��%�ter��..m��.� ��a��l��i��... ��> � ��a�,._t�t.....e;�r��i�.�.�.��,�� r��r%��i::� a,��se��r�t�.�..b��.��....��k�ed�� ....�i�a��t��..�.��.�,��..��.��;...�i�r�a��`;.�f�e�� ;�l��p�•�a�r�� l��r�� d�ri��d��m.��k��rr��,.�x��a�� .r�.�:��11� ��'��x�. ��nd� �r��"�� .t�� i��n� e�l��.��i.i��.� � ....._. w.......��..��s��;r�i..I�a�d�"�, 'I"he (i) Specia� Wa�rranty L7e�d shall be in the 1'�rzn E�z�d L�pc7n th� ter�rz�s as at�t�ach�;d h�reta and 1� � incarpc�rated herein as "�ttachznent ] ", ��i ��r�..�.�Y�...�.�k=�..��s�rr��.��1�....�re i�°°..�r�'��r� ��e��p��-� �s �� t��s.�.��...��dn....��o��a�c�..e��r��e�r��a��.�..��•��.�.�z:r�.."��t%c��.o ..�"(�t�i��C'e�� . ��...�...�� L��•.�r�...�c��l��t�i��referi�ec� t�ra l�erein as t�17� "Praperty„). E�. Owner, subject to the lirnitatian of suc17 reservatic�n n�ade h�;rein, shali reserve, fc�r thetnselves, their heirs, �evisees, successors and assigns all oil, �,as and oth�;r rninerals in, an and under and tl��t may be prod:uced fram the Fee Lands. Owner, their he,irs, devisees, successors a�1d assigns, shall nc�t l�ave the right to use or access the surface c�f the Fee Lands, in any way, mann�r c,r farm, in cc7nne�ction w�ith ar related to the reserved c�il, �;as, az�d c>t�h�r n�inerals andlor related to explc�ration and/ar production c�f the c7�i�l, �as and c�t11�r z��in�rals r�serv�d hereir�, �including with��,�t 1iY7�iiatic�n, use �r access oI� tl�e� surface ot tkre Fe�, La��ds fcrr the �crca�ic�r� c�f' a�tiy well or drill sites, well b�ares, wh�ther v�rtical cri• any d�viaiic�n f`rc�m vez�ic�l, wat�;r wclls, �it ar��s, seisL��ic ac�tivities, tanks or tat�k batteries, pipelines, rcr�ds, e�lectricity c7r other utility izlf"r��trtile�turL, artldlc7r f'�r subjacent or latera� support for any surf:ace facilities or well bores, ar any other infrastructure ar imprc�v�;rnent c�f any kind ar ty�e in cc�nnectian with or related to the reserved oil, �as anci c�ther minerals, and/or related tc� the explaratic�n or production of' same. As useci l�erein, the ter�m "at��;r minerals" �1za11 incltii��:� c�il, �;��s and �11 assc�ciated hydrocarbons, and. � shall exclude (i) a11 substances t:hat any reasc�nable extractian, znining o�� ather exploratian and/or prc�ductian methad, operatian, process or procedl�re would cc�nsume, deplete crr destrc�y the surface c7f the Fee Lands; a�nd (ii�) all subs�t�nces whicl� a�re at c�r near the stix�rface c7f tti�e �; e�e Lands. The intent c�f the parties heret�o is ih�t tPae meat�in�; of` tlic term "`at�l�er min�r�ls" as utiliz�d l�erein, s1�a11 �l�e in accc�rdanc� w�ith t�}�a�t set fc�rth i�� l2E�c�'v. Gl�ylic, 597 �i.W.2c� 743 ("I"ex. l�$0). As used herein, the term "sr.�rface of the fie�; Lancis" slzall include the area from the surface af the ear�th ta a depth c7f five h:uncirec� feet (S00') be;low tl7e surf`ace of' the eart11 and all areas abave the su�rface afthe earth. 2. As consideration for the granting and cc�nveying c�f .tphe Pproyp�Xe�Wrty,�pto the City, thee$,„�City slial„��l�q pay to �,� ��4 V 0M'I+j p"i � \MBb�,�",�' �WOVG'.1��.�4A� ��i'M l� 6 F�6�rPd/,�s1AK.° G�F �'�°d�y�iFMW4W'^b�� %.Yr„(Y nJ'G,.�mu�."� 11YI'G��A.�we�� %�� Owner at Closi�7g t .. ' p 1=�G��$�.�� ' , a I)ollars ( , . . The monetary compelzsatian prescribed in this Scctian 2 is herein referred to as the "Tc�tal Monetary Camper�satian". 3. The C)wner sl�all convey anci �rant �tc� th�; City the £'r�perty f�re�; and clear c�f� ail deMts, 1ie�1s aild other encumbrances (the "Encumbrrinces"). 1'he (7wner shall assist and st�ppc>rt satisfaction of all closing requirements of the City in relatic�n tc� salicitatic�n of� l•eleases c�r subordittations af the Encu�nbrances and �ther curative efforts �ffecting the �'roperty, if' z�ecessary i�� the discretian c,f the City. In the event that all Encumbraz�ces are nat c��red tc� th�; satisfaction of City prior ta Closing, suc17 sha11 not be a default her•eunder, althc�ugh Owner may otherwise be in cief'ault under Sectic�n 1 Cl, �b�*1r��v. ��c�wever, ii ��he F��ncumbranc�;s ��r�; n�>t �;ureci a,� ��rovid�c� �lierein, Git�y �has tl�e option c7�f ei�her (i) waivi��; the c�efect�s related to th� remaitlin�; HncLrznbrances by nc�tice ir1 w�riting to Qwner c�n or pric�r to xhe Closing Z7at�, u�ac>i� whic;h t}�e rc�maii7in�� E��cumbiances sha11 l�ecc�me I'er�miited Exceptions (herein so called), and prc7ceed to cic7se t11e tr�nsactic�n cc�ntem�lated by this Agreement; or (ii) terminatin� this Agreement by notice in writir�� to C7wner, in which latter event Ow�er and City shall have nc� further obli�;atians under this Agreement. 4. C7wner stipuiat� s that the "I'c�tal Mc�netary Compensatian payment constitutes and includes all ccan�pensatian c�ue Owner by City related ta th� Project, includin�; withaut lin�itatioi�, any damage ta c�r dimintxtion in the value af the remairt�der c�f C)wner"s �roperty caused by, incident ta, ar re�ated ta 3 the P'�ra'ect a�ndlo�r the transactions cantem�lat�ed by this A�;reemeY7t, ��af�;��t�a �� r��s�t�� J �'��r�,��.�pl� ��t.�....�..t�d��.,.�.��f'�.�o��.��.��a�.�:��t��.r.,f;��;sc��; ��.�� i��.�....��.�.�..�� th��u�� ....c��c�`� �a��an.��a��r,n.�._�.t��t......i�an��-i�r#�� ...�i��.� a��iviti�.....�rt_..i:l��..E�s�t�e��...M�,�� c�r oth�,r pra��rty interests af C7wner caused by c�r �•elat�d ta � activities an the Fe� L�nds related tc� th� Prc�.ject �d�.� ��ti�ik�� _a�rith��. t��. ��.. ��'.-��..�i�� r��c�....k��3��.�� ..-�a��.z....�h�i��r ��e,c�r�a��.....��r�_.�a��i`��, and C7wrier h�,reby r�leases for themselves, their heirs, devise�s, successors and assigns, thc City, it's otficers, employees, el�cted officials, agents and co7�tr�ctars f'rc�m and against any and all claims they n7ay have now ar in the f`uture, related to the hereit� describec� ��7atters, events �z1d/ar c�am�ges, 5. The C�lr�sin� (herein so callec�) shall c�ccur in and thrau�h the affice o�t �I`itle� R�sc�urces, LLC, S2S South Laop 2$8, Suitc� 125, Denton, Texas, 76205 ("Title Campany"), witl� said Title C'ompai�y acting as escraw agent, an tl�e date which is 180 days af`ter the F�ff'ective I�ate, unless the C)wner and �he C�ity n7�utually a�ree, in writin�;, tcr a� �a�riier �7r lat�er date ("Clasin� L7ate"). T�n th� ewent the Clc�sing Date, as described above, occurs c>n a Saturday, Sunday or Denton Caunty holiday, the Clasirl� Date shall be the ne�ct resulting bu�iness day. 6. T�he stipulatect Tc7ta1 Mcan�tary Com��c�t�satioi� an�c7unt shall b� ��aid by tl7e C�ity at C1o�in� t�o th� Owner tl�rough the Title Cvmpany. Ac� valorem taxes relating tc> the F�ee La��ds fc�r the calendar year in which �losirlg shall c7ccur sha11 be �rcrrated between C7wner and �ity as c�f' the Closing Date, If the �c�tual ar��c�unt of" taxes f�crr the c�le�ac��r year in wi��ich Clcrsin�,� s%all c�ccur is not kna�vn as of thc Closin�; Date, the proratic�n shall be based an t}�e an�c�u�1t c�t taxes due anci p�ya�,le with respect ta the Fee Lands fr�r the precedin�; calendar year, anc� sl�all be z•eadjustec� in cash as sc�c�n as the ainc�unt of taxes levied against the Fee Lands fc�r the calendar year in wllich C�losing shall occur is knc�wn, The result af such proration is that the Uwner shall pay 1'c�r those taxes attributable to the �eriod af time prior to the Closin� Date (including, l�ut nat limited to, subsequent assessments fc�r prior years due to change of land usage ar ownership accnrrin� �ariar to tlle Clasin�; L7ate) and City shall pay for thcase tax�s attributable ta the pez��iod cc�mmei�cir�g as c►t t1�e C"1c�sing Date. All c�ther ty��ric�l, custamary azYd sta�ndard cic�sin�; c�asts associat�d witl� this traz�sacticro sh�11 k�e paid s��citically t�y tl�e Gity, except far (�wner's attarney's fees, if any, which s1�a11 be paid by Owner. 0 � `�� m �""� �' l�" 7, T�he date c7t� w�hich this Agreem�nt is executed ��iy the �E��e�shalL be �t�ie "Effective Date" o�� tizis Agreement. B.A. In the �vent Owner sha11 default it� tl�e pe;rfarmance �f' ��ny ccrvenant c�r tertn �rc�vided herein, and such defa�,�lt s�aall be c��7�tinuing atter te�n (�10) days wri�tte;n �tiatic� c�f� c�efault and c7pportu��ity to cure, C�ity may exercise any right c7r rei��edy avail�ble t�o it by la�v, c�ntract, equity crr c�therwise, including withou� limitatiarl, tl�e re,meciy c�f'spc�cific perfc��rmance. B. In the event City shall detault in the �aerf��rmance of' �rny covenant car term provic�ea ��erein, and. such default shall be continuing af'ter ten (10) days written r�r�tice of'default anc� opportunity to cure, Owner may, as it�s sale anci exclusive rem�ay, eitl��;r (i) terminate this Agreement prior tc� Cl�sin�; by written r�atice af �uch election to Cit��y; crr (ii) etrf�orce s��;ciiic ��erfcxr��xance c�f this A�,�;r�emc��t. 9. TI�E LAWS �7F �I'�-lE STAT�; C)I� TEX�S �F-��,LL C'C)N'I"�ROI, Al'�I�� f'PLY TtJ TEIIS AGREEMF,N'T FCJR ALI. P(1F�P(7SES. THIS AGR�;�MENT TS I'ERFORNIA�LE I%Y I7EfiYTON COUNTY, TE��S, VFNt�E FOR AI`�1Y AC�TI(�t�I �R.ISTNG I�LFiFUNL7ER S�-IAI.,i, LIE SC7LELY IN TE�� CC>U�I�TS OI� GC7MP�3'TFI'�I'I' .IURIS[)ICTIOT�i� C)F I7Ffi�i"I'ON G�(7U�I�d`T�Y, TE�AS. � 10. From and after the Effective Date c�f this �,greeme��t, througll anc� including tl�c C"losi�7g Date, �,� � i) convey or lease any int�rc�st ii� try � I.,and c��l�e- � as� n� ��a ��, crr (ii) enfier CJwner sha11 nat ( hc I�ee I,�nd �a intcr any A�,reemet�t tl7at wil� k�e bin�ln� ��p�r� t�.he I��ee �-�;��, crr upon the Owner with res ec�t� to the Fee Lands ar...��...��L. � � � a�ter tt�� dat� c�f Closing�. � 1 l. Any natices prescribed c�r allowed l�er�under to ()wne�• c�r City shall be in writing and s11a11 be deliv�red �by telephanic �facsimile, hand deliv�ry ar t�y United Sx�a�t�;s Mail, as described herein, and sliall �ie deemed delivered ancl received upc�n the earlier to occur of (a) the ciate prc�vided if hand. delivered or delivered by t�le�ahonic facsi�nil�, and (b) on the �ate c�f c�epc�s�it of, in a re�;ularly maintained receptacle f:or the (�nited States Mail, registere.d vr certified, return receipt req.uested, �ostage prepaid, addr�sseci as fallaws: 5 CJWNER: Ken Hod�e. & Assc7ciat�s, Inc ��"�P� �� I��C,� ,.��"�j�� Gb� �� ' �� Phan�� l'�,�� Telecopy: Capies tc�: For Ow11er: Telecapy: C"I1"Y: City c�f I)c�ntan Paul Willia�7�so�� 12ea1 �;state and Ca�aital Support 9Q1-A Texas Street I�entc�n, �I"exas 762()9 Telccopy: (940) 349-8�751 f�crr C�itv: At�ita F3urge;ss, C'ity Attor��ey C;ity Attorney's fJffice 2 ] 5 E�. NlcKinney Dentc�n, Texas 7Ei201 Telecapy: (940) 382-i923 12. This A�reement c�at�stituies fih� sc�le and c7n�y ��,rc�crn�;�1t c�t' t�x�; pai°ties ai7d s��persed�s any prior understanclin�;s c�r written or aral a�;reements betw�en the �arties with res�ect tc� the subject mattcr of this Agreement. Tin�e is af tl�e essence witl� respect to this A�reei7�ent. 13. Owner represez�ts anc� war�i°ants t�-� �the G�ity t�liat (i) it laas t��k�n a�1 a�ctiazis rieces�ary to authorize the party executi�� t11is Agre;en�ent for and c�n belialf of C)wi�er tc� bind, in all respects, C7wner ta all terms and provisians here�f; and (ii) this �greement is �rindin�, and enforceable, in a11 respects, against the Owner, 14. The representations, warranties, agree��lents and ccavenants contailled herein :�ha�l surviv� the Clr�sing anc� sha11 not mer�e witlz the Special Warrar�t�y I)ee��^�. 15. In �he event prior ta the Cic7�ir��; I)�tc�, c�7rldc�mnatic�n or erninent dc�nl�it� proceedin�;s are threatened or initiated by �iny entity c�r p��rty other ttz�n the City that mi�;ht ��esult in the taking c,f �ny po�rtic7n c�f ihe Fee L��nc�s ��: ��i�..��, City may, �t its el�c�tiori, termin�te this �� . A�reen�ent at at�y time prior tc7 C,lcrsin�;. L•� CITY Cl►F llEl'�PTOfi1, TEXAS .�� ,��. �"V^� � , �� ...... � ��. �. � ....�� . B ��.M_, ..,.�. �,. �.� � ��w..�..�.�_.. �� .� GEORGE C. C�M�'BEL � , CI'TY M�NAGER Date: " , 2014 ATT ST: R WALTERS, CITY SEC;R:F;TARY BY: I7ate; � , � � 9 � �� p� a R� �. , 2014 AP'P'1�OVED AS TO LEGAL F(J12M: AIVITA BURGESS, CITY ATT()RNEY � w.� ' � $ Y : �,�.� � � � � � ., 4`�'`:� � �a,,.� �_ �� ,�, . ��; Date: � � ___.. , 2O ] 4 CIWNFR: K:I;N H()DGF. & ASSOCIATES INC. � ��y: � Its: �.�r° �� Dat� : �� /� �,�' , 2(714 I2F:CEIPT C►F AGItEF,MCNT �i'Y TITLF C(J1VI:PANY f�y its e�xecu�tion berow, "I'itle C�oz��ny 4�ckn�>w1�c�g�s rec�ipt of on� (1) exe:cuted cc�py c7f this A�reemeni. Title Cc�mpany a�,rees �t�c� conz�ly wit1�, and be bc�L��lci by, th�; ter�nzs az7d p�•c�visians af this Agreement to pertc�rrn its duties pursual7t to the provisions of t1►is Agreement and cc�mply with Section 6Q45(e) of the Internal Revenu�; Code af` 1986, as amez7ded frc�m time tc� time, and as further set forth in any re�ulatians or f��rms promul�ated thereur�dez•. TITLE COMPAI`�Y: Titl� Resources, LLC S25 South Loop 2��3, Suite 12S Dentan, Texas 762QS Telephone: (940) 381-1006 T�leccr�pY; (�740� 89$-0121. �.. �3y: � £�rinte��d N�arr� : � � ��' � „� �� f Title: � . t�� .��..' Co�ntract receipt date: , 2C114 0 e � m ATTACHMEI�T 1 T() 1'U��CHASE AGREEMF,NT Nt7TICE 1�F CONFIDEi�1TIALITY ItIG�HTS. IF YO�U ARE A NAT�URAL YERSCIN, YfJU MAY REMOVF' OR STI2II�E A�Y C)R ALL CJF T�iF FOLLCIWII'�G INF4IiN1ATICl1V FROiVI ANY INSTRUMENT THAT TRANSFFR� AN I:1VTE12EST Il`d I2EAL PR01'CRTY BEF()[2F, IT [S FILEI) FC1R I2EC012L1 Ii'� THE PUBLIC I2ECC1I2DS: YCiUR SOCIAL SECURITY NUiVIBER (JR Y(JUR DRIVER'S LICEI�SE NCTMBEI2. �, ' • • • 1 1 STATE tJF TEXAS COUNTY tJF DENTOI`�1 . . I�:NOW ALL NIEN F31' T�iG'SE I'RESENTS: That Ken Hod�e & Associates, Inc. (herein called "�rantor"), fc�r and in cc�nsideratioi� af the sum crf TFN AI`�1D NO/100 DOLI,ARS ($�10.00), ai7c� other �oc�d and valuable cotlsideration t�c� Cixai�tor irz hand paici �by the Cl2�"Y OF I�Ll'��["(7N, TE�A�, a Texas Hor7�e Rulc Nlunicipal C�orporation (he�r�in �.allec� "Grantee"), 215 �;. McKinney, I7entan, Texas 76201, the receipt and strfticiency c7f� which are hereby acknowledged anc� conf'essed, has GRAfi�TET), SOLD and C()NVTYI�L), ancl �,y these presents r�aes C}IiAl�l� I", SEI.,L and COP��V�;Y, �Gnt�7 Cir��nte� a11 tl�e real praperty in L7entc�n Cc�uz�i�y, 1�"exas bein� partic�ularly describe�d �in I;�17i�bit "�" and clepicted in �,�l�ibit `°F3„ attachec� Piereta and mar�e a part }lerec�f" fc,r all pur�ose5, a�id being locat�d in Dentc>n Cc�unty, Texas, ta�;eth�r with any ��nd all right� c�r intere�sts of" �sr��tc�r in and tc� ��djac�nt st.reets, alleys and rigl�zts of w��y a7ac� tagether with all an� singular the improveme�7ts and fix:tures thereon and al1 other ri�„�hts azzci ap�ul�tenances therEtcr (collectively, the "F'rcr�e�rty"). �rantor, subject to the lin�itaticrn of suc11 reservation made herein, reserves, fc�r themselves, their h�irs, devisees, succ�5sors anc� assi�;�ns a11 ai1, �;as and ather r��inerals in, c�n and under and that may be �raducec� f'ram the Prc�perty. C"rrantc�r, their Izeirs, devisees, successors aszc� assi�;ns shall rrot have the ri�ht tc� use �7r access the surf�ac�; of" the Prope�rty, in any way, ma�nner or farzn, in connectic�� with ar related to tlie rese�r�ved oi1, gas, and other minerals and/or relat�d to explc>ratic�t� and/or proc�uctfan c�f the cri1, gas and other minerals reserved llei°ein, incllz�ing withaut limitation, use c�r �ccess of the surface af the F'rc�peY�iy for the locati��n af" any w�ll c�r dri11 sites, we�ll bc�r�s, whe��her vert�ical c�r any deviation from vertic�l, water w�lls, pit areas, s�;isl�ic act�ivities, tanks c�r t�z7l� b�tteries, pipelines, rcrads, �lectricity ar c�ther �rtility infrastructure, and/�7r frar su�jacent or lateral sup�c�rt fe�r any surface facilities c�r well bc�res, or any other iilfrastructure ar ir�aprovement c�f any kinc� ar type in cc>nnectic�n with or relat�:c� to the reserved oil, gas and. c�ther minerals, and/ar related to thc explc�ratian ar pr�duction c�f same.. As use� hereizl, t��he tern7 "c7thcr rninerals" sha�ll includ�; c�il, �as and all assaci�ted hydrocarbons and shall exclude (i) all substances tt�at any reasc�nat�le extractian, minin� or other exploration and/or praauction method, c�peration, prc�cess c�r pr•c�ee�ure would consume, deplete or destroy the surf'ace of* the F'rc��erty; and (ii) all substances which are at c�r near the surface of the �'roperty, °I,he intr;nt of the parties hereto is t17at the: meat�ing c�f th�; ternx "ather nlinere�ls" as utilized herein, shall be in accordance with that set forth in Re�c� v. Wylie, S9� S. W.2d 743 (Tex. 1980). As used herein, the term "surface af the Prc,perty" shall include tl�c area t`rotn the surface c�f the earth to a depth c�i" five hundred feet (SOC)°) belc�w the sczrface of the earth and all ar�as above the surface ot'the earth. Exceptions to cc�nveyance a��d warrai�ty; [Insert �'ermitte� Excc�ptions] Crrantcrr hereby assi�;ns, witl�c�ut recaurse or re;presentatic�n, ta G��antee, any and a11 claims and causes ��f action tl�at Grantc�r n7ay have f`ar c�r relate� t�o any defc�cts in, or inj ury ta, the �'ro�erty. TO 1-1�VE AC'�fD TO FIOLD tl�� P�°c>per�ty, together with all ar►d sin�ular the ri�hts and appurtenances th�rcto ii7 anywise belc�ngin�; �,rnto C"irantee and Grantee's successc,rs and assigns farever; and �►rant�r c�c��,s l7ereby bind Grantor and Crantar's heirs, devisees, Page 2 af 3 � s�u�ccessors and assigns to W��1�2R�t'�iT �fi1D F(7REVFF� I)i;F�ND all and singular the Praperty unto Grantee and Grantee's succes�c�rs and assigns, �gainst every person whc�msoever lawfully claiming or ta claim t11e same c�r any part thereaf, by, tl�rou�;�1 �r under Cirantor, but nc>t otherwise. E�ECUTED t}ze T�IE STATE C7F TEXAS CC7t�1�TY Of? DENTOI'� day c>f § � 2014 K�N HC7DG�:; & EISSOC'ZA"I"ES, INC�. � Its: AC[�N(7WL�;17CMF�I'�'I, This insiru�t��ent was acicnowledg�e�d l�ef��r� ine on K.en �-Iadge & Associatcs, I1�c. c�z7 behalfaf'said ca��oration. Upan Filing Return Ta: "Che C;ii�y of' I)entan-En�;�i��eerin�; Attn: I?aul Williamsan 901-A Te�as St�ree� Denton, "I"e�as 76209 Pa�„e 3 of` 3 2014 by of T�ic�tary Public, State crr Texas My carnmissia�l e�pires: �'roperty Tax Bi1ls Tc�: City of: Dentan Finat�ce Department 2l5 E. McKinney Street L7errtc�n, Texa� 76201 ,/ � � � � . ,, . � , . �, �► � .M- � Y ��.M � � : � '� « i M � N' � � � 1 .M�, .. . �. �'.� � '. � . # . • K M y, � �, �� ,, .',� « � � r, * • � ° �r � ♦ � � r ° � �r , a� • � � ► � ° !� wM� w a� � e,w • •M w au p� • i"' � � '� r �, � , b ., a • w a� � !� +� w tla4 r w�rw e e._• ►"" � M s • ° I!" It � �,., . . � w , a, « ♦ �� : ♦ `a«� � u , � aM... 1 �r � ' w +w w e , � '��i�_ r "� � e� s � M t c« w, .,� � • � . , r . w M a� e • e° � � � � . . �r . ° - M �°w a. . . � 11' "" a • " " • � !� " M ' ,� r . r wM a� �w �,.� ,� �, i � � a ar • � , �w , . a� • � � .. a � r ° a rl , t , rr a- w ,� W ,� « � w �w ► ��r •ra .• w 11 M. w wt a� �w y�a � r� • , M � . , � � , �r w �w � • a m a M . � •�w • :w �°r • w w r � ►� M � , . �w ; � .r �w :r �. � r « � �a M e r w � .w a� „,� � � � �� ; w �r 4 i: Y, • � « e i ."i "�.. ��"_ � ��q�� c��o��-�s ��r �� l �� ,, "ir a�bi6 P�r�li Arab Vcala�tn�s 4�#� i?e� �8�f3 ��° ��,��,°�> a ��"' ��"�'� � ' � �;��' ��°.��A�s^°� z��.�a� ...._. _ _ � ' �, �---�—�. „�o�� g'C��' P.R.�: � �� °e "° x `"`� x W...... �, �.�.s. N.�.�. "`�` � _ Pd�6�37'37"T�` ,�;�t��,� r�,�-�/ is.�ri' �'�� ` � �'` �w``' x � FCerx � � As� i�s �� a. a�� nr� ��".�•ww sri.sa �__.�. r,�.s. � �� _ r�rs��°a��°°� t�.is ��a a�� r�c�. ��. �a �^�� ' * �` • ,w: � � � � � � '� � r . ; . . � ,� � r ,„ � - °` • " � � � � � � !! ,i 1 M ��.� � � c.�a. 1 � � � � F�ai�t c�f �� "� s �� 6p t� 3Ci ErQ �CAS�E. i " �-~ 6ti" B�rin�� r� kr��t9 a�n t;h� City af n GC a T��c��cic. � � � � �c��r�: °� « �.�_�. � ti�;W �� e�� r��,�d � � T,�..S. � lf2"' Iram �a�a3 �et with � yclCa�wv cap �t��rs�red °°�thur .� � 5; Surveyin� Cra�pasn�� :� � Al! zr�rcrv t� r��t she�r�ar k��reern. "" �, � a E �aat� re�r i�s fiJca-1. 266, Pg. 7�. �"c�l. 3fi�#, �'g. �5i a�'�rr4. 462, � � P�.333. �� 1� � � � � l�teear l�i�h�-+�f��v�w 4.b�Q �c. (2�,195) � �xistiz�a i�ca �+�d T>e�ic��c�sa tb.i��i a�c. (i,k�3U s�. Et.� +�.��} A!�r� (37,425 sq. �.j �""�1"+�� +� � �' � � �� `�� s r � . �' �r � � � , , � � o � � � p� i � ��~i � � A ��. i�,a�� a � ��k� " � li4 � �;, 1 ;� � ..�,: .�,� �� ; � u a» �. ,�.b6�d.�.�a City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0181, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation Jon Fortune June 3, 2014 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the execution of a Fourth Amendment to Right of Entry and possession, by and between the City of Denton ("City") and the Denton County Transportation Authority ("DCTA"), amending that certain right of entry and possession, between the City and DCTA, May 3, 201 l, granting DCTA access to the Euline Brock Downtown Denton Transit Center ("DDTC) and certain lands surrounding the DDTC, located in the Hiram Sisco Survey, Abstract Number 1184, to conduct public transportation related operations; and providing an effective date. BACKGROUND The City of Denton and DCTA entered into an Interlocal Agreement as part of the design and construction of the DDTC on May 6, 2008. The Agreement states the City of Denton will facilitate construction of the Euline Brock DDTC through the use of a Federal Transit Administration (FTA) grant and later convey the facility to DCTA. The City of Denton currently owns the property where the DDTC was constructed and applied the value of the real estate, appraised at $750,000, as the 20-percent local match to leverage $3.1M in FTA funds. The May 2008 agreement contemplated that the facility, once completed, will be conveyed to DCTA for an amount not to exceed of $777,423, the local match of 20-percent. The May 6, 2008, Agreement also called for DCTA to provide $388,712 or 50-percent of the $777,423 to serve as earnest money and allow for working capital in the relocation of the Facilities Management operation that once occupied the DDTC before renovation. DCTA requested the grant be formally closed by the FTA prior to the City's conveyance of the facility to DCTA. The facility was substantially completed in May 2011 and occupied by DCTA in June 201 l. On May 3, 201 l, DCTA and the City of Denton entered into a Right of Entry and Possession (ROE) that authorized DCTA to formally occupy the facility upon the issuance of a certificate of occupancy by the City of Denton. The original ROE states that DCTA will be responsible for utility costs and for the maintenance of the DDTC for the term of the ROE; however, the City shall make reasonable efforts to require warranty work of the contractors and material providers, as requested by DCTA. A second amendment extended the ROE through September 30, 2013 and a third amendment extended the ROE through June 30, 2014. The proposed Fourth Amendment to the ROE will extend the term until June 20, 2015 or until the FTA approves the conveyance of the facility and associated assets. The FTA grant for the Downtown Denton Transit Center (DDTC) was closed on June 3, 2013. City of Denton staff and Denton County Transportation City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0181, Version: 1 Authority (DCTA) staff finalized the official list of all assets acquired through the FTA grant along with remaining warranties. Staff is finalizing the survey and real estate documentation for submittal to FTA as part of the formal conveyance documents to be submitted by the City of Denton for review and approval by the FTA. Staff is anticipates the City of Denton and DCTA will complete the conveyance and submit the agreement to the FTA within the next 60 days. Agenda Information Sheet June 3, 2014 Page 2 RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT Staff anticipates the City of Denton and DCTA will complete the conveyance and submit the agreement to the FTA within the next 60 days. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved the first ROE on May 3, 2011, and approved the first amendment to the ROE on June 7, 2011, expanding DCTA's rights to the Transit Center to allow for subletting of the facility's retail space. Council approved the second ROE on April 17, 2012, extending the term to September 30, 2013. Council approved the third ROE on September 17, 2013, extending the term through June 2014. The DCTA Board of Directors approved the Fourth Amendment on May 23, 2014. FISCAL INFORMATION The proposed agreement will require DCTA to submit a sum of $10.00 to the City of Denton in consideration for the Right of Entry and Possession. EXHIBITS 1. Ordinance Respectfully submitted: Mark Nelson Director of Transportation City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� s:Uegal\our documents\ordinancesU 4\dcta denton ordinance approving fourth amendment denton transit center.doc EXH I B I T Z ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE EXECUTION OF A FOURTH AMENDMENT TO RIGHT OF ENTRY AND POSSESSION, BY AND BETWEEN THE CITY OF DENTON ("CITY") AND THE DENTON COUNTY TRANSPORTATION AUTHORITY ("DCTA"), FURTHER AMENDING THAT CERTAIN RIGHT OF ENTRY AND POSSESSION, BETWEEN THE CITY AND DCTA, DATED MAY 3, 2011, GRANTING DCTA ACCESS TO THE EULINE BROCK DOWNTOWN DENTON TRANSIT CENTER ("DDTC") AND CERTAIN LANDS SURROUNDING THE DBTC, LOCATED IN THE HIRAM SISCO SURVEY, ABSTRACT NUMBER 1184, TO CONDUCT PUBLIC TRANSPORTATION RELATED OPERATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, effective May 3, 2011, pursuant to City of Denton Ordinance No. 2011-073, the City and DCTA entered into that certain Right of Entry and Possession (the "Original Right of Entry"), granting DCTA the right to utilize and occupy the DDTC and certain lands surrounding the DDTC, prior to the conveyance thereof by the City to DCTA; WHEREAS, the Original Right of Entry was amended by that certain First Amendment to Right of Entry and Possession (the "First Amendment"), dated on or about June 7, 2011, Ordinance No. 2011-099, expanding certain rights of occupation to DCTA, as more particularly described therein; and WHEREAS, the Original Right of Entry was further amended by (i) that certain Second Amendment to Right of Entry and Possession (the "Second Amendment"), dated on or about April 17, 2012, Ordinance 2012-072, and (ii) that certain Third Amendment to Right of Entry and Possession (the "Third Amendment"), dated on or about September 17, 2013, Ordinance No. 2013-249, each of said amendments extending the term of the Original Right of Entry (the Original Right of Entry, as amended by the First Amendment, the Second Amendment, and the Third Amendment, is referred to herein as the "Right of Entry"); and WHER�AS, the Right of Entry is to expire by its terms June 30, 2014; and WHEREAS, due to the delay in the conveyance of the above described real property, the City and DCTA desire to extend the term of the Right of Entry; and WHEREAS, the City Council of the City deems it to be in the best interest of the City to enter into the Fourth Amendment to Right of Entry and Possession with DCTA; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Fourth Amendment to Right of Entry and Possession, for and on behalf of the City, substantially in the form as attached hereto and made a part hereof as Exhibit "A". s:Uegal\our documents\ordinances\14\dcta denton ordinance approving fourth amendment denton transit center.doc SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: STATE OF TEXAS COUNTY OF DENTON FOURTH AMENDMENT TO RIGHT OF ENTRY AND POSS�SSION § § § KNOW ALL MEN BY THESE PRESENTS THIS Fourth Amendment to Right of Entry and Possession (the " Amendment") is entered into and effective as set forth below, by and between the City of Denton, a Texas home rule municipal corporation (the "City") and Denton Coutlty Transportation Authority, a coordinated county transportation authority created under Chapter 460 of the Texas Transportation Code ("DCTA") WHEREAS, effective May 3, 201 l, pursuant to City of Denton Ordinance No. 2011-073, the City and DCTA entered into that certain Right of Entry and Possession (the "Original Right of Entry") granting DCTA the right to utilize and occupy the Property, as more particularly defined and described in the Original Right of Entry, prior to the conveyance of the Property by the City to DCTA; WHEREAS, the Original Right of Entry was amended by that certain First Amendment to Right of Entry and Possession (the "First Amendment"), dated on or about June 7, 2011, Ordinance No. 2011-099, expanding certain rights of occupation to DCTA, as more particularly described therein; WHEREAS, the Original Right of Entry was further amended by (i) that certain Second Amendment to Right of Entry and Possession (the "Second Amendment"), dated on or about April 17, 2012, Ordinance 2012-072, and (ii) that certain Third Ainendment to Right of Entry and Possession (the "Third Amendment"), dated on or about September 17, 2013, Ordinance No. 2013-249, each of said amendments extending the term of the Original Right of Entry (the 1 (kbl:4/10/14:65616) Original Right of Entry, as amended by the First Amendment, the Second Amendment, and the Third Amendment, is referred to herein as the "Right of �ntry"); WHER�AS, the Right of Entry is to expire by its terms June 30, 2014; WHEREAS, the City is still awaiting firlal approval from the Federal Transit Administration ("FTA") for the authority to transfer the Property to DCTA; and WHEREAS, it is presently anticipated that FTA authority to convey the Property to DCTA will not be obtained in sufficient time to allow the City to convey the Property to DCTA prior to the expiration of the Right of Entry; WHEREAS, due to the delay in the anticipated time for the conveyance of the Property, the City and DCTA desire to further extend the term of the Right of Entry; WHEREAS, the City Council finds it to be in the best interest of the citizens of the City of Denton to extend the Right of Entry, as provided below; NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by DCTA, the receipt and sufficiency of which is hereby acknowledged, the City and DCTA hereby amend the Right of Entry as follows: 1. Section 1 of the Right of Entry is hereby deleted in its entirety and replaced for all purposes with the following: l. Beginning on the Effective Date, DCTA may occupy and possess the Property, other than the area of the Property constituting the DDTC, as shown on Exhibit "A" to the Original Right of Entry. Beginning on or about June l, 2011, DCTA may occupy and possess the Property, inclusive of the DDTC. DCTA's right to occupy and possess the Property, inclusive of the DDTC, shall continue until the 2 (kbl:4/10/14:65616) earlier to occur of (a) the conveyance of the Property to DCTA and approval of such conveyance by the FTA; and (b) June 30, 2015. DCTA's use and occupancy of the Property shall be solely for uses related to public transportation activities and operations in connection therewith (the "DCTA Activities"). Any other use of the Property by DCTA is expressly prohibited. The City agrees to pursue and take reasonable measures to obtain (i) FTA approval of the transfer of the Assets (as each term is defined in that certain Interlocal Cooperation Agreement ("ILA"), dated effective May 6, 2008, by and between the City and DCTA); and (ii) closing of the 5309 Grant (herein so called), number TX- 03-0293-00, said 5309 Grant being referenced in the ILA. DCTA agrees to reasonably coopera�e with the City in its activities related to obtaining FTA approval of the transfer of the Assets and the closing of the 5309 Grant. 2. Section 5 of the Right of Entry is hereby deleted in its entirety and replaced for all purposes with the following: 5. In the event DCTA does not purchase the Property from the City on or before June 30, 2015, the rights granted herein shall terminate and DCTA shall immediately cease conducting the DCTA Activities, and shall vacate, in its entirety, the Property and remove all personal property, rolling stock, trade fixtures and any other property owned by DCTA from the Property not later than July 31, 2015. Further, DCTA shall execute and deliver to the City a written stipulation and acknowledgement on such date expressly (i) stipulating that all such property of DCTA has been reinoved fi�om the Property; and (ii) waiving any and all rights 3 (kbl:4/10/14:65616) DCTA may have to the Property pursuant to this Right of Entry and the property of DCTA that may be located thereon. Notwithstanding anything herein to the contrary, nothing in this Right of �ntry shall be construed as releasing and/or waiving, or requiring the release and/or waiver of, the rights and obligations of either the City or DCTA set forth in the ILA. 3. Each party hereto represents and warrants that it has taken all actions necessary to authorize the person executing this Fourth Amendment of Right of Entry on such party's behalf to bind, in all respects, the party the person represents to all tertns and provisions of this Third Amendment of Right of Entry, and that such person possesses the authority to execute this Third Amendment of Right of Entry and bind the party represented. 