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HomeMy WebLinkAboutMay 05, 2015 AgendaCity f Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 tu�ltl www.cityofdenton.com 1 ��NT N Meeting Agenda City Council Tuesday, May 5, 2015 1:00 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, May 5, 2015 at 1:00 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 Auenda 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 May 5, 2015. 3. Work Session Renorts A. ID 15 -156 Receive a report, hold a discussion and give staff direction regarding the request to change the existing park rules Chapter 22 -26 and 22 -29 of the Code of Ordinances of the City of Denton to prohibit vending, solicitation and the offer to sell items in the park and as well as solicitation of future sales unless the vendor is under contract with the City to offer fitness, athletic or recreation programs; or invited to participate in an activity offered by the Department. B. ID 15 -332 Receive a report, hold a discussion and give staff direction regarding City Council priorities for the FY 2015 -16 Proposed Budget and Capital Improvement Plan. C. ID 15 -351 Receive a report, hold a discussion, and give staff direction regarding a proposal of private property tree planting projects from Keep Denton Beautiful (KDB). 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. ID 15 -360 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 real property interests located in the, A. Tomkins Survey, Abstract No. 1246, and the O. S. Brewster Survey, Abstract No. 56, both in Denton County, Texas, generally located in the 1800 block of Bonnie City ofDenton Page I Printed on 5/1/2015 City Council Meeting Agenda May 5, 2015 Brae Street, City of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Bonnie Brae Road Widening and Improvements Project: Parcel 17, Jones Family Trust [ID 15- 361]) B. ID 15 -367 Deliberation regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551 -071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition of real property interests in the J. Haney Survey, Abstract No. 515, Denton, Denton County, Texas, generally located south of FM 1173 and east of Masch Branch Road. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of real property interests referenced above where a public discussion of these legal matters would conflict with the duties of the City's attorneys to the City of Denton and Denton City Council under the Texas Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. (DME -Masch Branch Switch Station) [ID 15 -371] C. ID 15 -377 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the potential exchange and /or sale of certain real property interests regarding a 1.6598 acre tract located in the Robert Beaumont Survey, Abstract Number 31 and a 0.3278 acre tract located in the N.H. Meisenhamer Survey, Abstract Number 810, both in the City of Denton, Denton County, Texas. 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. (North Lakes Park - excess property below south dam area) [ID 15 -378] D. ID 15 -376 Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. City ofDenton Page 2 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 E. F. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to legal and economic development issues related to Orison Holdings and economic development incentives and the acquisition of real property interests in the H. Sisco Survey, Abstract No. 1184, Denton, Denton County, Texas, generally located in the 600 block of E. Hickory. This discussion shall include commercial and financial information the City Council has received from Orison Holdings which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. ID 15 -302 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Receive a presentation from Denton Municipal Electric (DME) staff regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies relating to selecting and acquiring generation resources for the City; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide staff with direction. ID 15 -168 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; and Consultation with Attorneys - Under Texas Government Code Section 551.071. G. ID 15 -363 Receive a further briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information regarding the proposed Collaboration Agreement which pertains to DME's establishment of a high voltage direct current (HVDC) interconnection with another electric transmission service company utilizing the latest in power grid technology that would provide DME the opportunity to acquire additional renewable energy and other electric power products for its energy portfolio. Consultation with the City's attorneys regarding legal issues associated with the proposed Collaboration Agreement and the implementation of the HVDC interconnection 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. Discuss, deliberate, provide staff with direction and consider final action and approval of the Collaboration Agreement. Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; and Consultation with Attorneys - Under Texas City ofDenton Page 3 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 Government Code Section 551.071. Receive a briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding the proposed Professional Services Agreement (the "Agreement ") by and between the City of Denton, Texas and Burns & McDonnell Engineering Company, Inc., Kansas City. Missouri, regarding contractual matters that deal with plans, studies, proposals and analyses for system improvements to the Denton Municipal Electric system, said Agreement being in the not -to- exceed amount of $264,648. Consultation with the City's attorneys regarding legal issues associated with the Agreement 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. Discuss, deliberate, provide staff with direction, approve and take final action on said Agreement. H. ID 15 -364 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 a briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding the proposed three -year Professional Services Agreement (the "Agreement ") by and between the City of Denton, Texas and Teague Nall & Perkins, Inc. regarding contractual matters that deal with plans, studies, proposals and analyses for system improvements to the Denton Municipal Electric system, said Agreement being in the not -to- exceed amount of $450,000. Consultation with the City's attorneys regarding legal issues associated with the Agreement 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. Discuss, deliberate, provide staff with direction, approve and take final action on said Agreement. L ID 15 -375 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 the current Gas Well Ordinance, and proposed Gas Well Ordinance amendment, 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 and vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; current and proposed extension to moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well City ofDenton Page 4 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County 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. I ID 15 -394 Deliberation regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the City Attorney, Municipal Court Judge, and City Manager. K. ID 15 -400 Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding a proposed economic development incentive agreement for Project Ranger One (Denton - Tarrant PRW, LLC). This discussion shall include commercial and financial information the City Council has received from Project Ranger One which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. L. ID 15 -401 Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding a proposed economic development incentive agreement for Madison Partners. This discussion shall include commercial and financial information the City Council has received from Madison Partners which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. City ofDenton Page 5 Printed on 5/1/2015 City Council Meeting Agenda May 5, 2015 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071- 551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS /PRESENTATIONS A. ID 15 -246 National Day of Prayer B. ID 15 -250 Bike Month C. ID 15 -292 Shelter Thy Neighbor Week D. ID 15 -384 Children's Mental Health Awareness Day E. ID 15 -402 Arson Awareness Week 3. 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 — S). 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 — S 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 15 -136 Consider adoption of an ordinance approving an Encroachment Agreement between the City of Denton, Texas, and RLB Investment Partners, LLC, to allow a deck and related appurtenances to be located within existing City easements on and near 321 City ofDenton Page 6 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 W. Hickory St.; and declaring an effective date. B. ID 15 -312 Consider adoption of an ordinance approving the expenditure of funds for the purchase of LON GON Odor Control for the City of Denton Landfill which is available from only one source in accordance with Texas Local Government Code 252.022, such purchases are exempt from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 5