4. The Right of Entry, shall remain valid and subsisting as originally provided, as amended by the First Amendment, the Second Amendment, the Third Amendinent, and hereby. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment of Right of Entry effective , 2014 (the "Effective Date"). (Signatures on Following Page) 4 (kbi:4/10/14:65616) THE CITY OF DENTON, TEXAS, a Texas home rule municipal corporation i ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: George C. Campbell City Manager DENTON COUNTY TRANSPORTATION AUTHORITY, a coordinated county transportation authority I: James C. Cline, Jr., P.E., President 5 (kbl:4/10/14:65616) City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0183, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Conference Room CM: Date: George C. Campbell June 3, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Air Fair for the purpose of expenses for the Denton Air Fair; authorizing the expenditure of funds; and providing for an effective date. ($500) BACKGROUND This agreement allows for the total expenditure of $500 from Council Contingency Funds. (Council Member Engelbrecht $300 and Council Member Hawkins $200) Key provisions of the agreement include: • Funds shall be used by the Organization towards the expenses for the Denton Air Fair. • In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purposed provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from Council contingency fund accounts. EXHIBITS 1. Ordinance 2. Agreement Respectfully submitted: George C. Campbell City Manager City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0183, Version: 1 Prepared by: Linda Holley Senior Executive Assistant City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� S:\Legal\Our pocuments\Ordinances\14\serv agr-Denton Air Fair.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON AIR FAIR FOR THE PURPOSE OF EXPENSES FOR THE DENTON AIR FAIR; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Denton Air Fair for the purpose of expenses for the Denton Air Fair, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014 MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : i APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ./ . %� -- '� � �`� � � � � BY: `�_ ��,�,% ,��;j" � � {� f, \\CODAD\Deparhnents\City Manager's Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14�Denton Air Fair\Serv Agr - Denton Air Fair.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON AIR FAIR, INC. This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the Denton Air Fair, Inc., a not for profit organization, hereinafter referred to as "Air Fair". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of a donation to Air Fair which provides a benefit to the citizens by providing an air show for the community; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Air Fair shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided shall be used for expenditures for the Denton Air Fair. II. OBLIGATIONS OF AIR FAIR In consideration of the receipt of funds from City, Air Fair agrees to the following terms and conditions: A. Five Hundred/100 ($500.00) shall be paid to Air Fair by City to be utilized for the purposes set forth in Article I. B. Air Fair will maintain adequate records to establish that the City funds axe used for the purposes authorized by this Agreement. C. Air Fair will permit authorized officials of City to review its books at any time. D. Upon request, Air Fair will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Air Fair will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Air Fair will appoint a representative who will be available to meet with City ofiicials when requested. Page 1 S:l1.e��P�ur Li�cuns�e�tsl��ntr��t�\I4�.S�rv A�r - l�entsbe� l��r �aired�c III, T'Ii � E` �'E (, � �� T'h� s�evi�e� �'�z� �d by ��ty shall b� �nd� e� d ca pleted by Air �`air �ithi� �h� foC�� in� ti � f�arr��m ,r; .; � Itl, .__�� .. � 7'S. 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';� �" . � 1' � S:\Legal\Our UceumenlslContracls\I4\Serv Agr - Denton Air Fair.doc ll. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the terrn of this Agreement or subsequent thereto, have any legal force or ef�ect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreennent shall be interpreted in accordance v�ith the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITIVESS WHEREOF, the parties do hereby afiix their signatures and enter into this Agreement as of the day of mmm..m .........................w,.,.m..,.---___.__—__.._�� 20 . CITY OF DENTUN GEORGE C. CAMPBELL, C[TY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO L�GAL FORM: ANITA BURGESS, C1TY ATTOR�IEY ,, � �r � �� . � �,, � � d� ,a�.� � BY a.,� �. � M � . �. �. . .�� . �.�.�.�.� : � � ..m � — �,� �� DENTON AIR FAIR, INC, � �� " � � � � �� ^ � BY ��t;�, �,�� .�� W.�� _�. �; �. _ �.. TITLE: �:.^�� _ �� ...�' �� ..�:.:____.�____ -----�. ___�. Page 6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0185, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Office CM: Date: George C. Campbell June 3, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and SCRAP Denton for the purpose of capital needs; authorizing the expenditure of funds; and providing for an effective date. ($900) BACKGROUND This agreement allows for the total expenditure of $900 from Council Contingency Funds. (Mayor Pro Tem Kamp $500, Council Member Engelbrecht $200 and Council Member Hawkins $200) (Pete Kamp requested designation of her contingency funds on Apri124, 2014, prior to her last day on council.) Key provisions of the agreement include: • Funds shall be used by the Organization towards capital needs. • In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from Council contingency fund accounts. EXHIBITS 1. Ordinance 2. Agreement Respectfully submitted: George C. Campbell City Manager City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0185, Version: 1 Prepared by: Linda Holley Senior Executive Assistant City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� S:ALegal\Our pocumcnts�OrdinancesU4\serv agr-SCRAP Denton.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SCRAP DENTON FOR THE PURPOSE OF CAPITAL NEEDS; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and SCRAP Denton for the purchase of store equipment, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY i• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY / : � �'" BY: �-'�--;�=`--- f��''� _ �----�-'` r`` ' < \\CODAD\Departments\City Manager's Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14\SCRAP\Serv Agr - Scrap.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SCRAP DENTON This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the SCRAP DENTON, a not for profit organization, hereinafter referred to as "SCRAP". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of a donation to SCRAP which provides a benefit to the citizens; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES SCRAP shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided shall be used to purchase store equipment. II. OBLIGATIONS OF SCRAP In consideration of the receipt of funds from City, SCRAP agrees to the following terms and conditions ; A. Nine Hundred /100 ($900.00) shall be paid to SCRAP by City to be utilized for the purposes set forth in Article I. B. SCRAP will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. SCR.AP will permit authorized officials of City to review its books at any time. D. Upon request, SCRAP will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. SCRAP will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. SCRAP will appoint a representative who will be available to meet with City ofiicials when requested. Page 1 \\CdDAD\I7epartments\City Manager's dffice\cmo\Council Assistant\Cantingency Funds\Contingency 2013-14\SCRAP\Serv Agr - Scrap.doc III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by SCRAP within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYIVtEtvTS To SCRAP. City shall pay to SCRAP the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. SCRAP shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to SCRAP; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION SCRAP agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. SCR.AP agrees to make available its bank statements for review by City at City's discretion. In addition, SCRAP agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, SCR.AP agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. SCRAP's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. SCRAP agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve SCRAP of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Page 2 \\CODAD\Departments\City Manager°s Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14\SC \Serv Agr - Scrap.doc Minutes of all meetings of SCRAP's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if SCRAP violates any covenants, agreements, or guarantees of this Agreement, the SCRAP's insolvency or iiling of bankruptcy, dissolution, or receivership, or the SCRAP's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. b:C��;��:,mmOPPO[� 1'�T�➢:'�`�" �l�i� �"��l!�F'1_�l�1�+�1�,..._'4�C J�,:t I��`� A. SCRAP shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. SCRAP will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of SCRAP's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and SCRAP may be barred from further contracts with City. IX. WARRANTIES SCRAP represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any signiiicant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of SCRAP on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of SCRAP. C. No litigation or legal proceedings are presently pending or threatened against SCRAP. D. None of the provisions herein contravenes or is in conflict with the authority under which SCRAP is doing business or with the provisions of any existing indenture or agreement of SCRAP. Page 3 \\CODAD\DeparhnenYS\City Manager's Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14\SCRAP\Serv Age - Scrap.doc E. SCRAP has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of SCRAP are subj ect to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by SCRAP to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMF_,N1�M._F_,NT� A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modiiications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. SCRAP shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the SCRAP agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the SCRAP or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of SCRAP, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. SCRAP covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. SCRAP further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. .,:. ,' \\CODAD\Departments\City Manager's Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14\SCRAP\Serv Agr - Scrap.doc B. SCRAP further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or SCRAP in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to SCRAP or City, as the case may be, at the following addresses: CITY SCRAP City of Denton, Texas SCRAP Denton Attn: City Manager Heather Gregory, Director 215 E. McKinney 215 W. Oak St. Denton, TX 76201 Denton, TX 76201 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. SCRAP shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to SCRAP hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by SCRAP. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always speciiically preserved. No representative or agent of City may waive the effect of this provision. 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0192, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation Jon Fortune June 3, 2014 Legislation Text Agenda Information Sheet SUBJECT Consider approval of a resolution of the City of Denton, Texas certifying funding and support for the 2014 Transportation Alternatives Program application with the North Central Texas Council of Governments, authorizing the City Manager to submit an application to receive funding to implement a bike share program through the program and, if the grant is approved, to execute the grant agreement and take other actions necessary to implement the grant; and providing an effective date. BACKGROUND The North Central Texas Council of Governments (NCTCOG) announced on February 14, 2014, that the Transportation Alternatives Program (TAP) was authorized as part of the current Department of Transportation funding bill, MAP-21, Moving Ahead for Progress in the 21 gt Century. This program is similarto the Statewide Transportation Enhancement Program (STEP) and Safe Routes to School programs which the City of Denton has submitted project applications in the past. As part of the announcement, NCTCOG issued a project call that opened on February 24, 2014, indicating that applications for eligible projects will be due on May 30, 2014. Eligible projects include projects that will enhance multi-modal and active transportation options such as bicycle facilities, pedestrian trails, transit and safe routes to schools. The City of Denton entered into a professional services agreement with Alta Planning + Design to assist in a preliminary feasibility/scoping study for a bicycle share program similar to programs in place in Ft Worth, Austin, San Antonio and Houston. Bike share programs offer active transportation options for trips that may be too far to walk, but may not warrant public transit, taxi or personal autos to complete the trip. Bike share programs have a network of "stations" located throughout a community at high activity centers such as entertainment districts, retail centers, universities and governmental complexes. Bike share members or patrons may check out a bike and return it to a station within close proximity of their final destination. Alta has provided staff with a preliminary capital budget of $465,750 for Phase I of the Denton Bicycle Share Program. Phase I consists of nine stations, each with eight bikes and 15 docks. Extra docks allow additional station capacity reducing maintenance effort to rebalance or relocate bikes to other stations. Each station is modular and solar powered, and will include docking stations, bicycles and a terminal or kiosk that houses the tracking and payment software. Phase I is intended to serve portions of the Central Business District, Texas Woman's University (TWU), The University of North Texas (LTNT) and Denton County Transportation Authority's (DCTA) Euline Brock Downtown Denton Transit Center. Later phases are intended to further City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0192, Version: 1 expand the station network based on demand. The NCTCOG indicated joint applications and multi jurisdictionprojects are encouraged. On January 29, 2014, a stakeholder meeting was held at LTNT with representatives from LTNT, TWU, DCTA and the City of Denton to determine interest in a proposed bike share program. Each Agenda Information Sheet June 3, 2014 Page 2 agency indicated a strong interest in participating in a program, however, in an effort to meet the application deadline, staff is advancing the project application with the City of Denton as the nominating agency for the project. Support letters for the application have been received from TWU and DCTA for the project and include support to place a station(s) at their respective facilities. As part of the application process for the TAP grant program, NCTCOG, serving as the Metropolitan Planning Organization, will review and evaluate each project submitted and provide a ranking of all projects in the region. The NCTCOG will complete the review of applications between June and August. Public meetings will be held in September for recommended projects and the Surface Transportation Technical Committee and the Regional Transportation Council will vote to approve the recommended project lists by November 2014. If approved, the project will be placed on the Statewide Transportation Improvement Plan and funds would be available in summer 2015. In addition to community and agency support letters, NCTCOG is requesting that nominating entities provide a resolution demonstrating the submitting organization's support and financial commitment for each project should NCTCOG award funding for a particular project. The attached draft resolution, Exhibit 2, outlines the City's commitment to provide the required minimum local match at 20-percent of project costs and states that the City will be responsible for all non-federally eligible items and 100-percent of all project overruns. RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT The TAP application deadline is 5:00 pm May 30, 2014. NCTCOG staff has indicated the project review and recommendation project will take approximately three months and grant award will be made six to eight months from project approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Council Mobility Committee was briefed on bike share programs at the December 2013 Mobility Committee. The Mobility Committee was briefed on the proposed bicycle share program and gave direction to seek funding as part of the TAP Call for Projects at the May 2, 2014, Mobility Committee meeting. FISCAL INFORMATION TAP is a matching grant program requiring the local sponsor to pay 20% of the total project costs and any cost City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0192, Version: 1 overruns. The total estimated project cost for the Denton Bicycle Share Program Phase I is $465,750 which the City's 20-percnet share will be $93,150. The local share will come from the remaining balance due the City from DCTA on the conveyance of the Euline Brock Downtown Denton Transit Center. Agenda Information Sheet June 3, 2014 Page 3 EXHIBITS l. NCTCOG Call for Projects dated February 14, 2014 2. Resolution 3. Bike Share Overview Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� �iiii �4 �� i' j � i� � � /, , ��,��,i f, , /�;,i=, 1 i / / �� f i%;-% . � ,� ,d � . 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A RESOLUTION OF THE CITY OF DENTON, TEXAS CERTIFYING FUNDING AND SUPPORT FOR THE 2014 TRANSPORTATION ALTERNATIVES PROGRAM APPLICATION TO THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS, AUTHORIZING THE CITY MANAGER TO SUBMIT SUBMIT AN APPLICATION TO RECEIVE FUNDING TO IMPLEMENT A BIKE SHARE PROGRAM THROUGH THE GRANT PROGRAM AND, IF THE GRANT IS APPROVED, TO EXECUTE THE GRANT AGREEMENT AND TAKE OTHER ACTIONS NECESSARY TO IMPLEMENT THE GRANT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Regional Transportation Council, comprised primarily of local elected officials, is the regional transportation policy board associated with the North Central Texas Council of Governments ("NCTCOG") and the regional forum for cooperative decisions on transportation; and, WHEREAS, the Regional Transportation Council approved approximately $28 million for the current Transportation Alternatives Program call for projects on February 13, 2014; and, WHEREAS, the City of Denton submitted a transportation alternatives project application for the Denton Bike Share Program project to the North Central Texas Council of Governments prior to the May 30, 2014 deadline; and, WHEREAS the City of Denton, Texas, ("City") wishes to increase the number of people engaging in active transportation by bicycling; and WHEREAS, the implementation of a bike share program with stations located at Texas Woman's University, the University of North Texas, at the Denton County Transportation Authority Euline Brock Downtown Denton Transit Center and on City of Denton property in the Central Business District will accomplish the intention of the City; and WHEREAS, the City Manager anticipates matching funding for the Denton Bike Share Program will be available through the Transportation Alternatives Program of the MAP — 21: Moving Ahead for Progress in the 21 S` Century US Department of Transportation Funding and Authorization Bill; and WHEREAS, the North Central Texas Council of Governments action on the authority of the Metropolitan Planning Organization has issued a Call for Projects; and WHEREAS, the City Council deems it in the public interest to support the Denton Bike Share Program and to apply for TAP funds to assist financing of the active transportation program; and WHEREAS, the Regional Transportation Council requires the submittal of a resolution as part of the Transportation Alternatives Call for Project application submission; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION l. 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 of Denton supports the Denton Bike Share Program as applied for in the 2014 Transportation Alternative Program Call for Projects application. SECTION 3. The City of Denton will serve as the public sponsor and lead project contact on this project. The City of Denton agrees to designate a single point of contact for the project. SECTION 4. The City of Denton commits to fund or pass through funds from other sources for a minimum local cash or in-kind match of 20-percent of the total project cost. SECTION 5. The City of Denton understands and acknowledges that all awarded funding is provided on a reimbursement basis SECTION 6. The City Manager or his designee is hereby authorized to submit an application on behalf of the City of Denton to the North Central Texas Council of Governments through the TAP Call for Projects for funding to acquire equipment and construct infrastructure to implement a bike share program that will provide alternative transportation options to better connect Texas Woman's University, The University of North Texas, Denton County Transportation Authority and various City of Denton areas. SECTION 7. Should the NCTCOG select and approve funding for the Bike Share Program through the TAP, the City agrees to commit to the project's development, implementation, construction, maintenance, management and financing, including providing the required local match at 20-percent or greater of the total project cost, including being responsible for all cost overruns. The City Manager, or his designee, is hereby authorized to execute a Grant Agreement with NCTCOG after the Agreement is approved by the City Attorney, and to exercise all rights and duties of the City of Denton under this Agreement. SECTION 8. The City Manager, or his designee, is the City's authorized representative who is directed to comply with any assurances, conditions, or agreements required to be executed, to take all actions required under the TAP and to make expenditures of all the funds required to be expended or received by the City under the TAP grant by the City as its share of the TAP. SECTION 9: This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �:� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ��°�°�� ° II II EXHIBIT 3 '�'I��""�"" ;�S '�3;�'I�'� S'I��'I�'�� Bike Share is a network of shared bicycles available for short-term use. It combines the convenience and flexibility of a private vehicle with the accessibility and reliability of mass transit. Bike share systems offer a fleet of specially-designed, durable, and versatile bicycles. Station-based systems include a network of stations with automated docking points for picking up and returning bikes. Lock-based systems include an automated lock attached to the bike, allowing the bike to be docked or retrieved from any location. More than 500 cities around the world have implemented public bike sharing, including Washington, DC, New York City, Kansas City, San Antonio, Denver, Minneapolis, and Chicago. 'I�C3'� 'tl�C3'�S ;�""�"" '�C3'I�'I�� Bike share systems have a nr��r�nr'I�: ��' ��m�nr�� distributed through a city or portion of a community. You can find a station while out walking, go online, or use a mobile phone app to find the nearest station. Fees are generally designed to encourage short trips such as errands or commuting rather than longer recreational rides. Typically, you get a nr�r��nr�r�l��nr��mnp �nr ��m�� np�� and have an unlimited number of trips as long as each trip is less than 30 to 45 minutes. If you want the bike longer, you pay extra. With your annual membership key, or after paying for a daily pass, you can �nr�'��:ll�: �'I�ml�:�� from a station and off you go. Feel the wind on your face and ��nr�� nrm�� as you bike to your destination. Be safe and follow the rules of the road along the way. When you get to your destination, nr��nrnr� �� llk�m'I�:�� to the nearest station or drop-off point. Enjoy the walk to your final destination. While nearly all bike share systems in North America use docking stations and kiosks, there are also systems that forego stations. These systems—typically used in smaller cities or on campuses—feature ""smart locks"" that allow users to '��I�: '�'n� � 'I�ml�:�� nr�,��rl��nr�� rm��l��mnr� ��I�� nr�m�:�� nr��. Members or day pass users can locate the closest bike and access an unlocking code with their smart phone or tablet. Though untested in larger cities, in principle, they offer a more flexible system for a lower capital cost. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: ID 14-0186, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Date: Howard Martin, Utilities, 349-8232 June 3, 2014 SUBJECT Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain one permanent Electric Utility Easement and one Temporary Construction Easement encumbering 2.192 and 1.160 acres of land respectively; the permanent Electric Utility Easement to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance as the " DME Expansion Project"); the Temporary Construction Easement to be used and utilized for the purpose of access, staging of materials and equipment, construction, and grading activities relating to the DME Expansion Project; the affected lands and interests being generally situated in the S McCracken Survey, Abstract Number 817, City of Denton, Denton County, Texas, as more particularly described in Exhibits "A-1" and "A-2", and depicted in Exhibits `B-1" and `B-2", respectively, attached to the ordinance and made a part thereof (said tracts of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (N) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Parcel C6 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) BACKGROUND Ongoing negotiations with the affected property owner for the subject land rights necessary for the Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade project have reached an impasse. Approval of the subject ordinance authorizes staff to acquire the land rights necessary by way of exercising the City's eminent domain authority. OPTIONS 1. Approve the proposed Ordinance. 2. Decline approval of the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0186, Version: 1 Recommend approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT Winter 2014/Spring 2015 PRIOR ACTION/REVIEW (Council, Boards, Commissions) This tract is within the alignment previously recommended by the Public Utility Board and approved by the City Council. Public Utility Board May 19, 2014 - Approved FISCAL INFORMATION The overall 69kV Transmission Line Rebuild project is being funded by issuing General Obligation Bonds which will be paid by Transmission Revenue received from all other electric utilities who are members of the Electric Reliability Council of Texas (ERCO'1�. BID INFORMATION N/A EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: Phil Williams General Manager Electric Administration Denton Municipal Electric Prepared by: Pamela England Real Estate Specialist City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� LOCATION MAP �- • •. ' ••• -• � • • / ��` � , ,-`I_ • � . // /, '.I:'% �� .�� , ,, � �/ I � � ,,, � s:\legal\our documents\ordinanccs\14\riiey ed ordinance.doc ORDINANCE NO. AN ORDINANCE (I) FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN ONE PERMANENT ELECTRIC UTILITY EASEMENT AND ONE TEMPORARY CONSTRUCTION EASEMENT ENCUMBERING 2.912 AND 1.160 ACRES OF LAND, RESPECTIVELY; THE PERMANENT ELECTRIC UTILITY EASEMENT TO BE USED AND UTILIZED FOR AND 1N CONNECTION WITH THE EXPANSION, CONSTRUCTION, MAINTENANCE, REPLACEMENT, AUGMENTATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES (HEREIN, THE "DME EXPANSION PROJECT"); THE TEMPORARY CONSTRUCTION EASEMENT TO BE USED AND UTILIZED FOR THE PURPOSE OF ACCESS, STAGING OF MATERIALS AND EQUIPMENT, CONSTRUCTION AND GRADING ACTNITIES RELATING TO THE DIvIE EXPANSION PROJECT; THE AFFECTED LANDS AND INTERESTS BEING GENERALLY SITUATED IN THE S. MCCRACKEN SURVEY, ABSTRACT NUMBER 817, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN EXHIBITS "A- 1" AND "A-2", AND DEPICTED IN EXHIBITS `B-1" AND "B-2", RESPECTNELY, ATTACHED HERETO AND MADE A PART HEREOF (SAID TRACT OF LAND AND ALL RELATED INTERESTS THEREIN TO BE ACQUIRED AND DAMAGES RESULTING THEREFROM COLLECTIVELY REFERRED TO HEREIN AS THE "PROPERTY INTERESTS"); (II) AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS; (III) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; (IV) MAKING FINDINGS; (V) PROVIDING A SAVINGS CLAUSE; AND (VI) PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") has initiated plans for the expansion of electrical utilities and infrastructure which affect, among other lands and interests, the Property Interests; WHEREAS, the DME Expansion Project constitutes a valid public use, and the acquisition of the Property Interests is necessary for public use to provide electrical utilities expansion and improveinents to serve the public and the citizens of the City of Denton, Texas; WHEREAS, the City made a written Initial Offer (herein so called) to Tony A. Riley, the owner of the Property Interests ("Owner"), on February 17, 2014, to purchase the Property Interests from the Owner; WHEREAS, the City provided to the Owner of the Property Interests at the time of presenting the Initial Offer, by certified mail, return receipt requested, (among other things) all appraisal reports produced or acquired by the City relating specifically to the Owner's property prepared in the ten (10) years preceding the date of the Initial Offer, and a Texas Landowner's Bill of Rights; WHEREAS, the Initial Offer made by the City to the Owner of the Property Interests did not include a confidentiality provision and further informed the Owner of the Property Interests that such Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Property Interests with others; or (ii) keep the offer or agreement confidential, unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice"); WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on April 8, 2014, to purchase the Property Interests from the Owner, said date being after the thirtieth (30th) day after the date on which the City made the Initial Offer to the Owner of the Property Interests; WHEREAS, along with such Initial and/or Final Offer, the Owner of the Property Interests was provided a written appraisal from a certified appraiser of the value of the Property Interests and the damages, if any, to any of the Owner's remaining property, if any; WHEREAS, the Final Offer made to the Owner of the Property Interests to purchase the Property Interests of the Owner was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Initial and Final Offers made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) (a) an easement purchase agreement and (b) an electric utility easement, being the instruments proposed to be used in the conveyance of the Property Interests sought to be acquired by the City; (iii) the Landowner's Bill of Rights statement prescribed by Section 21.0112 of the Texas Property Code; and (iv) the Non Confidential Notice; WHEREAS, the City provided the Owner of the Property Interests at least fourteen (14) days to respond to the Final Offer and the Owner of the Property Interests did not agree to the terms of the Final Offer within that period, nor did negotiations between the City and the Owner, if any, result in mutually agreeable terms to purchase the Property Interests; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, in addition to other information as required by Subchapter C, Chapter 551, of the Texas Government Code, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHEREAS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) a permanent easement acquisition encumbering 2912 acres of real property, and (2) a temporary construction easement acquisition encumbering 1.160 acres of real property, being generally located in the S. McCracken Survey, Abstract No. 817, and all being more particularly described in Exhibits "A-1" and"A-2", and depicted in Exhibits "B-1" and "B- 2", respectively, to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the DME Expansion Project in the City of Denton, Texas"; and WHEREAS, after due consideration of the public interests to be furthered by DME Expansion Project in the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 2 SECTION l. The City Council hereby finds and determines that the DME Expansion Project constitutes a valid public use, that the acquisition of the Property Interests is necessary for public use to provide electric utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas, that the public welfare and convenience requires the acquisition of the Property Interests, and the City of Denton, Texas does hereby exercise its home-rule and statutory authority to acquire by eminent domain (1) a permanent easement acquisition encumbering 2.192 acres of real property, and (2) a temporary construction easement acquisition encumbering 1.160 acres of real property, all affected tracts being described in Exhibits "A-1" and "A-2, and depicted in Exhibits "B-1" and "B-2", respectively, attached hereto and made a part hereof by reference. The Council hereby further finds and determines that the acquisition of the Property Interests is for a public use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the filing and prosecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests. SECTION 3. The City Council hereby finds that the Owner was the record title owner of said Property Interests at the time of making the Initial Offer and Final Offer. Without limiting the general authorization provided in Section 2, above, the City Council further authorizes joinder of additional or differing owner or owners, or claimant or claimants, of the Property Interests, if applicable, in the eminent domain proceedings, and to condemn the interests of each such parties to acquire the Property Interests. SECTION 4. The City Manager, or his designee, shall have the authority to do all things necessary or appropriate to acquire the Property Interests by eminent domain, including without limitation, the authority to retain and hire, on behalf of the City, counsel to file and prosecute eminent domain proceedings, and to expend funds related to the prosecution of such proceedings. SECTION 5. The recitals provided in this Ordinance, as set forth above, are specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014 MARK A. BURROUGHS, MAYOR 3 ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By. �- -�� +t�- ��- EXHIBIT A-1 TO ORDINANCE LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 2.912 acre tract of land situated in the S. McCracken Survey, Abstract Number 817, Denton County, Texas, and being part of that certain tract of land described as Tract 1 in a Deed to Tony A. Riley, as recorded in Document Number 93-19780 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGiNNING at a point for corner at the intersection of the Easterly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-of-way) with the Northerly line of State Highway Loop 288 (a variable width right-of-way), said point being the most Westerly Southwest corner of the above ated Riley tract, from which a concrete monument found for reference bears South 20° 10' 31" East a distance of 3.94 feet; THENCE North 29° 10' 03" East, along the Easterly line of said F.M. Highway No. 428, a distance of 28.71 feet to a point for comer; THENCE departing the Easterly line of said F.M. Highway No. 428, and over and across said Riley tract the following three courses and distances: South 59° 42' 36" East, a distance of 89.63 feet to a point for corner; South 54° 37' 56" East, a distance of 351.41 feet to a point for corner; South 55° 23' 32" East, a distance of 1012.05 feet to a point for oorner in the East line of said Riley tract and the West line of a tract of land described in a Deed to Charles A. Reed and wife, Harriet Reed, as recorded in Volume 825, Page 183 of the Deed Records of Denton County, Texas, from which a 1/2 inch iron rod found for the Northeast comer of said Riley tract bears North 02° 02' 25" East, a distance of 1253.34 feet; THENCE South 02° 02' 25" West, along the East line of said Riley tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at the centerline of the proposed power line at a distance of 44.50 feet, and continuing along said line for a total distance of 119.99 feet to a point for corner in the Northerly line of said State Highway Loop 288, from which a 1/2 inch iron rod with cap stamped "RPLS 3963" found for reference bears South 52° 00' 06" East a distance of 147.13; THENCE along the Northerly line of said State Highway Loop 288, the following five courses and distances: North 52° 00' 06" West, a distance of 358.12 feet to a point for comer; North 57° 42' 50" West, a distance of 500.04 feet to a broken concrete monument found for comer; North 51 ° 20' 32" West, a distance of 446.47 feet to a concrete monument found for corner; North 58° 23' 28" West, a distance of 147.62 feet to a broken concrete monument found for comer; North 20° 10' 31" West, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at the centerline of the proposed power line at a distance of 65.47 feet, and continuing along said line for a total distance of 7929 feet to the POINT OF BEGINNING, and containing 2.912 acres of land, more or less. � � l Todd B. Turner, R.P.L.S. October 10, 2013 September 21, 2012 — Field T.B.P.L.S. Firm 10011601 ��f��STf,p o;ti17 . �:..4,.,...�........i .. 7nnn e. � ..� ...............«...,y... � .0 4859 � i � � • j� :'�p'�.SN.O ,{OQ`' �D su[tv DME13222 EXHIBIT A-2 TO ORDINANCE LEGAL DESCRIPTION 35' TEMPORARY CONSTRUCTION EASEMENT BEING a 1.160 acre tract of land situated in the S. McCracken Survey, Abstract Number 817, Denton County, Texas, and being part of that certain tract of land described as Tract 1 in a Deed to Tony A. Riley, as recorded in Document Number 93-19780 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a point for comer in the Easterly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-of-way), from which the most Westeriy Southwest corner of the above cited Riley tract and the Northe�ly line of State Highway Loop 2�8 (a variable width right-of-way bears South 29° 10' 03" West a distance of 28.71 feet; THENCE North 29° 10' 03" East, continuing along the Easterly line of said F.M. Highway No. 428, a distance of 35.00 feet to a point for comer, THENCE departing the Easterly line of said F.M. Highway No. 428, and over and across said Riley tract, the following three courses and distances: South 59° 42' 36" East, a distance of 91.87 feet to a point for corner; South 54° 37' 56" East, a distance of 352.73 feet to a point for comer; South 55° 23' 32" East, a distance of 989.46 feet to a point for corner in the East line of said Riley tract and the West line of a tract of land described in a Deed to Charles A. Reed and wife, Harriet Reed, as recorded in Volume 825, Page 183 of the Deed Records of Denton County, Texas, from which a 1/2 inch iron rod found for the Northeast comer of said Riley tract bears North 02° 02' 25" East a distance of 1211.81 feet; THENCE South 02° 02' 25" West, along the East line of said Riley tract, a distance of 41.53 feet to a point for corner in the Northerly line of a proposed variable width electric easement; THENCE along the Northeriy line of said electric easement, the following three courses and distances: North 55° 23' 32" West, a distance of 1012.05 feet to a point for comer; North 54° 37' S6" West, a distance of 351.41 feet to a point for corner; North 59° 42' 36" West, a distance of 89.63 feet to the POINT OF BEGINNING, and containing 1_160 acres of land, more or less. � Todd B. Turner, R.P.L.S. October 10, 2013 September 21, 2012 — Field T.B.P.L.S. 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0187, Version: 1 Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin, Utilities 349-8232 Date: SUBJECT Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain one permanent Electric Utility Easement and one Temporary Construction Easement encumbering 0.040 and 0.048 acres of land respectively; the permanent Electric Utility Easement to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance as the " DME Expansion Project"); the Temporary Construction Easement to be used and utilized for the purpose of access, staging of materials and equipment, construction, and grading activities relating to the DME Expansion Project; the affected lands and interests being generally situated in the S McCracken Survey, Abstract Number 817, City of Denton, Denton County, Texas, as more particularly described in Exhibits "A-1" and "A-2", and depicted in Exhibits `B-1" and `B-2", respectively, attached to the ordinance and made a part thereof (said tracts of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (N) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Parcel C7 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) BACKGROUND Ongoing negotiations with the affected property owner for the subject land rights necessary for the Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade project have reached an impasse. Approval of the subject ordinance authorizes staff to acquire the land rights necessary by way of exercising the City's eminent domain authority. OPTIONS 1. Approve the proposed Ordinance. 2. Decline approval of the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0187, Version: 1 ESTIMATED SCHEDULE OF PROJECT Winter 2014/Spring 2015 PRIOR ACTION/REVIEW (Council, Boards, Commissions) This tract is within the alignment previously recommended by the Public Utility Board and approved by the City Council. Public Utility Board May 19, 2014 - Approved FISCAL INFORMATION The overall 69kV Transmission Line Rebuild project is being funded by issuing General Obligation Bonds which will be paid by Transmission Revenue received from all other electric utilities who are members of the Electric Reliability Council of Texas (ERCO'1�. BID INFORMATION N/A EXHIBITS 1. Location Map Ordinance Respectfully submitted: Phillip Williams General Manager Electric Administration Denton Municipal Electric Prepared by: Pamela England Real Estate Specialist City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� LOCATION MAP �- • •. ' ••• -• � • • � �, ,_�I'-, ". :,% 'i�� i � �� .�� ; � _ l � � , i l . � s:\legal\our documents\ordinances\14\sel sherman drive ed ordina�ice.doc ORDINANCE NO. AN ORDINANCE (I) FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN ONE PERMANENT ELECTRIC UTILITY EASEMENT AND ONE TEMPORARY CONSTRUCTION EASEMENT ENCUMBERING 0.040 AND 0.048 ACRES OF LAND, RESPECTIVELY; THE PERMANENT ELECTRIC UTILITY EASEMENT TO BE USED AND UTILIZED FOR AND IN CONNECTION WITH THE EXPANSION, CONSTRUCTION, MAINTENANCE, REPLACEMENT, AUGMENTATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES (HEREIN, THE "DME EXPANSION PROJECT"); THE TEMPORARY CONSTRUCTION EASEMENT TO BE USED AND UTILIZED FOR THE PURPOSE OF ACCESS, STAGING OF MATERIALS AND EQUIPMENT, CONSTRUCTION AND GRADING ACTIVITIES RELATING TO THE DME EXPANSION PROJECT; THE AFFECTED LANDS AND INTERESTS BE1NG GENERALLY SITUATED IN THE S. MCCRACKEN SURVEY, ABSTRACT NUMBER 817, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN EXHIBITS "A- 1" AND "A-2", AND DEPICTED IN EXHIBITS `B-1" AND `B-2", RESPECTIVELY, ATTACHED HERETO AND MADE A PART HEREOF (SAID TRACT OF LAND AND ALL RELATED 1NTERESTS THEREIN TO BE ACQUIRED AND DAMAGES RESULTING THEREFROM COLLECTIVELY REFERRED TO HEREIN AS THE "PROPERTY INTERESTS"); (II) AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY 1NTERESTS; (III) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; (IV) MAKING FINDINGS; (V) PROVIDING A SAVINGS CLAUSE; AND (VI) PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") has initiated plans for the expansion of electrical utilities and infi�astructure which affect, among other lands and interests, the Property Interests; WHEREAS, the DME Expansion Project constitutes a valid public use, and the acquisition of the Property Interests is necessary for public use to provide electrical utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas; WHEREAS, the City made a written Initial Offer (herein so called) to Sel Sherman Drive, LLC, a Texas limited liability company, the owner of the Property Interests ("Owner"), on February 17, 2014, to purchase the Property Interests from the Owner; WHEREAS, the City provided to the Owner of the Property Interests at the time of presenting the Initial Offer, by certified mail, return receipt requested, (among other things) all appraisal reports produced or acquired by the City relating specifically to the Owner's property prepared in the ten (10) years preceding the date of the Initial Offer, and a Texas Landowner's Bill of Rights; WHEREAS, the Initial Offer made by the City to the Owner of the Property Interests did not include a confidentiality provision and further informed the Owner of the Property Interests that such Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Property Interests with others; or (ii) keep the offer or agreement confidential, unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice"); WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on April S, 2014, to purchase the Property Interests from the Owner, said date being after the thirtieth (30th) day after the date on which the City made the Initial Offer to the Owner of the Property Interests; WHEREAS, along with such Initial and/or Final Offer, the Owner of the Property Interests was provided a written appraisal from a certified appraiser of the value of the Property Interests and the damages, if any, to any of the Owner's remaining property, if any; WHEREAS, the Final Offer made to the Owner of the Property Interests to purchase the Property Interests of the Owner was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Initial and Final Offers made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) (a) an easement purchase agreement and (b) an electric utility easement, being the instruments proposed to be used in the conveyance of the Property Interests sought to be acquired by the City; (iii) the Landowner's Bill of Rights statement prescribed by Section 21.0112 of the Texas Property Code; and (iv) the Non Confidential Notice; WHEREAS, the City provided the Owner of the Property Interests at least fourteen (14) days to respond to the Final Offer and the Owner of the Property Interests did not agree to the terms of the Final Offer within that period, nor did negotiations between the City and the Owner, if any, result in mutually agreeable terms to purchase the Property Interests; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, in addition to other information as required by Subchapter C, Chapter 551, of the Texas Government Code, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHEREAS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) a permanent easement acquisition encumbering 0.040 acres of real property, and (2) a temporary construction easement acquisition encumbering 0.048 acres of real property, being generally located in the S. McCracken Survey, Abstract No. S 17, and all being more particularly described in Exhibits "A-1" and"A-2", and depicted in Exhibits "B-1" and "B- 2", respectively, to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the DME Expansion Project in the City of Denton, Texas"; and WHEREAS, after due consideration of the public interests to be furthered by DME Expansion Project in the City of Denton, Texas; NOW, THEREFORE, 2 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The City Council hereby finds and determines that the DME Expansion Project constitutes a valid public use, that the acquisition of the Property Interests is necessary for public use to provide electric utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas, that the public welfare and convenience requires the acquisition of the Property Interests, and the City of Denton, Texas does hereby exercise its home-rule and statutory authority to acquire by eminent domain (1) a permanent easement acquisition encumbering 0.040 acres of real property, and (2) a temporary construction easement acquisition encumbering 0.048 acres of real property, all affected tracts being described in Exhibits "A-1" and "A-2, and depicted in Exhibits "B-1" and `B-2", respectively, attached hereto and made a part hereof by reference. The Council hereby further finds and determines that the acquisition of the Property Interests is for a public use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the filing and prosecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests. SECTION 3. The City Council hereby finds that the Owner was the record title owner of said Property Interests at the time of making the Initial Offer and Final Offer. Without limiting the general authorization provided in Section 2, above, the City Council further authorizes joinder of additional or differing owner or owners, or claimant or claimants, of the Property Interests, if applicable, in the eminent domain proceedings, and to condemn the interests of each such parties to acquire the Property Interests. SECTION 4. The City Manager, or his designee, shall have the authority to do all things necessary or appropriate to acquire the Property Interests by eminent domain, including without limitation, the authority to retain and hire, on behalf of the City, counsel to file and prosecute eminent domain proceedings, and to expend funds related to the prosecution of such proceedings. SECTION 5. The recitals provided in this Ordinance, as set forth above, are specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. 3 PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I�J APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � By: � Exhibit A-1 to Ordinance LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 0.040 acre tract of land situated in the S. McCracken Survey, Abstract No. 817, Denton County, Texas, and being part of that certain tract of land described in a Deed to Sel Sherman Drive, LLC., as recorded in Document Number 2008-0710 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a broken concrete monument found for corner at the most Southerly corner of the above cited Sei Sherman Drive tract and the most Easterly Southeast comer of a tract of land described in a Deed to Denton Independent School District (DISD), as recorded in Document Number 97-83710 of the Real Property Records of Denton County, Texas, said also being in the Northeasterly line of State Highway Loop 288 (a variable width right-of-way); THENCE North 00° 58' 04" West, departing the Northeasterly line of said State Highway Loop 288, and along the East line of said DISD tract and the West line of said Sel Sherman Drive tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 23.76 feet, and continuing along said line for a total distance of 67.31 feet to a point for comer, from which a 1/2 inch iron rod found at an angle point in the common line between said DISD tract and said Sel Sherman Drive tract bears North 00° 58' 04" West a distance of 217.09 feet; THENCE South 60° 23' S3" East departing the West line of said Sel Sherman Drive tract, for a distance of 49.12 feet to a point for comer in the Westerly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-of-way); THENCE South 28° 53' 25" West along the Westerly line of said F.M. Highway No. 428, for a distance of 41.30 feet to a broken concrete monument found at the intersection of the Westerly line of said F.M. Highway No. 428 with the Northeasterly line of said State Highway Loop 288; THENCE South 72° 21' S9" West along the Northeasterly line of said State Highway Loop 288, for a distance of 22.69 feet to the POINT OF BEGINNING, and containing 0.040 acres of land, more or less. r B. Turner, R.P.L.S. October 10, 2013 T.B.P.L.S. Firtn 10011601 �,c� ,i �'a►5T fR' �.i' y1 �� ' c0't.9 : .. :......» ..............�.. rano e. n�a ��y�� +�ww��u��y�� ' �� 48�J9 �T�� q�'•.yf 5 S ;�+ O� �!n •�«�"• e"� _ DME13222 Exhibit A-2 to Ordinance LEGAL DESCRIPTION 35' TEMPORARY CONSTRUCTION EASEMENT BEING a 0.048 acre tract of land situated in the S. McCracken Survey; Abstract No. 817, Denton County, Texas, and being part of that certain tract of land described in a Deed to Sel Sherman Drive, LLC., as recorded in Document Number 2008-0710 of the Real Property Records of Denton County, Texas, and being more particularly described as folfows: BEGINNING at a point for comer in the West line of the above cited Sel Sherman Drive tract and the East line of a tract of land described in a Deed to Denton Independent School District (DISD), as recorded in Document Number 97-83710 of the Real Property Records of Denton County, Texas, from which a broken concrete monument found for the most Southerly comer of said Sel Sherman Drive tract bears South 00° 58' 04" East a distance of 67.31 feet; THENCE North 00° 58' 04" West along the East line of said DISD tract and the West line of said Sel Sherman Drive tract, for a distance of 40.65 feet to a point for corner, from which a 1/2 inch iron rod found at an angle point in the common line between said DISD tract and said Sel SheRnan Drive tract bears North 00° 58' 04" West a distance of 176.44 feet; THENCE South 60° 23' 53" East departing the West line of said Sel SheRnan Drive tract, for a distance of 69.36 feet to a point for comer in the Westerly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-of-way); THENCE South 28° 53' 25" West along the Westerly line of said F.M. Highway No. 428, for a distance of 35.00 feet to a point for corner, from which a broken concrete monument found at the intersection of the Westerly line of said F.M. Highway No. 428 and the Northerly line of State Highway Loop 288 (a variable width right-of-way) bears South 28° 53' 25° West a distance of 41.30 feet; THENCE North 60° 23' 53° West departing the Westerly line of said F.M. Highway No. 428, and along the North line of a proposed 75 foot electric easement, for a distance of 49.12 feet to the POINT OF BEGINNING, and containing 0.048 acres of land, more or less. r'� �E��h TF �_ ___ �l,•''�" 1 S T �R�-t- J''4`.�� O 'T Todd B. Turner, R.P.L.S. y% � �;�' October 70, 2073 ••':••"•••«••'•••••"'•�" T.B.P.L,S. 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0188, Version: 1 Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Date: Howard Martin, Utilities, 349-8232 June 3, 2014 SUBJECT Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of a 2.493 acre tract of land to be used and utilized for and in connection with the expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution lines, facilities, and structures (therein the ordinance, the "DME Expansion Project"); the affected lands and interests being generally situated in the T. Toby Survey, Abstract Number 1288, City of Denton, Denton County, Texas, as more particularly described and depicted in Exhibit "A", attached thereto the ordinance and made a part thereof (said tract of land and all related interests therein to be acquired and damages resulting therefrom collectively referred to therein the ordinance as the "Property Interests"); (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (N) making findings; (V) providing a savings clause; and (V) providing an effective date. (Parcel C13 - Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade Project) BACKGROUND Ongoing negotiations with the affected property owner for the subject land rights necessary for the Denton Municipal Electric 69kV Spencer to Denton North Interchange Transmission Line Upgrade project have reached an impasse. Approval of the subject ordinance authorizes staff to acquire the land rights necessary by way of exercising the City's eminent domain authority. OPTIONS 1. Approve the proposed Ordinance. 2. Decline approval of the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT Winter 2013/Spring 2014 City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0188, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) This tract is within the alignment previously recommended by the Public Utility Board and approved by the City Council. PUB Executive Session and Consent Agenda October 28, 2013 CC Executive Session and Consent Agenda November 5, 2013 PUB Executive Session and Consent Agenda May 19, 2014 - Approved FISCAL INFORMATION The overall 69kV Transmission Line Rebuild project is being funded by issuing General Obligation Bonds which will be paid by Transmission Revenue received from all other electric utilities who are members of the Electric Reliability Council of Texas (ERCO'1�. BID INFORMATION N/A EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: Phillip Williams General Manager Electric Administration Denton Municipal Electric Prepared by: Pamela England Real Estate Specialist City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� LOCATION MAP -��% ,.,I;; Denton Municipal Electric Proposed Acquisition North Locust Properties - 2.493 acres 150 Q 75 150 300 F E E T �i �% ,, �� ;, �i�'� ��, � l ° Id i i c:\users\193228\appdata\local�nicrosoft\windows\temporary intemet files\content.outlook\7lnzjnfx�north locust properties ed ordinance.doc ORDINANCE NO. AN ORDINANCE (I) FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN FEE SIMPLE TITLE TO THE SURFACE ESTATE, WITH WAIVER OF SURFACE USE RELATED TO THE MINERAL ESTATE, OF A 2.493 ACRE TRACT OF LAND TO BE USED AND UTILIZED FOR AND IN CONNECTION WITH THE EXPANSION, CONSTRUCTION, MAINTENANCE, REPLACEMENT, AUGMENTATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES (HEREIN, THE "DME EXPANSION PROJECT"); THE AFFECTED LANDS AND INTERESTS BEING GENERALLY SITUATED IN THE T. TOBY SURVEY, ABSTRACT NUMBER 1288, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED AND DEPICTED IN EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF (SAID TRACT OF LAND AND ALL RELATED 1NTERESTS THEREIN TO BE ACQUIRED AND DAMAGES RESULTING THEREFROM COLLECTIVELY REFERRED TO HEREIN AS THE "PROPERTY INTERESTS"); (II) AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS; (III) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; (IV) MAKING FINDINGS; (V) PROVIDING A SAVINGS CLAUSE; AND (VI) PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") has initiated plans for the expansion of electrical utilities and infrastructure which affect, among other lands and interests, the Property Interests; WHEREAS, the acquisition of the Property Interests is necessary for public use to provide electrical utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas; WHEREAS, the City made a written Initial Offer (herein so called) to North Locust Properties, LLC, a Texas limited liability company, the owner of the Property Interests ("Owner"), on November 18, 2013 to purchase the Property Interests from the Owner; WHEREAS, the City provided to the Owner of the Property Interests at the time of presenting the Initial Offer, by certified mail, return receipt requested, (among other things) all appraisal reports produced or acquired by the City relating specifically to the Owner's property prepared in the ten (10) years preceding the date of the Initial Offer, and a Texas Landowner's Bill of Rights; WHEREAS, the Initial Offer made by the City to the Owner of the Property Interests did not include a confidentiality provision and further informed the Owner of the Property Interests that such Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Property Interests with others; or (ii) keep the offer or agreement confidential, unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice"); WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on April 8, 2014 to purchase the Property Interests from the Owner, said date being after the thirtieth (30th) day after the date on which the City made the Initial Offer to the Owner of the Property Interests; WHEREAS, along with such Initial and/or Final Offer, the Owner of the Property Interests was provided a written appraisal from a certified appraiser of the value of the Property Interests and the damages, if any, to any of the Owner's remaining property, if any; WHEREAS, the Final Offer made to the Owner of the Property Interests to purchase the Property Interests of the Owner was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Initial and Final Offers made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) (a) contract of sale and (b) special warranty deed, being the instruments proposed to be used in the conveyance of the Property Interests sought to be acquired by the City; (iii) the Landowner's Bill of Rights statement prescribed by Section 21.0112 of the Texas Property Code; and (iv) the Non Confidential Notice; WHEREAS, the City provided the Owner of the Property Interests at least fourteen (14) days to respond to the Final Offer and the Owner of the Property Interests did not agree to the terms of the Final Offer within that period, nor did negotiations between the City and the Owner, if any, result in mutually agreeable terms to purchase the Property Interests; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, in addition to other information as required by Subchapter C, Chapter 551, of the Texas Government Code, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHEREAS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire a fee title estate to 2.493 acres of real property, being generally located in the T. Toby Survey, Abstract No. 1288, and all being more particularly described and depicted in Exhibit "A", respectively, to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the DME Expansion Project in the City of Denton, Texas"; and WHEREAS, after due consideration of the public interests to be furthered by DME Expansion Project in the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide electric utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas, and that the public welfare and convenience requires the acquisition of the Property Interests, and the City of Denton, Texas does hereby exercise its home-rule and statutory authority to acquire by eminent domain (1) a fee acquisition encumbering 2.493 acres of real property, all affected tracts being described and depicted in Exhibit "A", attached hereto and made a part hereof by reference. The 2 Council hereby further finds and determines that the acquisition of the Property Interests is for a public use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the filing and prosecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests. SECTION 3. The City Council hereby finds that the Owner was the record title owner of said Property Interests at the time of making the Initial Offer and Final Offer. Without limiting the general authorization provided in Section 2, above, the City Council further authorizes joinder of additional or differing owner or owners, or claimant or claimants, of the Property Interests, if applicable, in the eminent domain proceedings, and to condemn the interests of each such parties to acquire the Property Interests. SECTION 4. The City Manager, or his designee, shall have the authority to do all things necessary or appropriate to acquire the Property Interests by eminent domain, including without limitation, the authority to retain and hire, on behalf of the City, counsel to file and prosecute eminent domain proceedings, and to expend funds related to the prosecution of such proceedings. SECTION 5. The recitals provided in this Ordinance, as set forth above, are specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: W�� m zm�°s°yl ;�a�a' ExM1ibitH to ON�inance � - i io , _ _ ,Q - - I� ! 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0191, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric ACM: DATE: Howard Martin, 349-8232 June 3, 2014 SUBJECT Consider adoption of an ordinance (I) finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain fee simple title to a 10.372 acre tract of land to be used and utilized for and in connection with expansion, construction, maintenance, replacement, augmentation, and improvement of electric transmission and distribution facilities, and structures; the affected land(s) and interest(s) being generally situated in the M. Forrest Survey, Abstract Number 417, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" attached thereto the Ordinance and made a part thereof, located generally in the NW quadrant of the intersection of Geesling Road and Blagg Road (the "Property Interest") (II) authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; (III) authorizing the expenditure of funds therefore; (N) making findings; (V) providing a savings clause; and (VI) providing an effective date. (Denton Municipal Electric ARCO Substation Project) (The Public Utilities Board recommends approval6-0) BACKGROUND The DME Capital Improvement Plan includes the reconstruction of the Arco Substation. On January 13, 2014, the Public Utility Board and the City Council approved the proposed site selection. Further, the City Council approved the procurement of the site via purchase offer on April l, 2014. Per these authorizations, the City has presented the initial and final offers to the property owner(s). DME anticipates that it may be necessary to move forward with preparations for eminent domain proceedings in the event that negotiations to purchase fail. OPTIONS 1. Recommend approval of eminent domain proceedings. 2. Do not recommend approval of eminent domain proceedings. RECOMMENDATION DME recommends that the City Council approve eminent domain proceedings. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: ID 14-0191, Version: 1 The Public Utilities Board and City Council approved site selection on January 13, 2014 The City Council approved procuring the site via purchase offer on April l, 2014. EXHIBITS l. Property survey 2. Initial offer to landowners 3. Ordinance Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Smith L. Day Compliance Manager Denton Municipal Electric City of Denton Page 2 of 2 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� SCHFAULE B COlkMEM'S: TfTLE RESOURCES GU4RW'IY C4MPPNY GF NO. 131007 EFFECTNE DATE. DECEAIBER 18, 2012 COMMRMEM DATE: Jl�NiJAP2Y 03, 2013 THE FOLL6WING fTEMS PRE BL?NKET EASEMfEN'fS AND RMY OR MAY NOT EFFEGT n�E sue�ECr rno�xrr: tOf. Eaaement e�cecuted by SIM GEESLING ond wita, MARY GEESLING to LONE STN2 GAS COMPANY filed Aby 10, 1916, rocorded in Vdume 146, Poqe 269. Deed Records o1 Denton County, Tmas. tOp. Eoaement executed by E.E, CEESUIJG ond wifa. M'fR7LE GEFSLING etal to LONE STAR GAS COMPANY Tilad Moy 9, 1957, recorc3ed in Volume 429, Poga pgg, petd Recorda of Denton County, 7m�as. THE FOLLOWING ITEMS USTED BELOW DO NOT EFfEC7 THE SUEJECT PROPERTY AS SHOWN ON MAP: t0e. Eosement executed by SIM GEESLING and MAF2'Y GEESLING ta LONE S7AFi GAS COMPANY fikd Juna 27, 1915, rocordad in Volumn 144, Poge 365, Dead Rccords of Dcnlon County, Texos. 16i. Eosemcnt executed by SIM GEESUNG to TEXAS POWER & LIGNT COMPANY fi�ed December i, 7324, recorded in Volume 796, Poge 75, Doed ftecords of Denton Counky, Texos. 1tlo. Eosement executed by MARI' GEESUNG etal to TEXAS POWEft & LIGHT CAMPANI' filed June 22, 7956, recorded In Volume A22, Page 419, Doed ftecords of Ddnton County, Texos. THE FOLLOWING tTEMS UuTED 6ElOW DO NO7 EFFECT 7HE SU6JECT PROPERfY 7p THE BEST �' MY KNOWIEDGE: ipq� Eamament executed by MRS. J.7. BOTfORF etoi to LONE S7AR GAS COI.IpANY filed May 27, 1916, recordad in Volume 746, PQge 412, Deed RecoWe af DaMon County, 7m�os. 7tlh. Eaaamerrt �ecuted by SIM GEESUNG to IANE STAFk 6AS COMPAM' filed June 6, 7923, recordad in Voluma 187, Poge 626, peed Records of Denton County, Tmcoa. 10j. Eoaement r<ecuted by CHARLE5 HQFFIAAN to 7EXAS POWER dc LICHT COMPANY fibd Dbcember 23, 7924, recorded in VWume 196, Page $0, Deed RacoMs af Der�ton Coumty. Tmcas. 10k. Easeme�t mcecuted by E.E. GEESLlNG W IANE SiAR GAS COMPANY flbd Ju� 12. 1926, rocorded in Volumro 205, Paqe 447, Deed Records of Dentan counry. Taxos. 101. Eoaement mccecuktd by MAY GEESUNG to 'IEXAS POWER �k tJGHT COMPANY filed April 17, i937, recorded in Volume 264, Page 298, Deed Recorda of Denton CouMy. Tpcas. tOm.Eoaement executed by O.V. RUSSELL etoi ta 'fFJ(AS POWER K UGM CpMPANY Tibd April 17, 1937, rocorJ�ed in Volurrro 2&5. Poge 215, Deed Records of Denton Cou�ty. 7exps. 10n. Eaeement executed by C.M. WESt ond wiie, MRs. MIIARED WEST to TEXAS POWER dc IIGHT COMPAMf filed Morch 23. 1950, recorded in Volume 355. Poge 5g8. Deett Recorda ol Denton Covnty, 7e7cas. 10q, Eaeement exxuted by E.E. GF.ESIINC orrd Wrfa �r�E GEESUNG to 7EXAS PpWER & UGHf COMPANY filed September 18. 1964. recorded in Volume 513, Page 526, Peed Records ot DaMOn County, Taxos. tOr. Easemant encxuted by JAMES H. RUSSELL. JR., TRUSfiEE to TEXAS POWER & UGNT C01APAh7Y lfled March 27. 19$0. recarded in Volume 1007. Paqe 988. Deed Recordn ot Dentan County, 7expe. y teague nall � perkins � 1517 Ga�M Ploa Driv�. SuNo 316 peMan, Taiws 7b295 � � saoaaa.ainpn �aaa.saa.nasan� �Yj;"> www.mp3nc.som � 2p13 fAPYHIQHT BY TFAGUE NALL Af� PEPKIN3, INC. ALL PIOHTB NESENVED. Fxhihit "1" STATE OF TEXAS COUN7Y OF pENTON LEGAL DESCRIPTION — 10.372 ACRES ALL OF THAT CERTAIN LOT, TRACT OR PARCEL OF LAND SITUATED IN THE MOREAU FORREST SURVEY, ABSTRACT NUMBER 417, DENTON COUNTY, 7EXAS, BEING A PORTION OF THAT CERTAIN 97.277 ACRE TRACT CONVEfED 70 JONN POWEII. WALKER, etol AS RECORDED IN DOCUMENT NUMBER 93-0034125 OF THE REA� PROPERTY RECORDS, DENTON COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING ot o 1/2 inch iron pipe found lying in the east line of Geesling Road nt a westerly exterior corner af the said Waiker tract, same being the southwest carner of a certoin 1.043 acre tract of land os described in deed #o Lynell Cawood as recorded in Document Number 95-0034882 of the said Reol Property Records for ttre northwest corner of the herein described traat, from which a 1/2 inch capped iron rod found bears North 02'41'52" Eost, [Record — N 03'10'00" E], a distance of 135.91 feet [Record — 135.65 feetJ being the northwest corner af said 1.043 acre tract; THENCE South 87'53'22" East, [Record — S 89'54'18" E] with the common line of soid Walker tract and said Cawood tract> possing a 3/8 inch iron rod faund being the southeast corner of said Cawoad tract at o distonce of 336.47 feet [Record — 337.00 feet], continuing in all o distance of 715.70 feet to a 5/8 inch capped iron rod set and stomped "TNP" for the northeast corner hereof; THENCE South 01'56'26" West, a distance of 652.34 feet, to 0 5/8 inch capped iron rod set and stamped 7NP, for the southeast corner hereof, some being the northeost corner of n certain 3.02 acre tract pf land os described in deed to Texas Municipol Power Agency as recorded in Volume 1149, Page 494 of the Deed Records of Denton County. Texas, from which a 1/2 iron rod found bears South 48"05'3t" West, [Record — S 46'13'S1" W], a distance of 45.07 feet [Record — 45.10 feet] being the most easterly southeost corner to soid 3.02 acre troct; TNENCE North 88"07'46" West, [Record — N 89'S9'49" W] with #he common line of soid Walker tract and soid 3.02 acre tract a distonce of 549.48 feet [Record — 549.5 feet], to a 5/8 inch capped iron rod set ond stamped TNP, a# on ongle point of said Walker troct; 7HENCE Norkh 38`36'05" West, [Record — N 40'27'41" W] con#inuing with said common line, a distonce of 255.79 feet [Record — 255.0 feet], to 0 5/8 inch c4pped iron rod set and s#amped TNP, being the nor#hwest corner of the said 3.02 ocre tract, same being the westerly southwest corner of the Walker troct and lying in the east line of Geesling Road; THENCENorkh 01'56�46" Eost, [Record — N 00'00�11" W] crlong the common line of the Waiker tract and the east line of soid Geesling Road, a distance of 460.75 feet [Record — 459.04 feet], to the POINT OF BEGINNING and containing 10.372 acres of land more or less. NOTE: ) BeBr`3ngs Of line8 shown hereon refer to Grid Nortb ofi the Texas Coordinate System of 1983 >rth Centrel Zone; NAD83(GQRS98) Epoch 2002.00) as derived locally from Western Data Systems ntinuously Operating Heference Stations (COfiS) via F;eal 71me Kinematic (RTK) methods. An average mbination Factor of 0.999853386 was used to scale surface distances to grid. Al1 coordinates end stances shown are grid. 2.) 7he utiliti.es shown on this survey are based upon the available information antl "fieltl locates" af visible above ground markings provided by TNP SUE. We relied solely on the cooperatfon ofi the various utility companies and any infiormation they made available. Undergrou�rd facilities have not been fieltl verifiied. 7here may be addAtional utilities that TNP has not been advised oT. SURVEYOft�S CERTIFICATE To: John Powell Walker etal and Title Resources Guaranty Compony The undersigned does hereby certify thot a Survey on February 19, 2013 was made on the ground of #he property legally described hereon prepared by the undersigned and is correct: the survey correctly shows the location of all buildings, structures and other improvements si#uoted on the property: that there are no visible discreponcies, canflicts, shortages in area, boundary Iine conflicts, encroochments, overlopping of improvements, easements, or rights—of—way except as shown on the piot herein; that subject property hos occess to ond from public roadway; and #hat the plat herein is true, correct and occurote representation of the property described herein above. Futhermore, the undersigned hereby certifies that he has calcula#ed the quantity of land or acreoge contoined wiihin the tract shown on this plat of survey ond described hereon nnd certifies that the quantity of land shown horeon is correct. 7his survey meets the requirements for Category 1A, Condition II survey os defined by the "Texos Society of Professionol Surveyors Manuel of Proctice for Texas." ,�..,.._..... �� ,�� aoo F o r ,,�,. � .� � ,, : __.._______--_ ,c,`�-,�c, \ S T ER�'F � Michael B. Szurgot, RPLS Texas Registered Professional l.ond Surveyor Texas Registration Number 4418 ----�'""="�"� ,m. �."" _�__.____—�.— Certificotion Dote: February 27, 2013 �e � � e� 0000es000000000000aoo>000000> MICHAEL B. SZURGOT 000, o00000000000>e0000 0 � ^, -0 4418 �P < �� O � `�°tl suR�E�a TITLE ,SURVEY OF 1 a. �7� .A c.�E,s Situated in the M. Forrest Survey, Abst. No. 417 sH��.�•' dF ;� Lacated within the City of Denton, Denton Gauntp, Texas. Exhibit "1" ,r�� I�� `- -- -- __ � � IYNNELL CAWOOD � , DUC. N9. 95-0934882 ft.P.R.p.C.T. $ I'*' w CAt.LED 1.043 ACRE �g� I � a _ I �„ � ;� + � �O 1{F�� rozNr oF � _ ^�� B'�N�W6 �„ 38, [S 80'S4'18' E- 357.0'j S 87°53'22' E- 715 Jp' £ ae I o 4 P�:, m`'. 7HE GEESLIh1G � � PRpPERT' 7RUST. GEESLING GASS.�WAY � rs ;�. � j �t � COUNTY. It1G. DOC. N0. I a wc ��s'�;�.� cKUrn�rzv� 2W5-50248 " � ,�y R.P.R.D.QT. ("JJ.LEp 43.00.9 AC � Ya`'� y�t; 3 ��5�::' n u> 1 d.372 ACRES � �~ C'R a o � '� a i � DPp, UP � ge w ooc r+a. � JOHN POWELL WALKER �atEtl z�sR p��s j i�� Doe Na. 98-0034125 cna.�ea 20.0o ac � �, � , h"� R.P,R.D.C.T. r' O� �', I . E`ADENGE Oi' IAAEft�OUFA fw�4 Gp.E STM GAS C0. � HLANd(fT EA.aE�lfNT ' NX. 7i8, PG Rb'9 I \\ y �y \ �� "do�i3. \ \ �6��"�• � �,,, � o �\ ps'i. � %`i, 'x' � �\ `�\ � � .� f �r � �� as�s � � ' \�� \ � 'o ( ��"\\\ �4.� \ ( w �� E4. \\�"'.�_v�3� 4 � \ '� � � a p � � \ � \ <ry \ \� �_M1��. DPD. lLP J ° au�. "�----._. \ DOC Nb. 2003-194876 w � � R.P.R.D.0.T. � � � � � CALI.ED 20.00 AC �� W \�orte� \ I � � \ \ \ I I � � � 1'EXAS MUNICIPAI. POWER \� \\ � AGENCI' \ \ VOL it49, PG. 494 � R.P.R.D.C.T. � � CALLED 3.02 AC c`� � i \\ 1 �� ;.��.�`..1� . i ,v,�.i..:r � �:%i�.'�,�",�'�' � �.v .` �. , �, r �, C:; �,� / I te.�. f xr .. i�`:��.� f ."1f �%: 97.277 ACRE 7RAC7 JOHN POWELL WALKER Mol DOC. N0. 93-0034125 R.P.R.D.G.T. [N 89'S9�49` W•. 549.5'J UNDERC�Rq1ND cAS �% N 88°07'48" W - 549.48' � C Zy,_____. C �......� M piW LM�k vMh BaWa ` � G'' `O,NE C� u—��)� ��s oA5 i � � �. � �._ _— V r � 1�� CITY OF DENTON 7� ppy�gR ��,E{�' / � VIX.. 3278. PG. 878 COMPANY �\ � g R,P.R.D.C.T. VpL. 1027. PC. 783 � �,'a� CAI.LED 0.40 AC R.P.R.D.C.7. CALIED 2.b30 AC � � �e��y� i �\ � C� TEXAS MUNICIPAL POWER � �. \ AGENCY � � � vo�. toz�, Pc. ts5 �, `�M � R.P.R.D.C.T. fP' � � �\�C,�A�I.LED 1.424 AC ��a -��_"�-`-- � ,p. ��"" � tHE—..\\ pp�'�Q' n �� \ \� ,.'M`'�' \ \ cJ � ca,�"`A° ♦ � �� \ �\ ��/�. � I, \� \ \ \ _�d�w rKee � wzrcs �n �ee nn wxs teague nall & perkins 1517 GMrs Plou IMv�. SuiN 8:M ponfon, Tmws 76245 /1 940.388,4177 Gh 4A8.883.802b he ' 1 fy� � ,;`�c www.Mp3nc.com "0i/3' � (G`� 2073 COPVNI(3N7 BY TEA/illE NALI ANtl PENKTN&� TNC. ALL flS6HT$ PE3EPVEtl. �Y "�y' �° n SHEET 2 OF 2 �. � �.°� �a � Exhibit "1" �j� .iY,. o so 00 ,x ` �I �r NOT TO SCALE (OHIQIMAL SGI.E: i • = 60' ) (OpIqINhI. SIZE: 24• X 3&') �, s�.2n ncae nucr o JOHN POWEU, WALKER etai DOC. N0. 93-0034125 q R.P.R.D.C.T. m N W -"G" � N A J{A)A/OS G45 MAPolCR / 0 i / i �/ S 48°05'31` W - 45.07' [s ac�a's�- w - as.�7 I I I I I I I I I ..........__...W._�...g ...-�,...,,"_........i,.= m ..�..........,_.__�{...__._..._�.......��...._....�,_._ Y TITLE SURYEY OF 1 U. �' �� A Cl-�.�',S Situated in the M. Forrest Survey, Abst. Na. 417 Located within the City of Denton, Tlenton County, Texas. , � � �r� �� y�m��'�� C i i/f �i/ �/ G��%�� i!, 4�i�(fl � � r�, %fu/,rl ��1%l�/Oi///,��, / / a �,..,�� a �,�� ,�� ,� r�" ��I�r�.. x� �., �., ,, ., . ; '; , � � , ; ;% � . , y� , � i. /��, ,� � �M �r � + � �, , , .. . , , �i .... Exhibit "2" "��,� �:':. �c:��F��"�, ��b�'�'d�"�"'�"��", �'""�:�� "� � @".��,� ��"�-��'�� "��'�9� �� r�� rv�� ry� �� li� ��r�ifi�d ��ii �riicl� #� 7011 � 570 a�00� �90t� 54�65 �r�d by Fir�� i�� P�t�i! � �� : ,�r�c� �ub��.�t�car� E��r��aar� 10.372 �,�r�� c��t c,f �h� �I. 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' {� � ; r „ , � �! �� ,�� „��,. � " � � r' ,� � � � , � �' �. , `� 4 �� - • �• "VI� � • .r * � r+ n � � � � � ., � � � ,�, .- � � � , y� ' ,1 i � ,� ,�" ,. « _ , µ .y ` � • il!, � q► �1 wr 'F" • ,.� � � ?� .. �' � � ' �y � � * * , � "` � . � � '"" ' � `' �� ' � 1 " � .r �! � � , n f, � , �, �� ., ,� � +! � �" ,� r" � M ;� '� �. � �,.," � w, i zI` �l`; , �-> .i ii ; +� s .., � „� � ! � i ." � - ,, . 1 ! „ .. � � �� ,- y�,�� ^ �' � � � � �' - � , , „� �° � � '` � � � ,' , � � � �� i "` � N! , ! �, • , �� ^� , � '" ♦ -r. .Y ,re !� w � • � � .: *� , � : . .,.,, �„ � ,r � ' ,,,,� �r • � ,,, ' �M 1 ,.�' * ,, . . � „ � . , � ;.� • ! , �.., '` aa�� '�'��'�� '� � ��'��'�';�?" ��"�� °�X��,��. �:�� Exhibit "2" � .� � � � � � �� „� �� ,. .. ,� � Ii i� '�" �-�.. �..�� ,� � # . � ,., .w .: , . , � , , , � v ,: � r � »�t � � ,� f � r r �. f& t � w �� , � �� .. ,. �, . �� . , ' �1 � � ^` i ." � � � � �+ � � � '� .. ., � ,—� „ 4 � � � � � � � � . # � � " , � ., ., � � ,' ` ,�. i�. i , , 1k ,!¢ "' � � �� , . �� t� �Ib � � � � " � �.� � , .. : �p . . �, � � r,, a ; �i , � M'i r , "�c�u h�v� �he right ta di��u�s any c��fer or �gre�m�ent r�gardeng �he� �ity �� Derate�n's �cquisition of fih� Prnperty Int�r�s�s with others, ar �c� k��p the caffer +�r �gre�merafi cor�fider�ti�l (subjec� �o the T�exas F'�blic fnfc�rrr�atic�n �ct, bei�g �h�pter 5�2 of the iexas �caverr�r��n� �ode). w� � �, ' �i, -.. .� �., � �'�� r �,�,. �; .� , �, ;, � � ?� , � � ' , �,�,� � �, � � The �ity has hir�d Fr�ese and �Vichols�h� �1car�le�t �roup, LL�, �s righ� c�f v��y ager�ts �o cQOrdir�a�� disc�s�si�r�, cl�sir�g ar�d f�nding o� th� p�rch�s� ir�r�s�cfii�r� �e�r�ce�rair�g y+au� prc�perty. � ,., * * „ ,. • ` � � � � � �� ,� �� ,.� � • ,. � ,, • � +�' • � . � � � � �. � � ` ' • � �, ,. �, �r � -. •; � - �.� . -� r � _ , � � ♦ �^ � *� �� ,.� � , � . �� ,„ �; ar � ,� � � �� ,�r ^^ +� "��'� . � �� -�-�� ., •��' �• �� .,. � � � �, ; � , ,��, , � ,. ,, ., � ;� , � ��,,�. �; � � �. �wi � . � ,.,, ;,�� ;� , . � � �� .� ;�r � , �� , , t,�, � � �_� � �ICI��i'��`�� ,,.� ..... ...M.. � �, „ , t ...: �, ___. ��A w d.� . �� „ �. A� � W,��. - ,� < �,�;�ys��i� � Al� nl Enclasures: Can�ract �f Sale �exas Landa�vn�r Bi(V of Rights f�,ppraisa{ (s) Exhibit "2" �RDINANCE NO. AN ORDINANCE (I) FINDING ACQUIRE THRQUGH THE Ex SIMPLE TITLE TO THE SUP RELATED TO THE MINERAL USED AND UTILIZED FOR CONSTRUCTION, MAINTEN IMPROVEMENT OF ELECT� FACILITIES AND STRUCTURE EXPANSION PROJECT"}, T� GENERALLY SITUATED IN T] CITY OF DENTON_ }�F.NTC) THAT A PUBLIC USE AND NECESSITY EXISTS TO ERCISE OF THE RIGHT OF EMINENT DQMA;IN FEE FACE EST.ATE, WITH WAIVER OF SURFACE USE �STAT�, OF A 10372 ACRE TRACT OF LAND TO BE AND IN GQNNEGTIOI� WITH THE EXPANSION, �NCE, REPLACEMENT, AUGMENTATION AND IC TRANSMISSION AND DISTRIBU'TI41N LINES, �, AS WELL AS SUBSTATIONS, (HEREIN, THE "DME [E AFFECTED L.AND AND INTERESTS BEING iE M. FORREST SURVEY, ABSTRACT NUMBER 417, �T C`CN TI�TTV TFX A Q A C 11ii(�R R A A R TTf'T TT A 12 T V DESCRIBED AND DEPICTED IN EXHIBITS "A" AND "B", RESPECTIVELY, ATTACHED HERETO AND MADE A PART HEREOF (SAiD TRACT QF LAND AND ALL RELAT'ED TNTERESTS THEREIN TO BE ACQUIRED COLLECTNELY REFERRED TO HERE�N AS THE "PROPERTY INTERESTS"); {II} AUTHORIZING THE FILING AND PR4SECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS; (III) AUTHORIZING THE EXPENDITURE QF FLTNDS, THEREFQRE; (IV) MAKING FINDINGS; {V) PROVIDiNG A SAVINGS CLAIJSE; AND {VT) PROVIDING AN EFFECTIVE DATE. WHEREAS, ihe Czty of Dentor�, Texas (the "City") has initiated plans for the expansion of electricai utilities and infrastructure which affect, among other lands and interests, the Property Tnterests; WHEREAS, the DME Expansion Project con,statutes a valid public use, and the acquis�tion of the Property Interests is necessary for public use to provide electrical utilities expansion an�d improvements to serve the public and the citizens of the City af Denton, Texas; WHEREAS, the City made a written Initial Offer (herein so called) to hoth John Powell Walker and William A. Martin (the "Qwners"), to purchase the Property Interests from the �wners in accordance wiEth Iaw; WHEI�EAS, the City provided to the Owners of the Propert� Interests at the iime of presenting the Iniiial Offer, by certif ed mail, return receipt requested, {among o�ther things) all appraisal reports praduced or acqwired by the City relating specifically to the Owners' property prepared in the ten (10) years preceding tl�e date of the Initial Offer, and a Texas Landowner's Bill af Rights; WHEREAS, each Initial Offer made by #he City to the Owners of the Property Interests did not incIude a canfidentiality provision and further inforzned the Owner of the Property Interests that sueh Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Praperty Interests with others; or {ii} keep the offer or agreement conf dential, unless the offer ar agreement would be subject to Cha�ter 552 of the Texas Government Code (the "Non Confidential Notice"}; WHEREAS, the City made a written Fina1 Offer {herei� so called} to each of the Owners of the Property Interests to purchase the Property Interests from the 4wners after the thirtieth (30�') day after the date on w�iich the City made the Initial Offer to each of the Owners of the Property Interests in accordance with law; WHEREAS, along with such Initia.l and Final Offers, the Owners of the Property Interests were provided a written appraisal from a certified appraiser of the value of the Properiy Tnterests and the damages, if any, to any of the Owners' re�a�ning property, if any; WHEREAS, the Final Offer made to each af the Owners of the Property Interests ta purchase the Property Interests of the Owner was pro rata equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Iniiial and Final Offers made ta each o€ the Owners of the Properiy Interests included (i) a copy af the written appraisal; (ii) (a} a cont�ra.ct of sale, and (b) a warranty deed, being the instruments proposed to be used in the conveyance of the Property In#eres#s sought to be acquired by the City; (iii) the Landowner's Bill af Riglrts statement prescribed by Section 2I.Ol i 2 of the Texas Property Code; and (iv) the Non Confidential 1Votice; WHEREAS, the City provided each of the Owners of the Property Interests at least fourteen (14) days to respond to the Fina.l Offer, and the Owners of the Property Interes#s did not agree to the terms of the Final Qffer within that period, nar did negatiations between the City and the Qwners, if any, resttlt in muivaJly agreeable terms to purchase the Property Interests; WHEREAS, the notice far the public meeting of the City Cauncil af the City in which this Ordinance is considered, in addition to other info:rmation as required by Subchaptex C, Cha.pter 551, of the Texas Government Code, expressly includec� the consideration by the Gity of Denton of the use of emin�nt domain to condemn the Property Interests; WHEREAS, in ordaining the matters set farth herein, the motian to pass and approve this ordi�nance was stated as "I move that the City of Dentan, Texas authorize tlze use of the power of eminent domain to acquire a fee acquisition of 10.372 acres of real property, being ge:�erally located in the M. Forrest Survey, Abstract Na. 417, and all being more particularly described and depicted an Exhibits "A" and "B", respectively, to the ordiriance now under consideration and on the overhead screen being now displayed to the audience, far the DME Expansion Project in #he City of Dentan, Texas"; and WHEREAS, after due consideration of the pub�ic interest to be furthered by the DME Expansion Paroject in the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Council hereby fmds and determines that the DME Expansian Project constitutes a valid public use; that the acquisition of the Property Interests is necessary for public use to provide electric u#�lities expansion and improvements to serve ti�e public and the citizens of the Caty of Denton, Texas; that the public weliare and convenience r�quires the acqtusition of �the Property Interes#s; and the City of Denton, Texas daes hereby e�ercise its home-rule and statutory authority to acquire by eminent domai� a fee acquisition of 10.372 acres �a oi' re� propert�, the a:ffected tract being described and depicted on Exhibits "A" and "B", respectively, attached hereto and made a part hereof by reference. TY�e Couricil hereby further finds and determines that the acquisition of the Property Interests is for a pubTic use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the filing and prosecution of eminent domain proceedings by the City of Dentan, Texas to acquire the Property Inter�sts. SECTION 3. The City Council hereby finds that the respective Owners were the record title owners af said Property Interests at the time of making the Initial Offer and Fina1 Offer. Without limiting the general aufhorization provided in Section 2, above, the City Council further author�z�s joi�der of additional or differing owner or awners, or claimant or claimants, of tPie Property In�erests, if applicable, in the erninent domain proceedings, and to condemn the interests of each such pa.rties to acquire tlie Property Interests. SECTION 4. The City Manager, or his designee, shall have the authoriry to do all things necessary or appropr�ate to acquire the Property Interests by eminent domain, including without limitation, t�e authoz�ity to retain anid hire, on behalf of the City, counsel to file and prosecute eminerit domain proceedings, and to expend funds related to the prosecution of sueh proceedings. SECTION 5. The r�citals provided in this Ordinance, as set #'vrth above, axe specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in thzs ordinance; or application thereof to any persons or circurnstances, is held invalid or unconsti#utional by a court of co�npetent jurisdiction, such holding shall not affect the vaiidity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidily, and such remaining portion shall remain in full foxce and effect. SECTION 7. This ardinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 201�4. CHRIS WATTS, MAY4R ATTEST: APPROVED AS TO LEGAL FORM: JENNIPER WALTERS, CITY SECRETARY CITY ATTORNEY' S OFFICE Kj suapN� s � m�,e r�soun�s a.vxu�rr �r c� �.u�oo, � � , �a+z � UAI�.�l � 2873 , � � � &AlME7 �is ,wQ wt� ae� 1[�ar lydr EFY�cr Eof. lawnwd .wneMa sM �IC ane +.9r+. wvn �I,n�¢ tn wre soue r,� ca,aarr nee°�nny ta ea�a �.wFe.a r� sr�,,,. tas. �. �. t1Nd R�ead1 0! 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CEt�t1NC mid +diw MrRnE 4E�NVF in 7t7U�8 i0l�t 3 L18YR 00lIPMlYlq�d S�PMrM�r 1& 196i. wm�hd tn Nohsnt 31A Pao. axe. o..e R.aa�e� er n.�en cap�. T«pq. �m �..w�c .eew,t.a s�r .uwrs �. � ,�. � te t��ua ramr k e�a�r oos�ux �qw ua,a+� zi. �saa. ..ae�e:a �n 5rofwiw too�i. vaa. vee. oe�d Aeardr aE D�n O�mp, Tmmr. �q� RQ�� pB!'�11�8 � ,n�c�,.r�.»a�tw.s�.sm � �Tw�7� 7�.{ir1 �R 9�D.iL�.�C�ZLIfc � ��.��.,��, �. �.��. srrtE o� � C�tt1' OF DEN'fON i� DE9CEnp7SON - 10.3X2 Rf�ES OF i}!A7 CEF1'CAIN LOS. SR1tiCT OR PARCEL OF WVD SFiW.TED IFI 'SF�. iAQ1iE/�li FORRFST RVEY, AB5fItACE NUTABER 47T. pE1�{FON OOUNiY, 7EXAS� BEMC A pORT�1N pF TFipi CE�1p¢ 97.�77 ACR� 7ltACT CONVEYED TD dOF�1 POY►ELL W+4LKEI� eia! AS R�CD1�Fb iN OOCUME3�lt' �� s�oo�atzs oF � �n�. ��rrrr �co�. c�ow c�r� 'r�c►,s. e�c � PIIR'RCUl,ARLY �E5CRIBE� 8Y t�lEIE.: MID �6 AS EpLL01YS: F�(YNN�NGai a 1/2 i�h ir�t �pa f�und tytng in the east �rte sn &sas6�q Rood at a r�sEerly exterFOr �rnsr 4� tha soid 1kdEker tract, �ns �southwast �ornsr ot o eartain. 1_a43 ade ti'a�t ot fand. os desetibed in dssd io Lynel[ as reeordad 4n Dowment I�tuumb�r 95-003A882 oi !hs said R�wl Property Rac�rda for the northxeat wrnsr ot �ha fbrein d�1�ed t►aCt. from wlrieb o t/2 inah �oPP� iron frod fourad beaea Nort�'i G2'41'S2' Eaut, [tto�o�a - r� a��o'oa• � a drac�„�e o� iss.s� �.t ��ora -�3s.e5 festl ear� � �rortfiwest comsr of sald 1.443 acce froe� TFIENCE South HT53'2Z" Ecsk [ftxord - S 88'S4'SS' �J with tFis cwrtt�on lins oi sdd Walker trad aed sand Cawoad trvcF. 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0208, Version: 1 Agenda Information Sheet DEPARTMENT: City Secretary's Office CM/ ACM: Date: Bryan Langley, Assistant City Manager June 3, 2014 SUBJECT Receive Certification of an Initiative Petition regarding the banning of hydraulic fracturing in the city of Denton from the City Secretary and give staff direction. BACKGROUND On May 7, 2014, members of a Committee of Petitioners submitted an initiative petition regarding the banning of hydraulic fracturing in the city of Denton. The required elements of the petition have been reviewed, found to be sufficient and the petition is hereby certified to be in compliance with the provisions of the City Charter. Section 4.07 of the Charter indicates whenever the Council receives a certified petition from the City Secretary, the Council shall proceed at once to consider the petition. Further, the Council must take final action on an initiative ordinance within 60 days after certification of the petition to the City Council by the City Secretary. The Charter also details that the proposed initiative ordinance shall be read and provisions made for a public hearing regarding the proposed ordinance. The proposed ordinance is sent to voters if Council does not pass the initiative ordinance or if Council passes an ordinance in a different form from the ordinance proposed in the petition. EXHIBIT Proposed Initiative Ordinance Respectfully submitted: Jennifer W alters City Secretary City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� CITY OF DENTON, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AMENDING CHAPTER 16, "LICENSES, PERMITS AND BUSINESS REGULATION," OF THE CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS, BY ADDING A NEW ARTICLE VII, "PROHIBITION OF HYDRAULIC FRACTURING," GENERALLY PROVIDING THAT HYDRAULIC FRACTURING OPERATIONS ARE PROHIBITED IN THE CITY OF DENTON; MAKING FINDINGS; PROVIDING A REPEALER CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY; AND PROVIDING FOR PUBLICATION AND AN EFFECTNE DATE. WHEREAS, as a Texas home-rule municipality pursuant to Article II, Section 5, of the Texas Constitution, the City of Denton, Texas ("City°), may enact regulations not inconsistent with the general laws of the State of Texas in the interest of the health, safety and welfare of the citizens of the City; and WHEREAS, natural gas drilling and production operations in general involve or otherwise impact the City's environment, infrastructure and related public health, welfare and safety matters, including but not limited to noise issues, road repair issues due to use of heavy equipment, site security and signage issues, issues related to operating hours, venting of gas, fire suppression issues, lighting issues, containment systems, hazardous materials management, spill issues, operator insurance issues, environmental impairment matters and other regulatory issues; and WHEREAS, there is an abundance of reports, studies, information and data about the effects of natural gas drilling on public health, welfare and safety, some of which reports, studies, information and data are contradictory, and due to such, many of the City's residents have undertaken extensive study to determine what, if any, effects natural gas drilling may have on the public health, welfare and safety of Denton and its residents; and WHEREAS, the well stimulation process known as hydraulic fracturing is used to extract oil, gas, and other hydrocarbons through the underground injection of water, gels, acids or gases, sands or other proppants along with chemical additives, many of which chemicals are known to be toxic; and WHEREAS, during hydraulic fracturing, chemicals and waste fluid pumped into such wells may be introduced into and could contaminate drinking water aquifers; and WHEREAS, it is the purpose of this Ordinance to protect the public health, safety and welfare, the environment, and property values by prohibiting hydraulic fracturing within the City of Denton, Texas; and WHEREAS, this Ordinance is enacted pursuant to the right of the residents of the City of Denton to govem their own community, specifically with regard to the well stimulation process known as hydraulic fracturing, as referenced in this Ordinance; and WHEREAS, the citizens of Denton are seeking to protect themselves from the dangers associated with hydraulic fracturing, including ground and surface water contamination, air pollution, property devaluation, and other threats to the public safety, health, and welfare; and WHEREAS, more than ten years of experience has proved that meaningful limitations conce�ning hydraulic fracturing, along with other land use provisions, are ineffective for a variety of reasons, including both legal and regulatory; and goals are routinely thwarted by oil and natural gas producers and corporations; and WHEREAS, it is neither the intent nor the purpose of this Ordinance to rezone property and/or otherwise engage in land use regulation authorized by Chapter 211 of the Texas Local Government Code, as amended; rather, it is the intent of this Ordinance to regulate certain aspects of business operations that impact the public safety, health, and welfare; and WHEREAS, the citizens of Denton believe that the protection of the City's residents, neighborhoods, community integrity, and the natural environment is an appropriate purpose for the adoption of this Ordinance and as such, the City is legally authorized to adopt this Ordinance pursuant to its police powers. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, THAT: $ECTION 1 The matters and facts recited in the preamble to this Ordinance are hereby found and determined to be true and correct and incorporated herein by reference as if fully set forth herein. SECTION 2 From and after the effective date of this Ordinance, Chapter 16, "Licenses, Permits and Business Regulation," of the Code of Ordinances of the City of Denton, Texas, is hereby amended by adding a new Article VII, "Prohibition of Hydraulic Fracturing,° to read as follows: ARTICLE VII PROHIBITION OF HYDRAULIC FRACTURING Sec.14.200. Definitions. The following words, terms and phrases, when used in this article, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Fluid means any material or substance which flows or moves whether in semi-solid, liquid, sludge, gas, or any other form or state. Gas means all natural gas, whether hydrocarbon or non-hydrocarbon, including hydrogen sulfide, helium, carbon dioxide, nitrogen, hydrogen, casinghead gas, and all other fluid hydrocarbons not defined as oil. Hydraulic fracturing means the process of directing pressurized fluids containing any combination of water, proppant, and any added chemicals to penetrate tight formations, such as shale or coal formations, that subsequently require high rate, extended flowback to expel fracture fluids and solids during completions. Oil means crude petroleum, oil, and all hydrocarbons, regardless of specific gravity, that are in the liquid phase in the reservoir and are produced at the wellhead in liquid form. Oil and gas means both oil and gas, or either oil or gas, as the context may require to give effect to the purposes of this article. Person means any person, firm, association of persons, company, corporation, or their agents, servants, or employees. 2 Sec.14.201 Prohibition of Hydraulic Fracturing. It shall be unlawful for any person to engage in hydraulic fracturing within the corporate limits of the City. Sec.14.202 Penalty. The violation of or noncompliance with this article by any person, firm, association of persons, company, corporation, or their agents, servants, or employees shall be punishable as a misdemeanor and upon conviction, such person, firm, association, company, corporation or their agents, servants or employees shall be fined a sum not less than one dollar ($1.00) but shall not exceed two thousand dollars ($2,000.00), and each day any violation or noncompliance continues shall constitute a separate and distinct offense." SECTION 3 All ordinances, orders or resolutions heretofore passed and adopted by the City Council of the City of Denton, Texas, are hereby repealed to the e�ent that said ordinances, resolutions, or parts thereof, are in conflict herewith. SECTION 4 If any section, subsection, clause, phrase or provision of this Ordinance, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unconstitutional, the remaining sections, subsections, clauses, phrases and provisions of this Ordinance, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5 Any person, firm or corporation violating any of the provisions or terms of this Ordinance shall be deemed guilty of a misdemeanor and, upon conviction, shall be punished pursuant to the provisions contained in Section 14.202 of the Code of Ordinances of the City of Denton, Texas, as amended. SECTION 6 This Ordinance shall be in full force and effect from and after its passage and publication as provided by law, and it is so ordained. 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: ID 14-0218, Version: 1 Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Date: Bryan Langley, Assistant City Manager June 3, 2014 SUBJECT Consider appointments to Council Committees. BACKGROUND Council will be discussing appointments to Council committees during the Work Session on June 3, 2014. Changes made during the Work Session will be provided to Council prior to approval. If you require any further information, please let me know. Respectfully submitted: Jennifer W alters City Secretary City of Denton Page 1 of 1 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: Z14-0007, Version: 1 Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: Date: SUBJECT John Cabrales, Jr. June 3, 2014 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Downtown Residential 2(DR-2) zoning district classification and use designation to a Downtown Commercial General (DC-G) zoning district classification and use designation; on approximately 0.184 acres, located on south side of West Oak Street approximately 104 feet west of the intersection of West Oak Street and Avenue B, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (6-0). BACKGROUND The applicant, Michael Doggett (Winkelmann & Associates), on behalf of CVS Pharmacy, is requesting the rezoning of approximately 0.184 acres of land from DR-2 to DC-G in order to combine this tract with three additional tracts of land which are zoned DC-G, for the purpose of redeveloping them with a 13,013 square foot retail store (CVS Pharmacy). This rezoning application was a condition of approval for V 14-0001 and V 14-0002; subdivision variances which were approved by the Planning and Zoning Commission on March 5, 2014. While commercial uses are permitted in the DR-2 district, they must comply with Limitation L(15) which limits retail uses to a maximum of 5,000 square feet of gross floor area. The proposed CVS Pharmacy will be 13,013 square feet in gross floor area. In addition, an approved rezoning will allow the proposed development to meet the minimum landscaping requirements, specifically the required 20 percent tree canopy coverage. There are a large number of the proposed trees located on the 0.184 acre site. The underlying Future Land Use designation of the site is Downtown University Core, which is compatible with the requested DC-G zoning designation. Fourteen (14) public notices were sent to property owners within 200 feet of the subject site (Exhibit 7). Fifty- six (56) courtesy notices were also sent to residents within 500 feet of this proposal. As of this writing, staff has not received any responses to the Notice of Public Hearing from property owners within 200 feet of the subject site. City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: Z14-0007, Version: 1 The applicant held a neighborhood meeting on Apri122, 2014. There were two property owners in attendance. The concerns noted by the attendees were regarding the need for a fence between the subject site and the multifamily development located to the west. Agenda Information Sheet June 3, 2014 Page 2 OPTIONS l. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of the rezoning request (6-0). The Development Review Committee recommends APPROVAL of the rezoning request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) February 24, 2014 - Zoning Board of Adjustment, approval of aparking variance (ZBA14-0001) March 5, 2014 - Planning and Zoning Commission, approval of two subdivision variances (V14-0001, V14 -0002) Apri123, 2014 - EXHIBITS l. 2. 3. 4. 5. 6. 7. 8. 9. 10 11 Planning and Zoning Commission, considered the subject rezoning request Staff Analysis Site Location/Aerial Map Existing Zoning Map Proposed Zoning Map Future Land Use Map Letter from the Applicant Proposed Site Plan Notification Map Site Photos Planning and Zoning Commission meeting minutes Ordinance City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� I �1 [�:3��iCdiI�I�tw�L�[•Ti1� Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Cindy Jackson, AICP Senior Planner City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� Exhibit 1 Staff Analysis CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: April 23, 2014 TYPE: Zoning Request CC Date: June 3, 2014 PROJECT #: Z14-0007 Project Number: Z14-0007 Request: Rezoning of approximately 0.184 acres of land from a Downtown Residential 2(DR-2) zoning district to a Downtown Commercial General (DC-G) zoning district Applicant: Michael Doggett, PE Winkelmann & Associates, Inc. 6750 Hillcrest Plaza Drive, #325 Dallas, TX 75230 Property Owner: CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02895 Location: The subject property is located on the south side of West Oak Street, approximately 104 feet west of the intersection of West Oak Street and Avenue B. Size: Zoning Designation: Future Land Use: Case Planner: DRC Recommendation: Summary of Analysis: 0.184 acres + Downtown Residential2 (DR-2) Downtown University Core Cindy Jackson, AICP The Development Review Committee (DRC) recommends approval of the rezoning request. The applicant, Michael Doggett, P.E. (Winkelmann and Associates) is proposing to combine four tracts of land for the purpose of redeveloping them with a 13,013 square foot retail store (CVS Pharmacy). These four tracts of land are proposed to be platted into one lot. All of these tracts, with the exception of the subject site, are zoned DC-G which permits the location of a 13,013 square foot retail building. The zoning designation of the subject site (DR-2) does not permit retail uses in excess of 5,000 square feet in area, and thus the applicant is requesting to rezone it to DC-G. In addition, an approved rezoning will allow the proposed development to meet the minimum landscaping requirements, specifically the required 20 percent tree canopy coverage. There are a large number of the proposed trees located on the 0.184 acre site. The applicant received approval of a parking variance for the proposed development on February 24, 2014, which will permit a parking reduction of ten parking spaces for the site (ZBA14-0001). Two subdivision variance applications were also approved. One variance was to deviate from Section 35.20.4.D, Access to Arterial Streets of the Denton Development Code (DDC) to allow access onto West Oak Street (V14-0001). The second variance was to deviate from Section 35.20.4.G, Separation of Driveways to permit the location of a driveway on West Oak Street within 30.89 feet from an existing driveway located to the west and 6.88 feet from an existing driveway to the east; and to permit the location of a driveway on Avenue B directly adjacent to an existing driveway located to north (V14-0002). Both variances were approved by the Planning and Zoning Commission on March 5, 2014. The submittal and approval of this rezoning application was a condition of approval of the two variance applications. Per Section 35.53.1 of the DDC, the purpose of the Downtown University Core zoning districts "is to encourage mixed use developments within specified commercial areas of the district. This district is a pedestrian friendly district." The subject site, combined with the additional three tracts comprising the entire proposed commercial site, is located directly north of the University of North Texas (LTNT) campus and is adjacent to the western boundary of the Fry Street Overly District. The surrounding uses include restaurants and bars, retail sales and service, some professional services, both single-family and multifamily uses and a mixed-use multifamily development (Sterling Fry Street Village). The proposed zoning district is compatible with both the existing surrounding land uses and the pedestrian nature of the area. Section 35.3.4.B of the DDC, provided criteria for approval of a rezoning application. They are as follows: 1. The proposed rezoning conforms to the Future Land Use Element of The Denton Plan. The subject site is located in a"Downtown University Core" future land use designation. The Denton Plan notes that "Specified commercial areas of the downtown university core district should be places of great vitality, with a mix of educational, residential, retail, office service, government, cultural, and entertainment development." The proposed retail pharmacy is consistent with the future land use designation and therefore the Denton Plan. The Downtown University Core District states: "Specified commercial areas of the downtown university core district should be places of great vitality, with a mix of educational, residential, retail, office service, government, cultural, and entertainment development." Commercial Land Use Goals, as stated in the Denton Plan are as follows: a. "To provide for reasonable amounts and distribution of various types of commercial land use in attractive and well-located settings." The applicant is proposing to develop the site with a pharmacy. The site will include an enhanced fa�ade to complement the pedestrian orientation of the area and pedestrian amenities such as a landscaped walkway with pedestrian benches from Oak Street and bike racks. b. "To develop activity centers where commercial uses, professional offices, and public facilities are located near residential development while providing safe and convenient pedestrian access." The subj ect site is located in close proximity to the LTNT campus and residential neighborhoods located along both West Hickory Street and West Oak Street. c. "To locate neighborhood-oriented, commercial activities convenient to dwelling units in order to minimize the need for frequent automobile trips for everyday household needs." The subject site is located in close proximity to both the LJNT campus and surrounding residential development. The drive-thru service which is typical for pharmacies will not be included with this project to reduce onsite traffic and minimize potential conflicts between pedestrians and vehicles. 2. The proposed rezoning facilitates the adequate provision of transportation, water sewers, schools, parks, other public requirements and public convenience. The site was previously developed with a multifamily apartment development. Adequate public facilities are in place to serve the proposed retail development. Extensions of water and sewer facilities are not required and the street system is adequate to accommodate any traffic generated by the proposed use. Findings of Fact l. The applicant proposes to rezone approximately 0.184 acres of land from a Downtown Residential2 (DR-2) zoning district to a Downtown Commercial General (DC-G) zoning district. 2. A parking variance was approved on February 24, 2014 by the Zoning Board of Adjustment for a reduction in parking of 10. 3. Two subdivision variances were approved on March 5, 2014 by the Planning and Zoning Commission for deviate from Section 35.20.4.D, Access to Arterial Streets of the Denton Development Code (DDC) to allow access onto West Oak Street (V14-0001) and to deviate from Section 3520.4.G, Separation of Driveways to permit the location of a driveway on West Oak Street within 30.89 feet from an existing driveway located to the west and 6.88 feet from an existing driveway to the east; and to permit the location of a driveway on Avenue B directly adjacent to an existing driveway located to north (V14- 0002). 4. The Downtown University Core District states: "Specified commercial areas of the downtown university core district should be places of great vitality, with a mix of educational, residential, retail, office service, government, cultural, and entertainment development." 5. A Commercial Land Use Goal, as stated in the Denton Plan is, "To provide for reasonable amounts and distribution of various types of commercial land use in attractive and well-located settings." The applicant is proposing to develop the site with a pharmacy. The site will include an enhanced fa�ade to complement the pedestrian orientation of the area and pedestrian amenities such as a landscaped walkway with pedestrian benches from Oak Street and bike racks. 6. A Commercial Land Use Goal, as stated in the Denton Plan is, "To develop activity centers where commercial uses, professional offices, and public facilities are located near residential development while providing safe and convenient pedestrian access." The subject site is located in close proximity to the LTNT campus and residential neighborhoods located along both West Hickory Street and West Oak Street. 7. A Commercial Land Use Goal, as stated in the Denton Plan is, "To locate neighborhood- oriented, commercial activities convenient to dwelling units in order to minimize the need for frequent automobile trips for everyday household needs." The subject site is located in close proximity to both the UNT campus and surrounding residential development. The drive-thru service which is typical for pharmacies will not be included with this project to reduce onsite traffic and minimize potential conflicts between pedestrians and vehicles. 8. Surrounding uses include restaurants and bars, retail sales and service and some professional services, single-family uses and multifamily developments, and a mixed-use multifamily development (Sterling Fry Street Village). 9. The purpose of the Downtown University Core zoning districts is to encourage mixed use developments within specified commercial areas of the district. The district is a pedestrian friendly district. 10. The subject site is not located within a small area or neighborhood plan. It is located directly adjacent to the Fry Street Overlay District. 1 L West Oak Street and West Hickory Street are both classified as Primary Major Arterials on the Mobility Roadway Plan. Avenue B is not designated on the Mobility Roadway Plan. As such it is considered as a local street. 12. The subject site was developed with a multifamily building. It was recently demolished in anticipation of this proposed development. 13. The site will have a left-in/left-out driveway along West Hickory Street; a full access driveway along Avenue B and a left-in only driveway along West Oak Street. 14. Water is available from the existing 8-inch main along Avenue B. This main has adequate available capacity for the requested zoning. An extension of water facilities will not be required. 15. Sewer is available via the existing 6- inch gravity main along Avenue B. This main has adequate available capacity for the requested zoning. An extension of sewer facilities will not be required. 16. The anticipated water demand for the proposed development is 26 gpm (peak). The anticipated wastewater demand for the proposed development is 19 gpm (peak) 17. The anticipated storm water demand for the proposed development is 8 cfs. 18. The anticipated transportation demand for the proposed development is 1,172 vehicle trips per day. Development Review Committee Based upon the information provided by the applicant and a recent site visit, the Development Review Committee finds that with the recommended conditions the request IS CONSISTENT with the surrounding land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. The Development Review Committee recommends approval of the rezoning request. GENERAL NOTES NOTE: Approval of this request shall not constitute a waiver or variance firom any applicable development requirement unless spec f cally noted in the conditions of approval and consistent with the Denton Development Code. NOTE: All written comments made in the application and subsequent submissions of information made during the application review process, which are on file with the City of Denton, shall be considered to be binding upon the applicant, provided such comments are not at variance with the Denton Plan, Denton Development Code or other development regulations in effect at the time of development. Northwest: North: Northeast: DR-2; DR-2; DGG; Multifamily Residential Single Family Residential Vacant Commercial and Multifamil Residential West: � ' � � � East: DGG; � ' DGG; Multifamily Residential • � • - RetaiUCommercial and Vacant Property Southwest: South: Southeast: DGG; DGG; DGG; Vacant ro ert Vacant ro ert Vacant Pro ert Source: Cit�� of Denton Geographical Infovmation System and site visit by Cit�� staff Comprehensive Plan: A. Consistency with Goals, Objectives and Strategies The subject site is located in a"Downtown University Core" future land use designation. The Denton Plan notes that "Specified commercial areas of the downtown university core district should be places of great vitality, with a mix of educational, residential, retail, office service, government, cultural, and entertainment development." The proposed retail pharmacy is consistent with the future land use designation and therefore the Denton Plan. Land Use Analysis: A. The applicant is proposing to combine four tracts of land for the purpose of developing a 13, 013 sq. ft. retail pharmacy, which is a permitted use in the requested DC-G zoning district. Limitation L(15) restricts retail uses to a maximum of 5,000 square feet per lot in the DR-2 district. When the site is replatted into one lot, it will not comply with this requirement, thus the reason for this request. When comparing the two districts the main differences reflect the different emphases of each district, with the DR-2 focusing on residential uses with some limited commercial uses permitted, and the DC-G focusing on mixed-use residential and commercial, excluding single-family uses. The charts below provide a comparison of the DR-2 and DC-G zoning districts: .- . -.. .- . Agriculture P P Livestock L(7) L(7) Single Family Dwellings P N Accessory Dwelling Units P N Attached Single Family Dwellings P P Dwellings Above Businesses P P Live/Work Units P P Duplexes P N Community Homes For the Disabled P P Group Homes N SUP Multi-Family Dwellings L(5) L(5) Fraternity or Sorority House P P Dormitory P P Manufactured Housing Developments N N P= Permitted, N=not permitted, SUP= Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 . . -.. .- . Home Occupation P P Sale of Products Grown on Site N N Hotels N P Motels N N Bed and Breakfast L(9) P Retail Sales and Service L(15) P Movie Theaters N SUP Restaurant or Private Club N P Drive-through Facility N SUP Professional Services and Offices L(15) P Quick Vehicle Servicing N SUP Vehicle Repair N SUP Auto and RV Sales N L(20) Laundry Facilities P P Equestrian Facilities N N Outdoor Recreation N N Indoor Recreation N P Conference/Convention Centers N P Major Event Entertainment N SUP Commercial Parking Lots N L(28) Administrative or Research Facilities SUP P Broadcasting of Production Studio SUP P Sexually Oriented Business N N Temporary Uses L(38) L(38) P= Permitted, N=not permitted, SUP= Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 . . -.. .- . Printing / Publishing N P Bakeries N P Manufacture of Non-odoriferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N SUP/ L(36) Wholesale Nurseries N SUP/ L(36) Distribution Center/Warehouse, General N N Warehouse, Retail N N Self-service Storage N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics SUP P Sanitary Landfills, Commercial N N Incinerators, Transfer Stations Gas Wells SUP SUP L(27) L(27) P= Permitted, N=not permitted, SUP= Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 . . -.. .- . Basic Utilities SUP SUP Community Service N P Parks and Open Space P P Churches P P Semi-public, Halls, Clubs, and Lodges P P Business / Trade School N P Adult or Child Day Care P P Kindergarten, Elementary School P N Middle School P N High School N N Colleges N P Hospital N P Elderly Housing N P Medical Centers SUP P Cemeteries N N Mortuaries N P WECS (Free-standing Monopole Support SUP SUP Structure) WECS (Building-mounted) SUP SUP P= Permitted, N=not permitted, SUP= Specific Use Permit Required, L(X� = Limited as defined in Secfion 35.5.8 Limitations L(5) = Within this district the density of apartments will be calculated as one bedroom equating to .5 units. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one per each acre over three. L(9) = All restrictions of L(8), but limited to no more than 15 guest units. L(8) = Travelers' accommodations, are permitted, provided that: l. The business-owner or manager shall be required to reside on the property occupied by the accommodation, or adjacent property. 2. That each accommodation unit shall have 1 off-street parking space, and the owners shall have 2 parking spaces. All spaces shall be in conformance with the requirements of the Off-Street Parking section of this Chapter. 3. That only one ground or wall sign, constructed of a non-plastic material, non- interior illuminated of 4 sq. ft. maximum size is allowed. Any exterior illumination of signage shall be installed such that it does not directly illuminate any residential structures adjacent or nearby the travelers' accommodation. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All travelers' accommodations shall be within 200 feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via Public Street or alley access to the site from the arterial. 6. Excluding the business-owner's unit and the area of the structure it will occupy, there must be at least 400 sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than 8 guest units. L(15) = Uses are limited to no more than 5,000 square feet of gross floor area per lot. An SUP is required for additional square footage for Semi-Public Halls, Clubs and Lodges. L(20) = Permitted, but outdoor storage of autos prohibited. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(28) = Use allowed as part of consolidated parking plan. L(36) = Permitted when combined with retail sales. L(38) = Must meet the requirements of Section 35.12.9. B. Current Zoning District Allocation The subject site includes approximately 0.184 acres zoned as DR-2. The proposed rezoning would affect the zoning allocation of the DC-G zoning district within the city. Currently, there is approximately 1,181.8 acres of land within the city that is zoned DGG. If the applicant's proposal is approved, the DC-G allocation with the city will increase from 1,181.8 acres to 1,181.984 acres. Zonin Allocation Zoning District Current Allocation Proposed Allocation (acres) (acres) DC-G 1,181.8 1,181.984 (Existing and Proposed) Nearest Fire, and EMS Station Name of Station � Approximate Distance From Fire/EMS � Fire Station #3, 1204 McCormick Street � 1.15 miles f Source: City of Denton GIS, Fire Department, and EMS Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: Sub'ect Pro ert Estimated Im act Anal sis 0.184 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Density Potable Water Consumption 26 (peak) Yes (GPM) Wastewater 19 (peak) Yes Generation (GPM) B. Available Capacity: Water is available from the existing 8-inch main along Avenue B. This main has adequate available capacity for the requested zoning. Sewer is available via the existing 6- inch gra�ity main along Avenue B. This main has adequate available capacity for the requested zoning. C. CIl' Planned Improvements: There are no planned CIP Proj ects within this area. Roadways/Transportation Network: A. Estimated Demand: Sub'ect Pro ert Estimated Im act Anal sis .0184 f Acres Proposed Demand Adequate to Serve (Yes or No) Average Annual 1172 Yes Daily Trips (AADT) PM Peak Hour Trips 109 Yes B. Available Capacity: Avenue B, Hickory Street and Oak Street all have the capacity to accommodate this development. C. Roadway Conditions: Avenue B, Hickory Street and Oak Street are all classified as improved perimeter streets. Hickory Street and Oak Street are also classified as a Primary Major Arterials (135-feet of right- of-way) per the Mobility Roadway Plan. Avenue B is not designated on the Mobility Roadway Plan. As such it is considered as a local street. D. CIl' Planned Improvements: There are no planned CIP Proj ects within this area. Environmental Conditions: B. Environmentally Sensitive Areas: No environmentally sensitive areas (ESAs) on site. Electric: No Comments Park Facilities: Commercial Property — No residential component. Comments from other Departments: None 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 Exhibit 10 Planning and Zoning Commission Meeting Minutes single-family detached homes. Briggle questioned what guidelines there are within the future land use to control the mixed use and not have too many single-family properties within the area. Berry stated that is reviewed and there are criteria within the Denton Plan update. On the corner of Ryan Road and Teasley Lane there was approximately 25 acres rezoned to NRMU. Based on staff's analysis that rezoning should be adequate for the mixed-use development in that area. Thomas Fletcher, Kimley-Horn and Associates, 5750 Genesis #200, Frisco, Texas Fletcher stated he doesn't have a presentation; staff presented what Fletcher was going to discuss. This ties these three properties together to have a master planned residential development. There were no further questions or discussion with the applicant. Schaake opened the Public Hearing. There was no one to speak on this item. Schaake closed the Public Hearing. Conner questioned the schools in the subject site area to attend Denton High School; Conner stated Guyer High School is just a few blocks away. Schaake stated the boundaries for the schools are drawn and redrawn almost every year. By the time this development is completed they might be redrawn again. Schaake added there is a dividing line on Teasley Lane as well, Conner acknowledged. Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to approve this request. Motion approved (6-0). B. Hc�ld a t�ublic hearin� and cc�nsider inal�in� a recc�ininenda�ic�n �c� �he Ci� Cc�uncil re ,ardin a rezc�nin� c�f a��rc�xiin a�ely 0.1 �4 acres c�f land frc�in a I7c�wn�c�wn F� esiden�ial 2(I7F� �2� zc�nin� dis�ric� �c� a I7c�wn�c�wn Cc�ininercial Creneral (I7C�C1� zc�nin� dis�ric�. T'he sub��ec� t�rc��er�y is lc�ca�ed c�n �he sc�u�h side c�f iWes� C7al� S�ree�, at��rc�xiina�elp 104 fee� wes� c�f �he in�ersec�ic�n c�f iWes� C7al� S�ree� and �venue �. (Z14�0007, C�S Pharinacv, Cindy Jacl�sc�n� Schaake stated a portion of this item was previously heard before this Commission as a variance request. Lockley introduced Jackson. Jackson stated this request is to rezone approximately 0.184 acres of land from Downtown Residential- 2 zoning district to Downtown Commercial General (DC-G) zoning district. Jackson stated when the property is replatted into one lot it would not comply with the zoning; therefore, this is the request to rezone the property. The two variances for the driveways were heard on March 5, 2014, and approved by this Commission. Staff sent out 14 Public Notices to property owners within 200 feet of the subject site, and 56 courtesy notices to property owners within 500 feet of the subject site. At this time staff has not received any returned responses. The applicant held a neighborhood meeting on April 22, 2014, there was one couple that attended. Their concern was to have a fence between the multifamily and the subject site. The Development Review Committee recommends approval of this request. The applicant is present. � 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 Michael Doggett, Winkelmann and Associates, Inc. 5750 Hillcrest Plaza Drive, Dallas, Texas Doggett stated Jackson touched all the items he was doing to discuss. The neighborhood meeting was held, there was no one in opposition that attended the meeting. The rezoning is consistent with the development within this area. At this time CVS Pharmacy does own all of the four tracts of land. Schaake opened the Public Hearing. There was no one to speak on the item. Schaake closed the Public Hearing. Jackson stated she forgot to mention during her presentation that this particular lot is required to be with the entire development; if not their tree preservation would not work. Taylor stated he will be voting for this rezoning. However, this request represents an example of one of the holes within the Denton Plan. The DC-G zoning district as it came from the Denton Plan was to encourage walkable areas, mixed use, and live-work developments. The DC-G zoning district did away with a lot of its rules. Taylor stated he feels the intent was for high density, walkable, mixed-use developments; not for a rezoning to allow a driveway. Commissioner Thom Reece motioned, Commissioner Frank Conner seconded to approve this request. Motion approved (6-0). 5. F'LJT'LTF�E �CrENI7� IT'EA✓IS: LJnder Sec�ic�n 551.042 c�f �he T'exas C7t�en A✓Iee�ine,�, res�c�nd �c� inc�uiries frc�in �he Plannin� and Zc�nin� Cc�ininissic�n c�r �he �ublic wi�h s et� cific fac�ual infc�r�a�ic�n c�r reci�a�ic�n c�f t�c�lic�, c�r acce�J� a�Jrc�pc�sal �c� �lace �he �a�ter c�n �he a�enda fc�r ai2 u,�cc��in� �ee�in� Bentley stated he believes he did not include staff's recommendation in his motion on Public Hearing Item 4A. Leal stated the applicant is no longer present and the Public Hearing has been closed. Leal stated he would recommend that staff make a note within their backup to City Council explaining the intent was to include staff's recommendations and it was unintentionally left off of the motion. Schaake agreed. The final approval will be that City Council can add those recommendations and conditions to their motion. There was no further discussion. Schaake adjourned the Regular Meeting at 7:00 p.m. � Exhibit 11 s:\legal\our documents\ordinances\14�z14-0007 ordinance.docx OrC�lriariCe ��i �� AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR � ZONING CHANGE FROM A DOWNTOWN RESIDENTIAL 2(DR-2) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO A DOWNTOWN COMMERCIAL GENERAL (DC-G) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION; ON APPROXIMATELY 0.184 ACRES, LOCATED ON SOUTH SIDE OF WEST OAK STREET APPROXIMATELY 104 FEET WEST OF THE INTERSECTION OF WEST OAIf STREET AND AVENUE B., IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z14- 0007) . WHEREAS, Michael Doggett, on behalf of CVS Pharmacy, has applied for a change in zoning for approximately 0.184 acres of land legally described in Exhibit "A", attached hereto and incorporated herein by reference (hereinafter, the "Property") from a Downtown Residential 2(DR-2) zoning district classification and use designation to a Downtown Commercial General (DC-G) zoning district classification and use designation; and WHEREAS, on April 23, 2014, the Planning and Zoning Commission recommended approval of the requested change in zoning; and WHEREAS, on June 3, 2014, the City Council concluded a public hearing as required by law and finds that the change is consistent with the Denton Plan and the Development Code; 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. The zoning district classification and use designation for the Property is hereby changed from Downtown Residential 2(DR-2) to Downtown Commercial General (DC- G). Notwithstanding the attached real property description, the property being rezoned includes all property to the centerline of all adjacent street rights-of-way. SECTION 3. The City's official land use map is amended to show the change in the land use designation. 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. 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 6. 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 , 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: MARK A. BURROUGHS, MAYOR PAGE 2 EXHIBIT A LEGAL DESCRIPTION PROPERTY DESCRIPTION TRACT 1 STATE OF TEXAS § COUNTY OF DENTON § BEING a tract of land sttuated in the E. PUCHALSKI Survey, Abatract No. 996, CITY OF DENTON, DENTON COUNTY, TEXAS and being all of a tract of land as described in deed to FSB/Denton Realty Advisors, lnc., recorded in County Clerk's File No. 95-0088204, Deed Records, Denton County, Texas (D.R,D.C.T.) and being more perticularly deacribed as follows: BEGINNING at an "X" cut in concrete found for the northeast comer of eaid FSB/Denton trect, said"X" cut being aRuated in the south right-0f-way line oi West Oak Street (80' right-of-way), and being South 89 deg 30 min 02 sec West, a dietsnce oi 97.01 feet from the intersection of the south right�of-way Une oi said West Oek Street and the west right-of-way line of North Avenue B(80' right-af-way); THENCE South 00 deg 12 min 01 sec West, departing said eouth right-of-wey Ilne, a distance of 180.01 feet to a 112 inch iron rod with red plasUc cap stamped "VNAI" set for corner from which a 3/8 inch iron rod found bears North 31 deg 15 min 09 sec West, a distance of 1.61 feet, sald iron rod being the eoutheast comer of aforementioned FSB/Denton tract; THENCE South 89 deg 30 min 02 sec West, along the south line oi eaid DSBfDenton tract, a diatence of 50.00 feet to a 1!2 inch iron rod with plastic cap stamped "METROPLEX" found for comer, said Iron rod being the southwest comer of said FSB/Derrton tract; THENCE North 00 deg 12 min 01 sec East, departing said south line, a distance of 160.01 feet to a 1/2 inch iron rod with red plastic cap stamped "NYAI" set for corner, said iron rod being the northwest comer of said FSB/Denton tract and being situated in the south right�of-way Iine of aforementioned West Oak Street; THENCE North 89 deg 30 min 02 sec East, along the north line of said FSB/Denton tract and the south right-0f-way line of said West Oek Street, a distence of 50.00 feet to the POINT OF BEGINNING. CONTAINING within these metes and bounds 0.184 acres or 8,001 square feet of land, more or less. Bearings shown hereon are based upon an on-the-ground Survey pertormed in the field on the 10th day of October, 2013, udlizing a G.P.S. measurement (NAD 83) using the Geoshack VRS network of North 89 deg 30 min 02 sec East, alon8 the Soutfi right-of-way line of West Oak Street. PAGE 3 EXHIBIT B SITE LOCATION Z14-0007 ��u>�� l�g�nd �� •- - • -. i c�: o Pa rce I s • �E�v�rpN PAGE 4 Exhibit 2 Site Location/Aerial Map Exhibit 3 Existing Zoning Map �� i�� Exhibit 4 sed Zonin �� E �� mw��'C�� m � ., o�� , ��n _ � � � �-��,��s�,,,,,„;�.a ��.��o � � ' �"hL`F E �w�.iwmn� 1'w��FI :*r'��a '��✓, : � CA� r,,,,E�.� 1w�i!1 ��,n 11 +A ��Z .�„ � E..�Y�° �"' c !' �Yi P 2 E �'n �9.J r.�.,. 8 T-'° - � u'� �'^:Vf40. t,»".:R.�, `. `N P � .ti. ��. e .i."°i! Y �� r,` ,� ��v�� n",�,k A reuwlN�f'xu,C` u K'°��#P.�r�„ y .. �,,,�,,,�. . , Exhibit 5 Future Land Use �� E �� „- � ' � �� /� .� ,, �. , ��, � w, � w , �, ; �� .,; ! , r � ` I , �� ,, � Exhibit 6 �� Winkelmann Appl��ant�s Letter & Associates, Inc. Consulting Civil Engineers � Surveyors February 27, 2014 Cindy Jackson, AICP Senior Planner Planning Division City of Denton 221 N. Elm St. Denton, TX 76201 RE;, Rezoning Project Narrative CVS Pharmacy #10271 NWC Hickory & Ave. B Ms. Jackson, On behalf of CVS Pharmacy, Inc., enclosed is our submittal of the Rezoning Request for Tract 1 located at 1511- 1513 W. Oak Street. This property is a single tract owned by CVS Pharmacy, Inc. and currently zoned DR-2. Based on recent conversations with staff, we are requesting this tract be rezoned to DC-G to be contiguous with the other tracts owned by CVS Pharmacy, Ina The 4 tracts will ultimately become platted into a single lot for development of a 13,013 SF retail pharmacy without a drive-thru given the adjacency to the University of North Texas campus. The tract to be rezoned is surrounded by W. Oak Street to the North, a multi-family housing development to the West, the proposed CVS Pharmacy tract to the South and Dry Cleaners to the East. The tract previously was used for Multi-family purposes and a demolition permit has been issued by the City of Denton to remove the existing building. There is one building on-site that will be demolished and currently a very narrow two-way drive entrance from Oak Street to a parking area serving the multi-family. CVS intends to utilize this tract by providing their customers vehicular ingress only movements from Oak Street as well as a pedestrian corridor complete with sidewalks, benches, and enhanced landscaping. The CVS development will also provide bike racks as well. The tract will provide the required landscape buffer from the multi-family to the West and provides a solid landscape screen. While the property will be platted together and consolidate 4 tracts into 1 lot, the main CVS structure will not be located within the area that is being rezoned and the building is oriented away from the multi- family use to the West of this tract. Any lighting provided will be directed away from the surrounding properties and designed to meet the City of Denton code. This request is consistent with the requirements of the Denton Development Code (DDC) and goals, policies and objectives of the Denton Plan. We would appreciate Staff's support with our request. Should you have any questions, please give me a call. Sincerely, �,� Winkelmann & Associates, Inc. Michael Doggett, P.E., LEED Green Associate Vice President CC: Bob Parrish — CVS Pharmacy Donn Fizer — Orange Dev. 70166 G:\701\66\ENGINEERING\Construction Plans\PDF\2014.02.27 Rezoning Application�Zoning Letter.docx � � .. �a A a � � �t � w v� N IX�� g m � � < m � �_� �° � ¢� ff< W � ��z � �� 3�� $�� =o�� Ae�R� ,� � . �: ; a� =so �x° '�� `3 � ��ag� � �� :. aa m�iiiiiiipi, I eag�� a 8 n� <�a °��rr s� x o �LL �, � �� e a a a U A m a a � ° � o Q w W „ —� a � r�P� w x _ _ 1��11��111��11�� w / / m _ � ` � a - _ -oo� � �5��a° � LL 6 � - o�pag� w � - - - -- - - ozw== _- -- oa- _ _ _ - z? _ __ °�a _ Q aQOaawaioaEad3�or�wao�p�oo_a_�a_aomzao d_�M e N e � m m_ _ ____ __ °� m n n m m N v n n n v� _� E L E � m�- °°- � - ` - ° £ E . 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McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� Legislation Text File #: Z14-0002, Version: 1 Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: Date: SUBJECT John Cabrales, Jr. June 3, 2014 Hold a public hearing and consider adoption of an ordinance approving a rezoning of 2.98 acres from Neighborhood Residential Mixed Use (NRMU) zoning district to the Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district with a mixed use residential protection overlay. The subject property is generally located on the west side of Teasley Lane, across from Ranchman Blvd., and is legally described as a 2.98 acre portion of a called 13.194 acre tract situated in the J. Fisher Survey, Abstract 0421a, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval (6-0) and stated their intent was to include the mixed use residential protection overlay conditions. BACKGROUND The subject property is currently zoned Neighborhood Residential Mixed Use (NRMU) and is approximately 2.98 acres of a larger property approximately 8.53 acre with two designated zoning districts of NRMU and Neighborhood Residential Mixed Use 12 (NRMU-12). The applicant is requesting to rezone the subject property to NRMU-12 to construct single family detached homes and/or townhomes. The remaining portion of the 8.53 acres may already be developed for this purpose under the existing NRMU-12 zoning district. If approved, the developer will use this tract to connect two proposed residential subdivisions, "Teasley Trails Phase 3" and "Teasley Trails." Teasley Trails Phase 3 was granted a rezoning on March 4, 2014 and was previously referred to as the Button Tract. Per Section 35.52.3 of the Denton Development Code (DDC), the maximum number of residential dwelling units that may be allowed in the NRMU-12 for 2.98 acres would be 35 units. The applicant has indicated a desire to build approximately 29 single family lots or possibly townhomes over the entire 8.53 acre site, see Exhibit 6. The subject property is the portion of the larger tract along Teasley Lane zoned NRMU and NRMU-12, see Exhibit 10. Zoning designation on the property to the south is Neighborhood Residential 6(NR-6) and there is a plat submitted for a residential subdivision. The property to the north is designated as NRMU and there is a plat and a building permit for an assisted living facility currently under review. The zoning designation on the property to the east, across Teasley Lane is Neighborhood Residential 4(NR-4), and the property is developed as the Sundown Ranch Subdivision. City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: Z14-0002, Version: 1 Rezoning the subject tract would allow residential development connecting the recently rezoned Button Tract to the planned Teasley Trails subdivision. The Button Tract rezoning was approved by City Council on March 4, 2014. The proposed Teasley Trails subdivision is directly to the north. Staff is currently reviewing a preliminary plat for both these subdivisions. This property has similar ownership interests as both adjacent properties are being developed for single family uses. Public hearing notifications were sent on April 10, 2014 to nine (9) property owners within 200 feet and 37 courtesy notices were sent to property owners within 500 feet. As of writing this report, staff has received no responses to the Notice of Public Hearing from property owners within 200 feet in favor, neutral, or in opposition. OPTIONS l. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of this rezoning request. After the vote they indicated they had intended to include the staff recommended Mixed Use Residential Protection Overlay conditions: A. Notification of Gas Wells within 1,200 feet. l. Developer, and his successors or assigns, shall notify purchasers of lots in the subject property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03-0037 and GPW04-0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas wells may be re-drilled and/or re-fracked in the future. b. There shall be included in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection l.a. (above). The Development Review Committee recommends APPROVAL with Mixed Use Residential Overlay Conditions stated above. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: Z14-0002, Version: 1 April 23, 2014. Planning and Zoning Commission FISCAL INFORMATION There is no fiscal impact to the City. EXHIBITS l. 2. 3. 4. 5. 6. 7. 8. 9. 10 11 12 Z14-0002 Staff Analysis Site Location/Aerial Map Existing Zoning Map Proposed Zoning Map Future Land Use Map Letter from the Applicant Notification Map & Responses Site Photos Legal Description Zoning Exhibit Apri123, 2014, Planning and Zoning Commission Meeting Minutes Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Michele Berry Assistant Planner City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� Exhibit 1 Staff Analysis CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: April 23, 2014 TYPE: Rezoning CC Date: June 3, 2014 PROJECT #: Z14-0002 Project Number: Z14-0002 Request: Rezone 2.98 acres of property from Neighborhood Residential Mixed Use (NRMU) district to Neighborhood Residential Mixed Use 12 (NRMU 12) district. Applicant: Thomas Fletcher Kimely-Horn and Associates 5750 Genesis Court Frisco, TX 75034 Property Owner: Location: Size: Zoning Designation: Future Land Use: Case Planner: Teasley Venture One 2308 Ranch House Dr. Denton, TX 76210 The subject property is on the west side of Teasley Lane, across from Ranchman Blvd. 2. 98 + NRMU Existing Land Use Michele Berry DRC Recommendation: The Development Review Committee recommends approval of the rezoning request, with mixed use residential protection overlay conditions. Summary of Analysis: The subject property is zoned Neighborhood Residential Mixed Use (NRMU). It is part of a larger 8.53 tract of land with split zoning between NRMU and Neighborhood Residential Mixed Use 12 (NRMU-12) zoning. The applicant is requesting to rezoning the property to NRMU-12 to construct single family detached homes and/or townhomes. This would allow residential development connecting the recently rezoned Button Tract to the proposed Teasley Trails subdivision. Staff recognizes the value of connectivity between neighborhoods and the general residential character of this area of the City. The remaining portion of the 8.53 acres may already be developed for this purpose under the existing zoning district. Per Section 35.3.4 Zoning Amendments should be evaluated on the following criteria for approval; 1. The proposed rezoning conforms to the Future Land Use element of The Denton Plan. 2. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, other public requirements and public convenience. Staff finds that this project meets these criteria. The Future Land Use Element is "Existing Land Use/Infill Capacity". The goal of this land use is to ensure new development should respond to existing development with compatible land uses, patterns, and design standards. Public facilities are available and will be extended by the applicant to serve this development. In addition the applicant will cost participate in other needed public improvements to serve this development. There will be adequate public utilities and the proposal conforms to the Future Land Use element of The Denton Plan. Findings of Fact l. The request is for a rezoning of approximately 2.98 acres of property from a Neighborhood Residential Mixed Use (NRMU) district to a Neighborhood Residential Mixed Use 12 (NRMU 12) district. 2. Per Section 35.52.3 of the DDC, the maximum number of residential dwelling units allowed on 2.98 acres is 35. 3. Project History. A. There is no past development history on this site. B. On March 5, 2014, the City Council approved a zoning change on the property to the south from NRMU to NR-6. This property is under the same ownership and the purpose of this rezoning is to connect two planned subdivisions. 4. Denton Plan. A. The Future Land Use Map designates this area as "Existing Land Use/Infill Capacity". The areas to the north, east, south and west are also designated "Existing Lane Use/Infill Capacity". B. Per the Denton Plan, Existing Residential/Infill Capacity future land use designations, "within established residential areas, new development should respond to existing development with compatible land uses, patterns, and design standards. The plan recommends that existing neighborhoods within the City be vigorously protected and preserved. Housing that is compatible with existing density, neighborhood service, and commercial land use is allowed." A Residential Land Use Location Strategy in the Denton Plan is to "encourage all new development to be contiguous to existing development." This project will be contiguous to Teasley Trails and the proposed Button Tract subdivisions. The DRC is currently reviewing plats for both projects. C. Per The Denton Plan, a neighborhood mixed use activity center is generally up to 10 acres and serves 1 mile radius or 5,000 people. Currently the property is zoned NRMU and NRMU-12 which indicates this type of land use. D. Per the Future Land Use element of the Denton Plan, the four criteria to determine appropriate site-specific residential densities are: • Design quality, - once the zoning is approved there is no method to enforce provision of additional amenities or design beyond what is required in the DDC. • Adequacy of public provisions, - improvements to utilities would be required to service this development. • Amenities provision, and — Similar to design quality, once the zoning is approved there is no method to enforce provision of amenities beyond what is required in the DDC. • Compatibility with existing neighborhoods — There are no directly adjacent neighborhoods. However, there are planned neighborhoods to the north and south. 5. Denton Development Code. A. The request is to rezone approximately 2.98 acres of property from NRMU to NRMU-12. NRMU-12 generally permits fewer commercial uses and less dense development. A table of changes and permitted uses is below: .- . -.. ... -. . Agriculture P P Livestock L(7) L(7) Single Family Dwellings P N Accessory Dwelling Units L(1) N Attached Single Family Dwellings P L(40) Dwellings Above Businesses P P Live/Work Units P P Duplexes P N Community Homes For the Disabled P P Group Homes SUP SUP Multi-Family Dwellings L(4) SUPL(4) Fraternity or Sorority House SUP SUP Dormitory SUP SUP Manufactured Housing Developments N N . - . - -.. - ... •. . Home Occupation P P Sale of Products Grown on Site N N Hotels N P Motels N N Bed and Breakfast L(10) P Retail Sales and Service L(15) L(17) Movie Theaters N N Restaurant or Private Club N L(11) Drive-through Facility N SUP Professional Services and Offices L(14) L(17) Quick Vehicle Servicing N SUP Vehicle Repair N N Auto and RV Sales N N Laundry Facilities P P Equestrian Facilities N N Outdoor Recreation SUP SUP Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities N L(14) Broadcasting of Production Studio N L(14) Sexually Oriented Business N N Temporary Uses L(38) L(38) . . •.. ... •. . Printing / Publishing N N Bakeries N L(21) Manufacture of Non-odoriferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries N N Distribution Center/Warehouse, General N N Warehouse, Retail N N Self-service Storage N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics N P Sanitary Landfills, Commercial N N Incinerators, Transfer Stations Gas Wells ��2P� L(27) . . - -.. - ... •. . Basic Utilities L(25) L(25) Community Service P P Parks and Open Space P P Churches P P Semi-public, Halls, Clubs, and Lodges L(15) P Business / Trade School N L(14) Adult or Child Day Care P P Kindergarten, Elementary School P P Middle School N P High School N SUP Colleges N N Conference/Convention Center N N Hospital N N Elderly Housing L(13) P Medical Centers N P Cemeteries N N Mortuaries N N WECS (Free-standing Monopole Support SUP SUP Structure) WECS (Building-mounted) SUP SUP B. There are no applicable overlay or historic districts. 6. Other Plans. A. A CIP project involving the relocation of the existing 20-inch water main to the west side of FM 2181 is currently in the schematic design phase. B. Per the mobility plan, Teasley Lane is classified as a primary major arterial and it is owned and maintained by TXDOT. C. TxDOT plans to widen Teasley Lane in 2017. The city is currently addressing water and sewer infrastructure in anticipation of the road widening. 7. Existing site conditions A. Current uses and conditions l. There is a drive on the site that provides access to two gas wells to the west of the property. This would mean vehicles servicing the gas well site will share roads with residential traffic. 2. There are a number of trees on the site. 3. There is a change in elevation of 38 feet on the site. The topography drains away from the communication tower that the larger 8.53 acre site wraps around. B. Adjacent uses. l. There is a gas well adjacent to the larger 8.53 acre property on the west side. The edge of the pad site is approximately 700 feet away from the subject property. 2. To the south of the property is an existing mobile home park was recently rezoned to allow for a single family development, the Button Tract (Z13- 0010). 3. Directly across Teasley Lane is an existing single family subdivision. 4. To the north of the property is an undeveloped acreage with or without agriculture uses. However, the property owners have submitted plats to develop the property with an assisted living facility. To the north of that is the Teasley Trails Addition which will be developed for a single family subdivision and is zoned NR-3. 5. There is an existing 201 foot tall wireless communications tower, about 150 feet to the northwest of the subject property. Denton County Appraisal District data shows that the tower site was developed in 1963. Per Section 35.12.8.2 of the DDC, Pre-existing towers and pre-existing antennas are only required to conform to Section 35.12.4..A, B, and H of the DDC . These sections refer to federal and State Standards, Structural Standards, and Abandonment. However, while Section 35.12.8.5 of the DDC, "Tower Location Standards" does not apply it is clear the intent of the regulation is to prevent towers from locating close to single family homes. Section 3512.8.5 of the DDC states, except as provided in 35.12.8.7, telecommunications towers are not permitted in any residential zoning district and must be a minimum of a three to 1(3:1) ratio from a single- family residential use and one to one (1:1) distance from a multi-family use. Two goals of these regulations listed in Section 3512.8 of the DDC are to; a) "Protect residential land areas and land uses from potential adverse impacts of towers and antennas b) Encourage the location of towers in non-residential areas" However, the current NRMU-12 zoning adjacent to the tower permits single-family dwelling units along with several commercial uses by right. C. Adjacent Zoning l. The property located northeast of the site is designated as NRMU and NRMU-12 zoning district. A portion of the property to the northeast proposed to be developed as a senior living facility is designated as NRMU and a portion is NRMU-12. 2. The property to the south was recently rezoned to NR-6. 3. The property to the west is zoned NRMU-12. West of that the property is zoned NR-3. 4. The property to the east, across Teasley Lane is zoned NR-4. D. There are no environmentally sensitive areas or floodplain areas on site. E. Existing public facilities l. Currently, there is a gravel road access to the site. The grave road aligns with Ranchman Blvd across Teasley Lane. The property owner or developer shall be required to improve the gravel road to a concrete street to serve the neighborhood and provide gas well access to the west. In addition, to meet requirement of the City's Fire Code an additional point of access meeting separate standards will be required. This will be provided by connecting to the proposed subdivisions to the north and south. 2. Water is available by connecting to the existing 8-inch main along the west side of FM 2181 (approx. 1,100 feet north of Applicant's north property corner on FM 2181), and per DDC and City's Water Master Plan, extending a 20-inch main from that point along the full extent of Applicant's Teasley Lane frontage. This main may be eligible for City oversize participation. The amount of City's participation would depend on the size water main that is necessary to serve this development. 3. Sewer shall be routed offsite toward the Denton West Lift Station (within the Button Property to the south, near Ryan Road). The existing Denton West Lift Station does not have sufficient available capacity to serve the proposed development. Applicant is required to cost-participate in the necessary lift station expansion. 4. Other Facts stated by DRC. a) Anticipated water demand for the entire 8.53 acre tract. 77 gallons per minute (peak) b) Anticipated wastewater demand for the entire 8.53 acre tract. 45 gallons per minute (peak) F. Fire Service — The nearest fire station is Station 6, located at 3232 Teasley, which is approximately 0.53 miles away, with an approximate 1 minute response time. G. Anticipated educational facility demand. Our standard multipliers predict the entire 2.98 development would generate a maximum of 2.1 elementary school students, 1 middle school student and 1 high school students. Development Review Committee Based upon the information provided by the applicant and a recent site visit, the Development Review Committee finds that with the recommended conditions the request IS CONSISTENT with the surrounding land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. CONDITIONS OF APPROVAL Based upon the findings-of-fact, the Development Review Committee (DRC) recommends approval of this rezoning request with the following conditions: A. Notification of Gas Wells within 1,200 feet. l. Developer, and his successors or assigns, shall notify purchasers of lots in the subject property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03-0037 and GPW04-0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas wells may be re-drilled and/or re-fracked in the future. b. There shall be included in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection l.a. above. GENERAL NOTES NOTE: Approval of this request shall not constitute a waiver or variance fi^onz any applicable developnzent requirenzent unless specifically noted in the conditions of approval and consistent with the Denton Developn2ent Code. NOTE: All written conznzents nzade in the application and subsequent subnzissions of infornzation nzade during the application review process, which are on fzle with the City of Denton, shall be considered to be binding upon the applicant, provided such conznzents are not at variance with the Denton Plan, Denton Developnzent Code or other developnzent regulations in effect at the tinze of developnzent. Surrounding Zoning Designations and Current Land Use Activity: Northwest: North: Northeast: NRMU-12 NRMU-12 and NRMU NR-4 Acreage with or without ag. use, Acreage with or without ag. use, Existing Sundown Ranch Communication Tower Planned Teasley Trails Subdivision Subdivision and planned Mayberry Gardens Assisted Living Facility West: Subject Property: East: NR-3 NRMU NR-4 Acreage with or without ag. use, Acreage with or without ag. use Existing Sundown Ranch Planned Teasley Trails Subdivision, Subdivision Gas Well Southwest: South: Southeast: NR-2 NR-6 NR-4 Acreage with or without ag. use, Gas Mobile Home Park, Existing Sundown Ranch Well Recently Rezoned Button Tract Subdivision (Z13-0010) J'ource: Cit�� ofUenton Cieogv�aphical lnformation Jj�stem and site visit by Cit�� stajf Summary of Surrounding Zoning Designations and Current Land Use Activity: Comprehensive Plan: A. Consistency with Goals, Objectives and Strategies: The Future Land Use Map designates this area as "Existing Land Use/Infill Capacity". Per the Denton Plan on Existing Residential/Infill Capacity, "within established residential areas, new development should respond to existing development with compatible land uses, patterns, and design standards. The plan recommends that existing neighborhoods within the City be vigorously protected and preserved. Housing that is compatible with existing density, neighborhood service, and commercial land use is allowed." A Residential Land Use Location Strategy in the Denton Plan is to "encourage all new development to be contiguous to existing development." This project will connect Teasley Trails and the proposed Button Tract. Staff is currently reviewing preliminary and final plats for both adjacent projects. B. Land use analysis Rezoning from NRMU and NRMU-12 will limit commercial uses permitted on the property and allow for additional single family residential. A table of permitted uses in both the NRMU and NRMU-12 is provided above in the Findings of Fact page. C. Future Land Use Allocation/Current Zoning District Allocation Sub'ect Pro ert Future land Use/Zonin allocation 2.98 f acres Current Allocation in the City Proposed Allocation Change Based Upon Re uest Neighborhood 143.62 acres within a mile Residential MiYed 146.60 acres within a mile radius radius -2.03% Use (NRMU) Neighborhood 761 acres within a mile Residential MiYed 7312 acres within a mile radius radius +4.07% Use 12 (NRMU-12) S'ource: Cit�� ofUenton While the number of acres zoned NRMU within a mile radius is high, most of this land is developed or in the floodplain. Per The Denton Plan, a neighborhood mixed use activity center is generally up to 10 acres and serves 1 square mile or 5,000 people. The potential population in the approximately one square mile service area is approximately 4,217 which, per The Denton Plan would support just under 10 acres of NRMU zoning. As proposed, there is adequate land in the service area zoned to provide convenience shopping, services, and goods to residents. This property is located approximately 025 miles from two areas zoned NRMU. Zonin within �l S uare Mile Acres Potential Po ulation NR-2 402 258 NR-3 97.0 1086 NR-4 2853 ll 45 NR-6 571 1096 NRMU-12 251 632 NRMU 68.5 0 CM-G 14.5 0 Total 649 4,217 Nearest Elementary, Middle, and High School Staff contacted a representative from Denton Independent School District (DISD) who confirmed, "The potential school impact would be minimal. The area that is being proposed is currently zoned to Houston Elementary. The additional 15 students generated for the entire 8.53 acre property may potentially add an additional teacher to that campus." Name of School Approximate Available Project's Estimated Change Estimated Distance From Capacity Annual Student Annual Student Subject Property Generation Generation (8.53 acre tract) Houston Elementa f6,500 feet es 15 +9 McMath Middle f12,000 feet es 6 +3 Denton Hi h School f22,000feet es 7 +4 Source: Denton Independent School District With the capacity for schools, it is important to note that the 2.98 acres proposed to be rezoned to NRMU-12 may have been developed as multifamily under the current zoning. Standard multipliers predict this development would generate a maximum of 2 elementary school students, 1 middle school student and 1 high school students. Nearest Fire, and EMS Station Source: City of Denton GIS, Fire Departnzent, and EMS Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: Sub'ect Pro ert Estimated Im act Anal sis 2.98 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Density 12 units/acre Yes Potable Water Consumption 77 (peak) Yes (GPM) Yes (provided that Wastewater 45 (peak) Applicant participates in Generation (GPM) Lift Station Expansion, as described herein) C Available Capacity: Water is available by connecting to the existing 8-inch main along the west side of FM 2181 (approx. 1,100 feet north of Applicant's north property corner on FM 2181), and per DDC and City's Water Master Plan, extending a 20-inch main from that point along the full extent of Applicant's Teasley Lane frontage. This main may be participation would development. eligible for City oversize participation. The amount of City's depend on the size water main that is necessary to serve this City would be willing to generate a Pro-Rata Agreement whereby Applicant would be reimbursed the cost of the offsite portion of the proposed water main construction if and when the adjacent properties connect to it. Sewer shall be routed offsite toward the Denton West Lift Station (within the Button Property to the south, near Ryan Road). The existing Denton West Lift Station does not have sufficient available capacity to serve the proposed development. Applicant is required to cost-participate in the necessary lift station expansion. C. CIP Planned Improvements: A CIP project involving the relocation of the existing 20-inch water main to the west side of FM 2181 is currently in the schematic design phase. Roadways/Transportation Network: A. Estimated Demand: Sub'ect Pro ert Estimated Im act Anal sis 2.98 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Density 12 units/acre Yes Average Annual 298 Yes Daily Trips (AADT) PM Peak Hour Trips 30 Yes B. Available Capacity: Teasley Lane is a TXDOT owned and maintained roadway that is scheduled to be widened to a 6-lane roadway in 2017. Currently, Teasley Lane is a two lane roadway in this area and is over capacity. C. Roadway Conditions: Teasley Lane is classified as an unimproved perimeter street per City of Denton Development Code standards. However, Teasley Lane is a TXDOT owned and maintained roadway and is scheduled to be widened to a 6-lane roadway in 2017. D. CIP Planned Improvements: Teasley Lane is a TXDOT owned and maintained roadway. There are plans to widen Teasley Lane in 2017. Environmental Conditions: A. Environmentally Sensitive Areas: The proposed development is not encroaching into environmentally sensitive areas (ESAs). Electric: To provide electric service to the residential neighborhood and surrounding area Denton Municipal Electric will construct a main line circuit with switchgear through this area. Location of the line will be determined by the sequence of the development of the area and final layout of this development. The developer will be required to pay 100% of the estimated cost of the street lighting facilities in advance of construction. DME will prepare an estimate for the street lighting cost when preparing the electric utility design for the development. To meet City of Denton requirements, typical light placement shall be at all intersections, in each cul-de-sac, and along all public streets at intervals of not more than three hundred feet. Park Facilities: A. Lake Forest Park is a 6932 acre park 900 feet to the west of the proposed subdivision. Amenities include: 0 12 Benches, 0 1 Dog Park, 0 6 Dog Stations, 0 3 Drinking Fountains, 0 1 Community Bulletin Board, 0 56 Parking Spaces, 0 3 Picnic Tables, 0 1 Playground, 0 1 10 Acre Fishing Lake, 0 1 025 Acre Pond, 0 0.47 Miles of Concrete Trail, and 0 1.42 miles of Soft Surface Trail. B. Cross Timbers Park is a 70.2 acre park 4,1001inear feet to the southwest of the proposed subdivision. Amenities include: 0 1 Basketball / Multipurpose court, 0 10 Benches, 0 2 Bike Racks, 0 1 Pedestrian Bridge, 0 2 Drinking Fountains, 0 6 Grills, 0 1 Pavilion, 0 8 Picnic Tables, 2 o Playgrounds with Shade Coverings, 1 0 0.5 Acre Fishing Pond, 0 1 Sand volleyball Court, 0 2 Swings, 0 1.17 Miles of Concrete Trail, and o.75 miles of Soft Surface Trail. C. Wheeler Ridge Park located in the Wheeler Ridge Subdivision and is 3800 feet southeast of the proposed subdivision. Amenities include: 0 2,800 foot concrete trail, 0 3 seating areas with crushed granite pathways, and o large limestone seating areas. D. Briarcliff Park is a 9.62 acre park S,1001inear feet to the northeast of the proposed subdivision. Park Amenities include 0 1 Basketball court, 0 6 Benches, 0 2 Drinking Fountain, 0 2 Goals (soccer), 0 1 Grill, 0 1 Pavilion, 0 8 Picnic tables, 0 1 Playground, and 0 1 Swing set, 1 0.27 mile concrete trail. All other park land areas are over one mile from the proposed subdivision. Gas Wells: There are two existing gas well pad sites within 1,200 feet of the 8.53 acre property, with approved gas well development plat numbers GWP03-0037 and GWP04-0015. None of the pad sites are located on the subject property and the applicant is aware of the 250 setback from homes. �1�1%��° ��,� E�ibit 10 Zoning E�ibit r!�,�r'�" f/�Gr yl � l�N� � r�� %� �� //u/i JJ � D� 1u„�l/�� , �*w� a y�i ��u��%iyJ� % ��rul l��i,�,r m� �//i � r i� � f1 � ,,,'� ��1 �� i l% �i�/i�' ", �'v ri� !;�j f% � � o .,/j��j /� �� `� flfl� ,��/ii/, �� / j,. y1 �1V � <!/ � /%/ � ,; �r �i,i,�/�j ,�;. . ' T /j//. ,��, ��" � / �fl�%i � U///� �Jf� ��ii ! %oj� �,,� �� J� �j/�� // �/i%�%/ , �/, , I -, ,: �mN� , K „ . /%;�/ / „ fr � i � i �� , .... / / i% �� J!��/� '"i // //ii/%ii(��l�,.;nrv�l.air�� %i//tll% �� r .II� ��ll�//JiIIG'lN I � � �,,�iol� ';% rfi�N——N ;�1 m a� � O� O z ;o o�� zmZ < —y� � � mDm �� , u` A� c� UJ " � X ` � A � �� _ ..ry�� ° ~ � m � � y c� � � : m z . � c � m 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 Attachment 11 Apri123, 2014, Planning and Zoning Commission Meeting Minutes � � �� {� �,, Minutes � .� �� {� �,, Planning and Zoning Commission April 23, 2014 After determining that a quorum was present, the Planning and Zoning Commission convened a Work Session on Wednesday, April 23, 2014 at 6:15 p.m. in the City Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which time the following items were considered: PRESENT: ABSENT: Chair Jean Schaake. Commissioners: Brian Bentley, Frank Conner, Devin Taylor, Thom Reece, and Amber Briggle. Commissioner Jim Strange. STAFF: Athenia Green, Brian Lockley, John Cabrales, Jr., Aaron Leal, Earl Escobar, Ron Menguita, Erica Marohnic, Mike Bell, Michele Berry, and Cindy Jackson. 4. PLT�LIC HE�F� INCr: A. Hc�ld a t�ublic hearin� and cc�nsider in al�in� a recc�in in enda�ic�n �c� Ci�y Cc�uncil re a� rdin� rezc�nina..��t�rc�xiina�ely 2.9� acres frc�in a Nei�hbc�nc��c�d F�esiden�ial A✓Iixed LJse �NF�A✓ILT� zc�nin� dis�ric� �c� a Nei�hbc�nc��c�d F�esiden�ial A✓Iixed 12 (NF�A✓ILT�12� zc�nin� dis�ric�. T'he sub�e��Jrc�t�er�v is ,ea..�y lc�ca�ed c�n �he wes� side c�f T'easlev Lane, acrc�ss frc�� F�anch�an �lvd. (Z14�0002_ T'easlev �en�ure C7ne_ A✓Iichele �errv� Lockley introduced Berry. Berry stated the subject site is split between the Neighborhood Residential Mixed Use (NRMU) and Neighborhood Residential Mixed Use-12 (NRMU-12) zoning districts. The request is to rezone approximately 2.98 acres from NRMU to NRMU-12 zoning district. The applicant is proposing to construct single family detached homes and/or townhomes. This would allow residential development connecting the recently rezoned Button Tract to the proposed Teasley Trails subdivision. There are gas wells near the site. Staff is recommending approval with conditions to notify future property owners of the location of the gas wells through a note on the plat and either deed restrictions or notes in the HOA documents. Staff sent out nine Public Notices to property owners within 200 feet of the subject site and 37 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received no returned responses. Berry stated the Development Review Committee recommends approval of this request with the notification condition listed in the staff backup materials. Berry added the applicant is present. Taylor questioned the current NRMU, Berry stated directly to the north is NRMU zoning, and there is currently a conveyance plat in process. Berry stated that is proposed to develop an assisted living facility, which is allowed within that zoning district. Briggle questioned the number of homes allowed within this zoning district. Berry stated the NRMU zoning district doesn't permit single-family detached. The zoning district does allow townhomes. Briggle 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 Attachment 11 Apri123, 2014, Planning and Zoning Commission Meeting Minutes questioned if there is mixed use within the area; Berry stated to the south of the subject site there is Kroger, and to the north of the site there are offices. Briggle stated the proposal is for more single-family detached homes. Briggle questioned what guidelines there are within the future land use to control the mixed use and not have too many single-family properties within the area. Berry stated that is reviewed and there are criteria within the Denton Plan update. On the corner of Ryan Road and Teasley Lane there was approximately 25 acres rezoned to NRMU. Based on staff's analysis that rezoning should be adequate for the mixed-use development in that area. Thomas Fletcher, Kimley-Horn and Associates, 5750 Genesis #200, Frisco, Texas Fletcher stated he doesn't have a presentation; staff presented what Fletcher was going to discuss. This ties these three properties together to have a master planned residential development. There were no further questions or discussion with the applicant. Schaake opened the Public Hearing. There was no one to speak on this item. Schaake closed the Public Hearing. Conner questioned the schools in the subject site area to attend Denton High School; Conner stated Guyer High School is just a few blocks away. Schaake stated the boundaries for the schools are drawn and redrawn almost every year. By the time this development is completed they might be redrawn again. Schaake added there is a dividing line on Teasley Lane as well, Conner acknowledged. Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to approve this request. Motion approved (6-0). 2 s:\legal\our documents\ordinancesU4�z14-0002 revised.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A REZONING OF 2.98 ACRES FROM NEIGHBORHOOD RESIDENTIAL MIXED USE (NRMU) ZONING DISTRICT TO NEIGHBORHOOD RESIDENTIAL MIXED USE 12 (NRMU-12) ZONING DISTRICT WITH A MIXED USE RESIDENTIAL PROTECTION OVERLAY. THE SUBJECT PROPERTY IS GENERALLY LOCATED ON THE WEST SIDE OF TEASLEY LANE, ACROSS FROM RANCHMAN BLVD., AND IS LEGALLY DESCRIBED AS A 2.98 ACRE PORTION OF A CALLED 13.194 ACRE TRACT SITUATED IN THE J. FISHER SURVEY, ABSTRACT 0421a, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (Z14-0002) WHEREAS, Bob Shelton (Bob Shelton Enterprises), has applied for a change in zoning for approximately 2.98 acres from Neighborhood Residential Mixed Use (NRMU) zoning district to Neighborhood Residential Mixed 12 (NRMU-12) zoning district (hereinafter, the "Property"); WHEREAS, There are two existing permitted gas well drilling and production sites within 1,200 feet of the proposed NRMU-12 zoning, which are platted and known as GWP03- 0037 and GWP04-0015; WHEREAS, Subchapter 35.5.2.4. of the Denton Development Code allows for a Mixed Use Residential Protection Overlay; WHEREAS, on April 23, 2014, the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested change in zoning, together with the overlay restrictions; WHEREAS, on June 3, 2014, the City Council held a public hearing as required by law, and upon conclusion finds that overlay restrictions are necessary to address the concerns regarding the construction of homes in close proximity to the existing gas well sites; and WHEREAS, the City Council finds that the change is consistent with the Denton Plan and the Development Code; 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. The zoning district classification and use designation for the Property is hereby changed from NRMU to NRMU-12 subject to the following mixed use residential protection overlay restrictions: A. Notification of Gas Wells within 1,200 feet 1. Developer, and his successors or assigns, shall notify purchasers of lots in the Property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03-0037 and GPW04-0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas welis may be re-drilled and/or re-fracked in the future. b. There shall be included in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection A.l.a. above. SECTION 3. Notwithstanding the attached real property description, the property being rezoned includes all property to the centerline of all adjacent street rights-of-way SECTION 4. The City's official land use map is amended to show the change in the land use designation. SECTION 5. 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 pi•ovisions of this ordinance are severable. SECTION 6. 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 7. 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. PASS�D AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR PAGE 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ��.�/t%� PAGE 3 EXHIBIT A LEGAL DESCRIPTION BEING a tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, in the City of Denton, Denton County, Texas, and being a portion of a calied 13.194 acre tract of land, conveyed to Teasiey Venture One, LLC, as evidenced in a Speciai Warranty Deed, recorded in Instrument No. 2013-91579 of the Official Records of Denton County, Texas, and being more particularly described by metes and bounds as foilows: BEGINNING at an aluminum TxDOT right of way monument found for the southeast corner of said 13.194 acre tract of land, same being the southwest corner of a cailed Parcel 20 (0.8760 acre), conveyed to the State of Texas, as evidenced in a Special Warranty Deed recorded in Instrument No. 2011-40138 of the Officiai Records of Denton County, Texas, same also being on the current west right of way line of F. M. Highway No. 2181 (Teasley Lane), a variable width right of way; THENCE South 89°44'47" West, departing the west right of way line of said F. M. Highway No. 2181 (Teasley Lane) and along the south line of said 13.194 acre tract, a distance of 561.90 feet to a corner; THENCE North 00°15'13" West, departing said south line and crossing said 13.194 acre tract, a distance of 25420 feet to a corner; THENCE South 89°36'21" East, crossing said 13.194 acre tract, a distance of 469.56 feet to a corner on the curving easterly line of said 13.194 acre tract, the westerly line of aforesaid Parcel 20 (0.8760 acre) tract and the westerly right of 4vay line of aforesaid F. M. Highway No. 2181 (Teasiey Lane}, said curve being a non-tangent curve to the right; THENCE in a southerly direction, along the easterly line of said 13.194 acre tract and the westerly right of way line of said F. M. Highway No. 2181 (Teasley Lane), the foliowing: Along the arc of said curve to the right, through a central angie of 00°07'12", having a radius of 4,518.66 feet, a chord bearing of South 20°50'25" East, a chord distance of 9.46 feet and an arc length of 9.46 feet to an aluminum TxDOT right of way rnonument found for the end of said curve; South 20°46'49" East, a distance of 248.31 feet to a corner; South 15°00'26" East, a distance of 7.74 feet to the POINT OF BEGINNING and containing 2.98 acres of land, more or less. Bearings are based on grid north of the Texas Coordinate System of 1983 using the City of Denton control monumentation. All dimensions shown are ground distances. To obtain a grid distance, multipiy the ground distance by the Project Combined Factor (PCF) of 0.999848811 This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests impiied or established by the creation or reconfiguration of the boundary af the political subdivision for �vhich it was prepared. PAGE 4 EXHIBIT B � PAGE 5 Exhibit 2 ' Site Location/Aerial Map —�� .� ,� Legend N .�e� ��m�,�o.�o�.ti..a � .: � 9 �soe��.ceP..�,.,;.�.m � � ._ _ . o Parcels w E �°b°�,:e°;a: ��:;ome;�;e��o.m � �rv Centerline m:ae`o�„m�°me� a�:m'�axa�;��ao � �ar ��IIIII Subject Property o ,os z,o� 4zo °k a� a� a°"a :m �,�om��; �� m. � o. . , Feer �.bv ,.. A _ �.s_ ,� _ao �, � � Exhibit 3 ' Existing Zoning — �"°s �^y„; � � � � .,_r N .�e�a o, � o. � o�� m�„o.,�o„�.ti .,a _.A� � �„� Legend � �.�so`��:�`P�;�,e„�°:m ._ _ A DR-2 uuuuuuuuuuuu MF 1+ `s NR-6 uuuuuuuuuuuu RCC- W� ' E •"'°'�^°,^�`�•"�'^�„""•��°`",^°"" iiii CM-E EGC iuuu� MPC um� NRMU RCR- ��„��",��.'�� Y I"1""Y � CM-G ��'� EC-I NR-1 IIIIIIi�IVlllllllliil NRMU-12 r RCR- mae� p�� me ��a � axa��a�o � fi�b7' iii: DGG � ETJ NR-2 ii��ii��i��in pD i RD-5 � s , , , � -"? DC-N '� IGE +� NR-3 @II�O'RNo'�IIV RC V° ,A'.'.::i RD-5 = . �m=� o ios zio azo bv gra.sra,� �,�„��,,. ' �. ..�� . �� DR-1 IIIIIIIIIIIIIIII IGG IIIIIIIIIIIIIIIIIII NR-4luuwu� RCC-0 Feet Exhibit 4 ' ' Proposed Zoning Map ; � ; -.-. '� , �� — �►�. '- - � � .� �� - - �, � � � � , �� . �o�ql ��iii ��r1�rm �� " � � � . � m��. ��, �� ,� �m,amr ' � i�� "'q��^'�4��ii�� "�rr �� `� ��9 �O�W ��'h � ��ia� � �Illu� ;��q�� ,� ,�. � , ��n�' �`�,�mW�� .. � Exhibit S ' ' Future Land Use Map � ,`>� Neighborhood Center w Co`m'�� ru n�i�ty �ae� � i�,, °��q� ^�m?�,�. �, �� . �, � ��'� m� u� �� r�,�� — �"°s �^y„; � � � � .,_r N .�e�a o, � o. � o�� m�„o.,�o„�.ti .,a � .�.y_..o,o,.r.m�,o,m.<„o,�.,o._a�o.e.d _.w;:� _��„� ._ _.:.. IIILlllegend :� ��eso��;o;;�<�m , IIII I IIIIIIIIISubject Property iiiiiiiiiiiiiiiiii Regional Mixed Use Cente W E �^ ��^meP�=e��^^m NeighbortioodCenter —�� EmploymentCenter ee . o,o„�o.�,.�e,m.�,o.� Y I I'"Y � fib(� � DowntownUniversiryCore � ExishngLandUse °°" °'"'° � Iiiiiiiii Industrial Center iiiiiiiiiiiiiiii RurelAreas �' s , , m` �� CommuniryMixedUseCenter o i�o sao sao �k , g=,y..��,=��a m�,��m�=� .�.4' Feet v,.. A r.,sr ,@ rao �, m. Exhibit 6 Letter from Applicant Zoning Project Narrative Teasley Venture One, LLC - Teasley Lane at Ranchman Blvd. Location: The site is located at the intersections of Teasley Lane and Ranchman Boulevard in Denton, Texas. Ranchman Boulevard would be extended as part of this development. There is an existing mobile home park directly south of the tract, and vacant land to the north. Purpose: To change the zoning and re-develop the property in a manner that is sustainable, compatible, and marketable with surrounding existing uses and current market forces. Existinq and Proposed Land Use: Existing Zoning: NRMU Proposed Zoning: NRMU-12 Existing Plat(s): No Plats exist for this property. Acreaqe: Total Acreage for the Teasley Venture One, LLC remainder tract is 8.53 acres, and the proposed zoning is for 2.98 acres out of the 8.53 acres. Land Characteristics: The Property bounds an existing communications tower on three sides. The property also has frontage along Teasley Lane at the intersection of Ranchman Boulevard. Ranchman Boulevard would be improved as part of this project. Property is bounded on the south by an existing mobile home community that has been recently been re-zoned to NR-6. The property has a dense grove of trees along the southern portion of the tract with individual trees scattered throughout the remainder of the tract. Existing Uses: Site is currently undeveloped. Proposed Uses: Owner is looking at developing approximately 160 +/- single family residential lots if he can successfully combine this proposed development with the proposed development on the tract to the south. Proposed gross density will be well below 6 units / acre. If that does not occur then owner would look at the possibility of developing a townhome product as allowed under the proposed zoning. Phasing and Proposed Access: Two (2) phases of development are anticipated with access from existing Teasley Lane and Ranchman Boulevard, and future access from the Button Tract located directly south of Ranchman Boulevard. Ranchman Boulevard is currently unimproved west of Teasley Lane, it is anticipated that Ranchman Boulevard will be constructed with the development of the Button Tract and extended west as part of this project. Access from Ranchman Boulevard and through the Button Tract to Ryan Road will satisfy the "remote access" rules. Existing Utilities: There is existing City water within the Teasley Lane right-of-way. There is existing electric in the vicinity along Teasley Lane. Exhibit 6 Letter from Applicant Proposed Utilities: Water mains will be constructed within the residential development with connections to the existing main in Teasley Lane, and connections to water main to be constructed with the development of Button Tract. Sewer will be constructed within the residential development and connect to the proposed trunk line to be constructed with development of the Button Tract. Existing conditions and proposed conditions, sewer-shed maps will be prepared for use by the City in determining the availability of capacity in the Ryan Road lift station. Existinq Topoqraphy and Drainaqe: The site slopes from the northwest corner to the south and east. The topography in the south, where the site is bordered by Ranchman Boulevard is densely populated with trees. A portion of the site located directly south of the communications tower has a steep slope running south and east. The site will drain into the Button Tract, and into the roadside ditch located along Teasley Lane, which feeds into the Fletcher Branch Tributary 4. Proposed Topography (Grading) and Drainage: Onsite cut-fill is proposed in order to grade the site for single-family or townhome uses. The proposed grades will conform generally to existing slopes and patterns. Cuts and fills are anticipated due to existing slopes and in order to balance the site. Due to this, retaining walls are anticipated within parts of the development. The proposed hydrology will be paved or covered consistent with uses and intensity of development within the NRMU-12 district. Proposed Mitiqation Measures for Nuisance Abatement: Control of noise, odor, fumes, dust, and lighting, and sufficient landscaping and screening created by the development will be accomplished with required, and if necessary, enhanced techniques and methods to be determined at the time of platting and design. Nuisances, if any, are not anticipated to be exacerbated or significantly different from the existing zoning as a result of the proposed zoning change. Consistencv with the requirements of the Denton Development Code (DDC): It is anticipated that the proposed uses and development on the tract will be consistent with and in accordance with all requirements of the DDC. Impact of the Proposed Chanqe On: a. The Goals and Objectives of The Denton Plan: The proposed zone change will adhere to the goals and objectives of The Denton Plan by matching the Future Land Use Element, and by preserving worthy natural resources and features. No negative impacts to the goals and objectives of the Denton Plan will be realized due to; the relatively minor change in the proposed zoning compared to the existing zoning; the relatively limited area of change; and the surrounding undeveloped land that provides opportunity for the area to evolve and adjust over time in response to market forces. Furthermore, The Denton Plan encourages a mix of housing and the area of the proposed project is surrounded primarily by NR-3, NR-4, NR-6 and NRMU-12 zoning districts. b. The Future Land Use Element of The Denton Plan: The proposed zone change matches the Future Land Use Element of The Denton Plan. Exhibit 6 Letter from Applicant c. The Balance of Land Uses in the City: The balance of Land Uses in the City will not be altered as a result of the proposed zone change. The number of single-family residential units that can potentially be developed will increase slightly, but it reduces the potential for increased density with Multi-Family. d. Adequate Public Facilitv Elements of The Denton Plan and How the Change Will Effect the Provision of Services Anticipated in The Denton Plan: Because of the relatively limited area of change, and proposed density being below 6/units acre, there will be negligible impact on the services provided by the City, DME, the D.I.S.D., and other services anticipated in The Denton Plan. Further Evaluation of the Proposed Zoninq Chanqe Under the Followinq Factors: a. The existing land use pattern surrounding the property and the possible impact on existing or future development or uses are in accordance with existing regulations: The surrounding mix of future uses are compatible or the same as the uses proposed on the tract. Furthermore, the change of zoning does not materially alter, compound, diminish, or exacerbate any perceived adjacency issues that might already be present with the existing zoning. b. The possible creation of an isolated district unrelated to adjacent and nearby districts: This will not occur as the property is bounded by other properties with future uses and districts similar to that proposed for the property. c. The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity: Nothing about the development proposed will impact in the environment in a negative way. d. Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map: The proposed zone change and project matches the Future Land Use Map, as well as existing zoning. The requested zone change is compatible with surrounding and adjacent uses. Exhibit 8 Site Photos Exhibit 8 Site Photos Exhibit 9 Legal Description BEING a tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, in the City of Denton, Denton County, Texas, and being a portion of a called 13.194 acre tract of land, conveyed to Teasley Venture One, LLC, as evidenced in a Special Warranty Deed, recorded in Instrument No. 2013-91579 of the Official Records of Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an aluminum TxDOT right of way monument found for the southeast corner of said 13.194 acre tract of land, same being the southwest corner of a called Parcel 20 (0.8760 acre), conveyed to the State of Texas, as evidenced in a Special Warranty Deed recorded in Instrument No. 201 1-401 38 of the Official Records of Denton County, Texas, same also being on the current west right of way line of F. M. Highway No. 2181 (Teasley Lane), a variable width right of way; THENCE South 89°44'47" West, departing the west right of way line of said F. M. Highway No. 2181 (Teasley Lane) and along the south line of said 13.194 acre tract, a distance of 561.90 feet to a corner; THENCE North 00°15'13" West, departing said south line and crossing said 13.194 acre tract, a distance of 254.20 feet to a corner; THENCE South 89°36'21" East, crossing said 13.194 acre tract, a distance of 469.56 feet to a corner on the curving easterly line of said 13.194 acre tract, the westerly line of aforesaid Parcel 20 (0.8760 acre) tract and the westerly right of way line of aforesaid F. M. Highway No. 2181 (Teasley Lane), said curve being a non-tangent curve to the right; THENCE in a southerly direction, along the easterly line of said 13.194 acre tract and the westerly right of way line of said F. M. Highway No. 2181 (Teasley Lane), the following: Along the arc of said curve to the right, through a central angle of 00°07'12", having a radius of 4,518.66 feet, a chord bearing of South 20°50'25" East, a chord distance of 9.46 feet and an arc length of 9.46 feet to an aluminum TxDOT right of way monument found for the end of said curve; South 20°46'49" East, a distance of 248.31 feet to a corner; South 15°00'26" East, a distance of 7.74 feet to the POINT OF BEGINNING and containing 2.98 acres of land, more or less. Bearings are based on grid north of the Texas Coordinate System of 1983 using the City of Denton control monumentation. All dimensions shown are ground distances. To obtain a grid distance, multiply the ground distance by the Project Combined Factor (PCF) of 0.999848811 This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,,,, www.cityofdenton.com � � �"�� '�� File #: Z13-0011, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr Date: June 3, 2014 SUBJECT Hold a public hearing and consider adoption of an ordinance regarding a rezoning from a Neighborhood Residential 4(NR-4) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district, with an overlay restriction, on approximately 4.9 acres. The property is located at the northeastern corner of McKinney Street and Mockingbird Lane; and providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date. (Z13-0011) The Planning and Zoning Commission recommends approval (6-0) with overlay restriction. BACKGROUND The applicant, Michael Thomas on behalf of City of Denton, proposes to rezone the subject property from Neighborhood Residential 4(NR-4) to Neighborhood Residential Mixed Use (NRMU) district with the intent to construct a Fire Service Station. Per Section 35.232 and 35.52.3 of the Denton Development Code (DDC), Fire Service Station use is classified as Community Service and not allowed in the NR-4 zoning district. The intent of the request is to rezone the property to a district, NRMU, which permits development of a Fire Service Station. Fire Service Station (Community Service) is allowed in the NRMU zoning district. Currently, a portion of the property is developed as a Fire Service Station and a single family residential home. The remainder of the site is vacant. The existing Fire Service Station was developed prior to 2002. Information on file shows the property was designated as One-Family dwelling district (SF-7) prior to the City-wide rezoning in 2002. According to the City's Facilities Department, the existing Fire Service Station was constructed in 1972. Per Article 7 of the City of Denton 1969 Zoning Ordinance, Fire Service Station was a permitted use within the SF-7 zoning district. Per Section 35.113 of the DDC, the existing Fire Station can be expanded as a"Special Exception" through approval of City Council. However, the applicant indicated the request to rezone the property is preferable due to lot coverage limitation within the current NR-4 zoning designation. Per Section 35.52.3 of the DDC, the maximum lot coverage allowed in the NRMU zoning district is 80%. The maximum lot coverage allowed in the NR-4 zoning district is 60%. Thirty-eight (38) public notices were sent to property owners within 200 feet of the site (Exhibit 7). Ninety-nine (99) courtesy notices were also sent to residents within five hundred (500) feet of this request. As of this writing, staff has received one (1) response in favor, one (1) response neutral, and one (1) response in opposition to the Notice of Public Hearing from property owners within 200 feet of the site. City of Denton Page 1 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: Z13-0011, Version: 1 Agenda Information Sheet June 3, 2014 Page 2 OPTIONS l. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL with an overlay restriction (6:0): 1. Uses on the property shall be restricted to Community Services (Fire Station) only. The Development Review Committee recommends APPROVAL of this rezoning request. PRIOR ACTION/REVIEW At the May 7, 2014 meeting, the Planning and Zoning Commission recommended approval subject to an overlay restriction. EXHIBITS l. 2. 3. 4. 5. 6. 7. 8. 9. 10 11 Staff Analysis Site Location/Aerial Map Existing Zoning Map Proposed Zoning Map Future Land Use Map Letter from the Applicant Notification Map Notification Responses Site Photos May 7, 2014 Meeting Minutes (Draft) Ordinance Respectfully submitted: Brian Lockley, AICP, CPM City of Denton Page 2 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� File #: Z13-0011, Version: 1 Planning and Development Director Prepared by: Nana Appiah, AICP Planning Supervisor City of Denton Page 3 of 3 Printed on 5/30/2014 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� Exhibit 1 Staff Analysis CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: May 7, 2014 TYPE: Rezoning CC Date: June 3, 2014 PROJECT #: Z13-0011 Project Number: Z13-0011 Request: Rezone approximately 4.9 acres from a Neighborhood Residential 4(NR-4) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. Applicant: Michael Thomas 3973 W. Vickery Boulevard, Suite 103 Fort Worth, TX 76107 Property Owner: Location: Size: Zoning Designation: Future Land Use: Case Planner: DRC Recommendation: City of Denton 869 S. Woodrow Denton, TX 76205 Northeastern corner of McKinney Street and Mockingbird Road 4.9 acres. Neighborhood Residential4 (NR-4) Existing Land Use Nana Appiah, AICP The Development Review Committee recommends APPROVAL of this rezoning request. Summary of Analysis: The site is unplatted and has a zoning district designation of Neighborhood Residential4 (NR-4), which it received in February 2002 during the city-wide rezoning and adoption of the Denton Development Code (DDC). Prior to 2002, the site was zoned One-Family Dwelling District 7 (SF-7). Permitted uses within the SF-7 district were mostly limited to single-family homes; however, Fire Station was an allowed use. The adjacent property to the north, south, east, and west are all zoned NR-4. Surrounding properties to the north, south, and east are all developed as single-family. The property to the west is vacant and owned by Full Assembly Gospel Church. Given that the subject property is adjacent to NR-4 zoning districts which are mostly developed for single-family, rezoning the property to NRMU may have been inconsistent with the surrounding uses. However, sole purpose for the rezoning request is to develop the property for a Fire Service Station. In addition, part of the property is already developed with a Fire Service Station. It is the intention of the City of Denton to demolish all existing structures on the property and construct a new larger Fire Service Station building. Staff is currently reviewing a building permit application to construct a 14,040 square foot Fire Service Station building on the property. Per Section 35.3.4 Zoning Amendments should be evaluated on the following criteria for approval; 1. The proposed rezoning conforms to the Future Land Use element of The Denton Plan. 2. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, other public requirements and public convenience. The property is in the Existing Future Land use category. Per the Denton Plan, a goal of the Existing Future Land Use is to ensure "new development should respond to existing development with compatible land uses patterns and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed". The rezoning of the property to allow development of a Fire Service Station is consistent with the goals of the Existing Land Use category. In addition, there is an existing Fire Station servicing the surrounding residential developments and other uses in the neighborhood. The proposed development of a larger Fire Service Station will accommodate both present and future needs of the surrounding community. Water, sewer, and transportation demands have been evaluated by the Development Review Committee (DRC) and deem adequate to facilitate development of the site. Findings of Fact 1. The applicant is requesting to rezone approximately 4.9. acres from a Neighborhood Residential 4(NR-4) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. 2. The subject site is located within the Existing Land Use future land use category which includes existing residential uses and new infill compatibility. New development should respond to existing development with compatible land uses patterns and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed. 3. The NR-4 and NRMUzoning districts are within the Neighborhood Residential group of zoning districts whose intent is to preserve and protect existing neighborhoods to ensure that any new development is compatible with the existing land uses, patterns and design standards. There are seven zoning districts within the Neighborhood Residential land use category. These include Neighborhood Residential 1(NR-1), Neighborhood Residential 2(NR-2), Neighborhood Residential 3(NR-3), Neighborhood Residential 4 (NR-4), Neighborhood Residential 6(NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12) and Neighborhood Residential Mixed Use (NRMU). 4. Per the Denton Plan, the intent of the Neighborhood Mixed-Use Activity Center is to provide facilities vital to the day-to-day activities of a neighborhood. A neighborhood center might contain a convenience store, small restaurant, personal service shops, church or synagogue, day care, individual office space, and a small park. Developing the subject property solely for a Fire Service Station use is consistent with the goals of the Neighborhood Mixed-Use Centers. The Intent of this rezoning is to develop the site for a Fire Service Station which will provide Fire protection to surrounding properties. S. Adjacent zoning district to the north, south, east and west is Neighborhood Residential 4 (NR-4). 6. There are no planned C.I.P. public improvements for potable water, or sanitary sewer, facilities serving the subject site in relation to this request. 7. There are two main roadways directly surrounding this property. These roads are McKinney Street to the south and Mockingbird Lane to the west. 8. McKinney Street (FM 426) is classified as a Primary Arterial and is a TXDOT owned and maintained roadway. 9. Mockingbird Lane is classified as a Main Street collector street and is considered unimproved perimeter street per the City of Denton Development Code. 10. Water is available from the existing 8" main along McKinney Street. 11. Sewer is available from the existing 8" gravity main along Mockingbird Road. P�Z I2�ccarnrn�ncl�tican T'11� I'lani�in� and Zc�i�in� �c��issic�il r�cc��nd�d APPI2 i�AI.� c�f �1us r�zc�i�in� r�ques� (6- 0� wi�11 c�v�rlay r�s�ric�ic�ils a� i�s ��in� c�i1 fi�ay 7, 2014. I)�v�lcat�rn�nt I2�vi�w �;carnrnitt�� as�d upc�il �11� infc�r�na�ic�i1 prc�vid�d by �11� applican� and a r�c�n� si�� visi�, �11� T)�v�lc�p��n� I��vi�w �c��i�� finds �11a� �11� r�ques� IS C,��NSIS�'EN�' wii11 �11� surrc�undin� land us�s and ��n�ral cllarac��r c�f �11� ar�a, IS C,� NSIS�'EN�' wi�11 �11� T)�n�c�i1 I'lan, and IS C,� NSIS�'EN�' wi�11 �11� T)�n�c�i1 T)�v�lc�p��n� �c�d�. F3as�d upc�il �11� findin�s-c�f fac�, �11� T)�v�lc�p��n� I��vi�w �c��i�� (T)I�� r�cc��nds APPI2�i�AI� c�f �1us r�zc�i�in� r�ques� wii11 c�v�rlay r�s�ric�ic�ils s�a��d abc�v�. GENERAL NOTES NOTE: Approval of this request shall not constitute a waiver or variance fi^onz any applicable developnzent requirenzent unless specifzcally noted in the conditions of approval and consistent with the Denton Developn2ent Code. NOTE: All written conznzents nzade in the application and subsequent subnzissions of infornzation nzade during the application review process, which are on file with the City of Denton, shall be considered to be binding upon the applicant, provided such conznzents are not at variance with the Denton Plan, Denton Developnzent Code or other developnzent regulations in effect at the tinze of developnzent. Surrounding Zoning Designations and Current Land Use Activity: Northwest: North: Northeast: Neighborhood Residential (NR-4): Neighborhood Residential (NR-4): Neighborhood Residential (NR-4): Full Gospel Assembly Church Single-family residential Single-family residential develo ment develo ment West: ' i East: Neighborhood Residential (NR-4): � . � Neighborhood Residential (NR-4): Undeveloped _ � _ Single-family residential development Southwest: South: Southeast: Neighborhood Residential (NR-4): Neighborhood Residential (NR-4): Neighborhood Residential (NR-4): Single-family residential Single-family residential Single-family residential develo ment develo ment develo ment Source: Cit�� of �Denton Cieographical Infovmation Sj�stem and site visit by Cit�� staff Comprehensive Plan: A. Consistencv with Goals, Objectives and Strate_�ies: The subject site is located in the "Existing Land Use" future land use designation. These areas are typically established residential areas. New development should respond to existing development with compatible land uses, patterns and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed. The intent of this rezoning request is to develop the property as a Fire Station. Currently, part of the property is developed for such use. It is a goal of the City to demolish the existing Fire Station building and construct a new large building. Staff is currently reviewing a building permit application for a 14,040 square foot Fire Station building on the site. The intent and purpose for the rezoning request is consistent with the future land use designation and therefore consistent with the Denton Plan. : C Land Use Analysis There is currently 4,870.80 acres designated NR-4 in the City. Of these 4,870.80 acres designated NR-4; 4547.77 acres are shown to be developed (93%), according to the City of Denton GIS. There is 1,093.66 acres of land designated as NRMU in the City. Eight- hundred and twenty three (823.03) of these acres have been developed. Although rezoning the subject property will increase the total percentage of property designated as NRMU, the sole purpose of the request is to allow the property to be developed for a Fire Service Station which is consistent with the intent of the Neighborhood Residential Mixed Use future land use. Current Zoning District Allocation Sub'ect Pro ert Future land Use/Zonin allocation 4.9 f acres Current Allocation in the City Developed Allocation in Change Based Upon the Ci Re uest Neighborhood 4870.80 4547.77 4865.9 Residential4 (NR-4) Neighborhood Residential MiYed 1093 823.03 1097.9 Use (NRMU) J'ource: Cit�� ofUenton Nearest Elementary, Middle, and High School Therefore, the development will not produce any elementary, middle or high school students, and will not impact the associated Independent School District. Nearest Fire, and EMS Station Name of Station Fire/EMS � Fire Station #2, 3309 Mc Source: City of Denton GIS, Fire Departnzent, and EMS Approximate Distance From Sub'ect Pro er Street 0 miles f This proposed development has been reviewed for compliance with the 2006 International Fire Code and City Ordinance 2009-098, Section 29-2 Amendments to the Fire Code. The applicant is responsible for compliance with all applicable portions of the Fire Code and City Ordinances even in the absence of review comments. Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: Sub'ect Pro ert Estimated Im act Anal sis 4.9 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Densit 147 Yes Potable Water 172 ( eak) Yes Sub'ect Pro ert Estimated Im act Anal sis 4.9 f acres Proposed Demand Adequate to Serve (Yes or No Consumption (Avera e) (GPD) Wastewater Generation 128 (peak) Yes (Avera e) (GPD) B. Available Capacity: Water is available from the existing 8" main along McKinney Street. Sewer is available from the existing 8" gravity main along Mockingbird Road. C. Planned Capital Improvements Projects (CIP): Currently there are no CIP planned for this area. Roadways/Transportation Network: A. Estimated Demand: Sub'ect Pro ert Estimated Im act Anal sis 4.9 acres Proposed Demand Adequate to Serve (Yes or No Permitted Densit 147 units Yes Average Annual 1470 Yes Dail Tri s (AADT) PM Peak Hour Tri s 147 Yes B. Available Capacity: McKinney Street and Mockingbird Lane can accommodate this development. C. Roadway Conditions: McKinney Street is an asphalt street. It is classified as an unimproved perimeter street per the City of Denton Development Code. McKinney Street is proposed to be widened by TXDOT to a 4-lane divided roadway in Apri12016. Mockingbird is an asphalt street. It is classified as an unimproved perimeter street per the City of Denton Development Code. D. CIP Planned Improvements: There are no planned CIP improvement projects within vicinity of this development. Environmental Conditions: A. Environmentally Sensitive Areas: According to the City's Geographical Information System, the subject site is not within any Environmentally Sensitive Areas (ESAs). Wells (Public/Private): Public or private potable water wells are not proposed for the site. Any development for the subject site will be required to connect to City water. Airports: The subject site is not within the boundaries of the Denton Municipal Airport Overlay District. Electric: No comment. Park Facilities: No comment. Comments from other Departments: N/A. Exhibit 10 May 7, 2014 Planning and Zoning Commission Meeting Minutes (Draft) 1 Bentley stated there are a lot of other uses that could go into this development as well; why not 2 add those uses as well. Baldwin stated that is why they want to limit the number allowed. 4 Conner stated that the businesses that would be occupying within this development would be 5 ones that can afford this development and the restrictions that come along with it. Baldwin 6 confirmed. 8 Bentley stated be would like to motion to continue this item to a date that would allow a Work 9 Session to be held. Bentley stated he would like to revisit the Rayzor Ranch area and what the 10 taxpayers were promised. Bentley requested better maps that provide more detail, and he has 11 concerns about the proposed outdoor display. Bentley requested breaking up the two components 12 of the rezoning request. Leal stated it is possible; however, the notice was listed for both of these 13 components, it would have to be re-noticed in order to allow them to be split up. Bentley stated 14 he would leave them together as one item. Leal confirmed. 15 16 Bentley stated if the developer and staff agree to come back during the May 21, 2014, meeting 17 that would be the date to continue this item ta Menguita stated staff can prepare for that 18 meeting. Reece stated he would also like to receive more information; however, he does not like 19 to keep pushing these items back to more meetings. Nusser asked if staff can provide the 20 requested information, would the Commission feel comfortable acting on this item as one 21 request, like currently proposed. Commissioners agreed. Nusser confirmed with the Commission 22 that a site plan with current tenants, pictures, and a more up-to-date would be helpful at the Work 23 Session. 24 25 Commissioner Brian Bentley motioned, Commissioner Amber Briggle seconded to postpone this 26 item to a date certain of May 21, 2014. Motion approved (5-1). 27 B. Hc�ld a�ublic hearin� and cc�nsider inal�in� a recc�ininenda�ic�n �c� Ci�v Cc�uncil re�ardin� a rezc�nin� frc�in a Nei�hbc�nc��c�d F�esiden�ial 4(NF��4, zc�nin� dis�ric� �c� a Nei�hbc�nc��c�d F�esiden�ial A✓Iixed LTse fNF�A✓ILT� zc�nin� dis�ric� c�n a��rc�xiina�elp 4.9 acres. T'he �rc��er�v is lc�ca�ed a� �he nc�rtheas�ern cc�rner c�f A✓IcI�inney S�ree� and A✓Ic�cl�in�bird Lane. �Z13�O011z I7en�c�n F'ire S�a�ic�n 2, Nana ��J J.� iah� 28 29 Menguita introduced Appiah. Appiah stated this request is to rezone the current property from 3o Neighborhood Residential 4(NR-4) to a Neighborhood Residential Mixed Use (NRMU) zoning 31 district. Currently the property is partially developed for the Denton Fire Station 2. The intent is 32 of the request to rezone the property is to continue to use it for a Fire Station. The City will be 33 tearing down the current fire station and construct a new one. Staff is currently reviewing a site 34 plan for a proposed new Fire Station building at the subject location. However, the site plan 35 cannot be approved until the rezoning has been completed. Staff sent out 38 Public Hearing 36 notices to property owners within 200 feet of the subject site, and 99 courtesy notices to property 37 owners within 500 feet of the subject site. At this time staff has received one returned response in 38 opposition, one returned response in favor, and one response neutral to this request. The 39 Development Review Committee recommends approval of this request. 40 � 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 Briggle questioned if the property owner is the City of Denton, Appiah stated correct. Briggle questioned if the fire station would be demolished and rebuilt; Appiah stated that is correct, the subject site would be used for the fire station and nothing else. Schaake questioned if the intent is to keep the existing trees, Appiah stated correct. Appiah stated the site will be a fire station, they are planning to construct a larger fire station; however, it will take up more space than it currently does. Briggle questioned the reason for the rezoning request if it is already an existing fire station. Appiah stated the current zoning district doesn't allow for a fire station since it is listed as a community service. The existing fire station was constructed in approximately 1970. The current use as a Fire Station is a special exception and requires the rezoning or expanding of a special exception procedure which is similar to procedure for rezoning the property, in order to expand the current use of the property. Schaake opened the Public Hearing. Alan Mansfield, 3228 Bob O Link Lane, Denton, Texas Mansfield stated he lives approximately a block north of the subject site. He has been a member of Brave Combo and a Denton resident for years. Mansfield stated he would like to receive more information on this request. There are a lot of trees on the subject site that attract a lot of different birds. Mansfield stated he doesn't know if there is a guarantee to place just a fire station on the subject site. The trees bring a lot to the area. Maria Lungu-Post, 3209 Hummingbird Lane, Denton, Texas Lungu-Post stated part of her questions have already been addressed during the staff and applicant presentations. She stated there isn't a very clear idea as to how the layout of the fire station will be placed. There should be a sidewalk installed with the development. Lungu-Post stated she doesn't want to see the trees removed. Lungu-Post shared her concerns that later in the future someone else could come in and develop something besides the fire station use. She request there be a condition placed to limit that from occurring. Victor Olugbuyi, 102 Bluebird Circle, Denton, Texas Olugbuyi stated his concerns were with the NRMU zoning district. He didn't want to see another commercial site developed in the area. After hearing the discussion and the determination to only develop a fire station he is in favor of the request. Sheryl Mansfield, 3228 Bob O Link Lane, Denton, Texas Mansfield stated her concerns were regarding the points of access on the site. Mansfield requested a elevations drawings showing how the proposed fire station would look There was no one else to speak on this item. Schaake closed the Public Hearing. 41 Appiah stated the use could be restricted to only allow the fire station, which would be a 42 community service use. Appiah added that is up to this Commission to place that restriction on 43 this request. Appiah stated the proposed fire station size is 14, 040 square feet. Schaake 44 requested tree preservation. Appiah stated they will be coming back before this Commission with 45 an Alternative Tree Plan (ATP) after the rezoning is approved. The ATP would be based on the 46 NRMU zoning requirements. 7 1 David Robinson, Kirkpatrick Architecture, 100 West Mulberry, Denton, Texas 2 Robinson stated he is working with the redevelopment of the fire station. The staff inembers of 3 this fire station reside in the area and also would like to see the trees preserved. The preservation 4 of the trees drove the site design. The access point along Mockingbird is the same point of 5 access. Robinson stated due to the size of the proposed fire station, all of the trees cannot be 6 preserved. He stated they went through great length to preserve as much as possible. Menguita 7 requested the elevations of the structure. Robinson provided the proposed site plan currently 8 under review by the DRC to the Commissioners. 9 10 Briggle questioned if the same tree preservation plan is applied to City projects. Appiah stated 11 the City is required to follow the same plan. 12 13 Commissioner Frank Conner motioned, Commissioner Amber Briggle seconded to approve this 14 request with the condition that the use can only be community service. Motion approved (6-0). 15 C. Hc�ld a t�ublic hearin� and cc�nsider a F'inal F� e�la� c�f Lc��s 1 F� , 2F� , 3F� and 4F� ,�lc�cl� � c�f I7en�c�n �ible Church �ddi�ic�n, bein� a residen�ial re�la� c�f Lc�� 1F�, �lc�cl� � c�f I7en�c�n �ible Church and bein� 13.�45 acres in �he iWA✓I. Llc�yd Survev abs�rac� Nc�.773 and �he J.I7 Lill,�y abs�rac� Nc�. 762 c�f Ci�v c�f I7en�c�n, I7en�c�n T'exas. T'he rec�ues� alsc� includes a F'inal F�et�la� c�f Lc�� 1F� and 2F�, �lc�cl� � c�f I7en�c�n �ible Church �ddi�ic�n, being � residen�ial re�la� c�f Lc�� 2F�, �lc�cl� � c�f I7en�c�n �ible Church, and bein� 43.720 acres in �he iWA✓I. Llc�yd Survey �bs�rac� Nc�.773. T'he 57.565 acre si�e is lc�ca�ed nc�rth c�f A✓Iin�c� F�c�ad, sc�u�h c�f LJniversi�v I7rive ([J.S. 3�0�, and eas� and wes� c�f Nc��in�hain I7rive. T'he �rc��er�� is lc�ca�ed wi�hin �he Nei�hbc�nc��c�d F�esiden�ial A✓Iixed LTse (NF�A✓ILT� and Cc�ininuni�v �✓Iixed LTse Creneral �CA✓I�Cr� zc�nin� dis�ric�s. (F'F�13�002�, I7en�c�n �ible Church, Nana ��iah� 16 17 Menguita introduced Appiah. Appiah stated this request is to replat multiple lots into one plat. 18 This replatting request is Denton Bible Church acquired a few parcels, now their desire is to 19 bring them all into one plat. Appiah stated last year there was request to rezone a section of the 2o property and to change the future land use designation on the property as well. They wanted to 21 bring the whole property into one zoning to facilitate all the current and future development on 22 the site. Staff sent out 58 Public Hearing notices to properties within 200 feet of the subject site, 23 and 145 courtesy notices to property owners within 500 feet of the subject site. At this time staff 24 has received three (3) in favor, and two (2) neutral to this request. The Development Review 25 Committee recommends approval of this request. 26 27 Strange stated on Lot 2R of the plat, there is a dotted line with a"W", Appiah deferred to Lee 28 Allison to address that question. 29 30 Lee Allison, Allison Engineering Group, 4401 I- 35, Ste 102, Denton, Texas 31 Allison stated he is unaware. There was a house on the property, that "W" could have indicated 32 language for the house. He stated he can check with the surveyor and have it removed before the 33 filing of the plat. Strange acknowledged. 34 E3 Exhibit 11 s:Alegal\oar documents\ordinances\14�z13-001 l.docx �TC�111a11Ce ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A REZONING FROM A NEIGHBORHOOD RESIDENTIAL 4(NR-4) ZONING DISTRICT TO A NEIGHBORI-IOOD RESIDENTIAL MIXED USE (NRMU) ZONING DISTRICT, WITH AN OVERLAY RESTRICTION, ON APPROXIMATELY 4.9 ACRES. THE PROPERTY IS LOCATED AT THE NORTHEASTERN CORNER OF MCKINNEY STREET AND MOCKINGBIRD LANE; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVB DATE. (Z13-0011) WHEREAS, MJ Thomas, LLC, on behalf of the City of Denton, has applied for a change in zoning for approximately 4.9 acres of land described in Exhibit "A", attached hereto and incorporated herein by reference (hereinafter, the "Property"), from a Neighborhood Residential 4(NR-4) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation, with an overlay restrictions; and WHEREAS, on May 7, 2014, the Planning and Zoning Commission concluded a public hearing as required by law, and recommended approval of the change in zoning, with a restrictive overlay limiting a use; and WHEREAS, on June 6, 2014, the City Council concluded a public hearing as required by law and finds that the change is consistent with the Denton Plan and the Development Code; 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. The zoning district classification and use designation for the Property is hereby changed fi•om a Neighborhood Residential 4(NR-4) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation, as further restricted by the following overlay restriction: Uses on the property shall be restricted to Community Services (Fire Station) only. Notwithstanding the attached real pi�operty description, the Property being amended includes all property to the centerline of all adjacent street rights-of-way. SECTION 3. The City's official land use map is amended to show the change in land use designation. 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 provision of this ordinance are severable. SECTION 5. 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 6. 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 , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � �, I � ,,.r'�,% BY: /L�� rL�-z�'`� �-�� EXHIBIT A LEGAL DESCRIPTION (The Property) LAND DESCRIPTION BEING ALL THOSE CERTAIN LOTS, TRACTS OR PARCE�S OF LAND SITUATED IN THE M. YOACHUM SURVEY, ABSTRACT NO. 1442, CITY OF DENTON; DENTON COUNTY, TEXAS, AS CONVEYED TO THE CITY OF DENTON IN VO�UME 335, PAGE 474; VOLUME 842, PAGE 992; COUNTY CLERK'S FILE NUMBER 2013-121885 ALL IN THE DEED RECORDS, DENTON COUNTY, TEXAS (D.R,D.Co.,Tx.), AND BEING MORE PARTICULARLY DESCRIBED, BY METES AND BOUNDS, AS FO�LOWS: BEGINNING AT AN ALUMINUM TEXAS DEPARTMENT OF TRANSPORTATION MONUMENT FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT OF LAND, SAID CORNER BEING AT THE NORTHEAST INTERSECTION OF THE EAST RIGHT OF WAY (R-O-V� LINE OF MOCKINGBIRD LANE, A 50 FEET WIDE R-O-W AS DEDICATED TO THE CITY OF DENTON IN VOLUME 574, PAGE 102, D.R.,D.Co.,Tx., AND THE NORTH R-O-W LINE OF FARM TO MARKET HIGHWAY 426 (FM 426), COMMONLY KNOW AS McKINNEY STREET, A 100 FEEi� WIDE R-O-W; THENCE NORTH 00 DEGREES 59 MINUTES 39 SECONDS EAST WITH SAID EAST R-O-W LINE A DISTANCE OF 534.76 FEET TO A POINT FOR CORNER FROM WHICH A 1/2 INCH IRON PIPE BEARS SOUTH 71 DEGREES WEST A DISTANCE OF 3.5 FEET; THENCE SOUTH 88 DEGREES 35 MINUTES 07 SECONDS EAST WITH THE NORTH LINE OF THE HEREIN DESCRIBED TRACT OF LAND, AT 2.41 FEET PASS A 1!2 INCH IRON ROD FOUND, CONTINUING AT 5.00 FEET PASS THE SOUTHWEST CORNER OF LOT 19, BLOCK 11, SINGING OAKS, FIRST SECTION ADDITION, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, AS RECORDED IN CABINET J, PAGE 24, PLAT RECORDS, DENTON COUNTY, TEXAS (P.R.,D.Co.,Tx.), CONTINUING WITH THE SOUTH LINE OF SAID BLOCK 11 FOR A TOTAL DISTANCE OF 391.95 FEET TO A 1/2 INCH IRON PIN FOUND FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT OF LAND, THE COMMON SOUTHERLY CORNER OF �OTS 14 AND 15 OF SAID BLOCK 11, AND THE NORTHWEST CORNER OF �OT 27, BLOCK 11, SINGING OAKS, SEC�ND SECTION ADDITION, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, AS RECORDED IN CABINET A, PAGE 117, P.R.,D.Co.,Tx.; THENCE SOUTH 0'i DEGREES 46 MINUTES 15 SECONDS WEST WITH THE EAST LINE OF THE HEREIN DESCRIBED TRACT OF LAND, THE WEST LINE OF SAID SECOND SECTION BLOCK 11, A DISTANCE OF 559.42 FEET TO A 5/8 INCH IRON PIN SEi' WITH A RED P�ASTIC CAP STAMPED, SEMPCO SURVEYING, INC. FOR CORNER, SAID CORNER ALSO BEING IN SAID NORTH R-O-W LINE OF FM 426; THENCE NORTH 84 DEGREES 54 MINUTES 57 SECONDS WEST WITH SAID NORTH R-O-W LINE A DISTANCE OF 385.34 FEET TO THE POINT OF BEGINNING, HAVING AN AREA OF 4.876 ACRES, MORE OR LESS. Exhibit 2 Site Location/Aerial Map Exhibit 3 Existing Zoning Map Exhibit 4 Proposed Zoning Map Exhibit 5 Future Land Use Map Exhibit 6 Letter from the Applicant , '; � ,;i ; ,i i ;! % ��%'° ;i �n�ro ra� �,�:�-az�a �Ilauu;n��bc�e i�o 2�ti3 ARiCe F'xa�uirucc� City a6 a�rita�i, �iay hNanl Vv"e�t 2�1 �'�a�kYv kl�ri "u"ieca.�h C1��r�trarr, Teaa�s 7�a"�"a E Re;fre�i�r+e:�' �:ity uf C�r�rpf+�r� �rPZa �f�aicroci ��, �Cbiuwn�,c� 4;1u�i^�g� Ftpp�fc��iat7 �13-d9Ci°01 1'rtx�e�.c':¢ M�ra��aCii+�e�. fJ�e�,r IP�s F'paavaat��- flh� �uNallet� �rr�a��rkv� qs eur�crvaly �tur;�e� �� f'tlre s�m2iain ac�rc fliue Cuay �fi CAe�i�ann� iN7� �it�y has pum�hr�ased s�v�r�4 tr�a�t� ��dj��ce��d tr� �1v� ��ul�J��ac�t 4a��a,ct lm �ard�r t�r �a�udNd a ra�aw� fime s�t�fl�iar� rrvahGl�� I�sucpunc� KFme s�xl��tlNr�c� arre�'tlrr aa�r�k6t�rr aireEul €Ihur� a��uw c�nistrua4ucrn k��s �ar��al4e�d �Iror [^xistar�g 4a��a�tls �o�r� �r.wuc� �ns �lf�-4 NJ�u�hka�p�ttrr�c�d ��SatN�;A7Pi�l Tlf'uc uisc� �rT� � f'urr s,t,�tbrnru i.�� s�urreintV�r u�t ��IIC�v��'�r�'Ptlry�s �pn'i4p1�,'�� r�a pw�r�n�nai� fer r�rnn� Ctl'u�v ��u�s{��1' ,�rupe�0.y� ta �f&�[�ilJ ta all�wt �dr' � 4'iq� sY��+�� W�. 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"�'��Ilt�e��' �a�uulsta�re'6, S�u�{qp, �n�� ....,. _... �: {��f��F�i'-��B��iSy3... ��n�rE' tir'Wt7x�¢Ilv, ll ex�� 7� 1 id�° #. Q�� ',p'� 3'�� 9&.�� "d'er�li�9��fti�m�uyi N�"�P��;13 /� %s i� %(//� f j/; r � �i ij/„",,, / c !G , ,/ i, !// ! l G �. ,% �hoi�� µ�e�j�cB, I� �tivwxr�� to ��tNw��+,� � Lfc�� sd�ti�w�. �'Jiflh� �d��is, ��t�'CUUS„ p�irt a�N�V�m� �^a�,u�rei�ua�rtt� �w13@ he to rcd�u�� n�ai�c, s�n�rtrrl �iwai�. 'Pe�nn�a, racla�� hi�V�Rim�g s�n�c� �iu�ovu�3� �w�g�de I��a�eds�c�g�Gn� �wrc�d s��:e�muru� te� l�uf(�.r aci�cvc;eruP re€rir��au��s_ 11'I��s a91e,w�la�n�entl w�uql �d�i��s ihe r�iu�siisR�rucy witG� IA� swrcqa�&remr�sm�,s �a9 Ch€� N��p7tc�in tl')�w��l�c��n^��m� ��,�� I�f�� arc�t1 ycr�l��, �crh�i�:x� arwr� crk��r,kiw��s a�4hr�� [�e�nt�arr G'N��n, ainr,�rely, INqI I`IivaiY�pi Fui�iiiVe�Nrtiilg, Lq�{:. �� r`��'� �� ,... a?tlaae A Tdra�rdua� , ' PwihT3macsc �1J4�A�d�kn{Y II;�; d tv:,�V[2YnEXnY;: e°�c: K�r4,�tilnry;Iu„�ii hnYi-�e [isC.31 �Icni.Vi�i OJ1#rrik! Fircaliiwi�;uin ��FNA�"194f.'w�9r;0eerr��uuAlear�ra'q,�uiut�'Potl�' V'� Gi�'G7J�J`�2va��1:�9�. G^'�,�t'�u'rt�p'0tiv, V"��s�apes 76�UVD'�' F. d�'M 1�7';S':C',4F6R+�� 9�m��pir;C:maitituuu �&�^'—:7��-0,�?ti. Exhibit 7 Notification Map May 05 14 07:59a Roy Wimmer Exhibit 8 940 323-0789 p,1 Notification Resbonses NoTrcE oF Pugi.rc I��ARrNG Rezoning (Z13-0011) The Planning and Zoning Commission of the Ciry of .Denton wi[1 hold a public hearin� on Wednesday, May 7, 2014, and consider mal<ing a recommendation to City Council regardino a rezoning from a Neighborhood Residential 4(NR-�) zoning district to a Neighborhood Residendal Mixed Use {NRMU) zoning district on approximately 4.9 acres. The property is �ocated at the northeastern corner of McKinney Street and Mockingbird Lane. The public hearing will start at 6:30 p.m. in the City Counci] Chambers of City Hal.l located at 215 E. McKinney Street, Dcnton, Texas. Beccruse you own property x�ithin t�vo hundred (?DU) fee! of the subject proper�v, the P�lannino and Zoning Commission tivnuld like 1n hear !zo►v yau �fecl abocri this r•eqzeesl and invites you to attend the public hecrring. Please, in order for your opinion to be taken into account, return this fortn with your comments prior to the date of the public hearing. (Tjais in r�o way prohihits you from attending and participatiitg in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below vr drop it of�'in-person: Plannin� and Development Uepartment 22l N. Elm ST Denton, Texas ?6201 Attn: Nana Appiah, Praject Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. ��.� � [a� favor of reques�„� Reasons for Opposition: 5ignaturew Please circle one: (Neutra] to request) (Opposed to request) l Priuted Name: � �` �� , � =�� ......:..�_ ,�.�..�.�� _,,,. . , . Mailing Address: 1�/��7�� ' � S j�� C//� . �� Gity, State Zip: ��"�� `i� ?� � �° � �� . �..e. _ � Telephane Nurnber: _'� � C`-` -,�� ",�' _ � . a. ., ��a�� "� � L �� , � � � � ,�. y�"", e Physical Address of Property w�ithin 200 feet: ��,.�. L� �'lC. �C (1L%1tf(; y C/TY OF DENTON, TEXRS CITY HALL WEST • DEN70N, TEXAS 76201 • 940.349.8541 •(F) 940.349.77U7 05/02/2014 15:54 9408913515 HAYES BUILDING SERVS PAGE 01 NorrcE a� PueL�c �IEAR�NG R�eroning (Z13-0U1I) The Planning and Zon��ng Comm.ission of the City of Denton will bold. a public bearing on Wednesday, May 7, 2014, and considcr m.a�Ci�ag a recommendation tci City Cou�n,cil. regardin� a�e�aning fro�n a Neigh.bo.rhood Residential4 (�Tit-4) zoning d.istrict tv a Neighborhood Residential.Mixed Usc (NRMU) zoning district on appraxxmately 4.9 ac:res. The property is located at the n.ortheastern corner of MeKinney 5bcect and Moelcingbird Lane. 'T.he public hea.ring will sta,rt at 6:30 �►.m. in thc Ci.ty Councii Cl�ambc�s vf City Ha1.l located at 215 E- McKia�uney Street, Denton;, Texas. Because you own property within hvo h.undred (l00) feet of rhe suhject prope►?v, �he Plarznir�g artd 7oni.ng Corr�mi�csion w�uld like to lzear how you ,j'ee! ahr�ut. this reguest and invites you to a�tend the publ.�c l�earing. Flease, in orde.r, for youx opixr.ion to be takez�. into accounr, return t%is fo�rnn with yaur eommeA.ts pricrr to the datE of. the public hearing. (Titds in nn way prnhibits you,frvm at�endirzg artd put'licipati.ng in th�.� publec hearing.) You may fax it to xhe n.umbex loeated at the bolCom o.r mail it to the address bcl.ow vr drop it off in-person: Plaa�i��ng and Dev�lop�ent Department 22'1 N. Elm ST Den�to�. Te*as 76Z01 alttn: Nana Appa.a�, Pro;ject Manager These fOrms are used to ca.lculate the pe�centage of landowners that support and oppose the request. Tbe Co�nmission is i�cif.or.med ofthe pe.rcent of responses iu support and in opposition. (In favo.r. o.f .request) REasnnc for Oppoaition: Signaturc: �'lease circle one: . _�.�.�---�� (N��r�l to request) (Opposed to .requcst) �' � . �r��at "' �.m�:�:�w . . . _. � .. . . � . � .�.�w.�,.. 1V.�ailing Address: �.,'�� °`""" � ,,�~� � C.ity, State Zi.A � �.., °��",,,,,;��`�� '°"��. Tel,ephone Number.: `�`�� `'��a ��r � _. � Physical. Address ot Proper.ty within Z00 feet: � CITY OF dENTON, TEXAS CITY HAII WEST • DENTON, TEXAS 7621D1 • 84Q.349.8541 •(F) 940.349.7r07 2.00' P�3�Z N�t;cN NOTICE OF PU6LIC HEARING Rezoning (Z13-0011J The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, May 7, 2014, and consider making a recommendation to City Council regarding a rezoning from a Neighborhood Residential 4(NR-4) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district on approximately 4.9 acres. The property is located at the northeastern corner of McKinney Street and Mockingbird Lane. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. (In favor of request) 1��:�� f� . �� .� �°� � r (� +��tt��a�� .�:` ' �. ,,,. � �� , � � , � �wt� � � � � � � �� ::.:�� Signature: ' � ��'� � -� �.., ...� Printed Name: �� Mailing Address: City, State Zip: .,' �'�:,��9��r°�� T��.kr��k,��-; Please circle one: (Neutral to request) �,�.� �o,� % � (Opposed to request) � ��'I ��°� ��V��- _m, � . � � ��mvt��il��,,� � � ��.� . � �� M � � ��' �� ,. ��°� � � � �" � � �" ! �� a r.� .. Physical Address of Property within 200 feet: ��Y� �„�� " �" �"�1 �� ° �" _ �� C/TY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 •(F) 940.349.7707 200' P&Z iVotir,e Exhibit 9 Site Photos Looking north toward subject site Lool�ing west from subject site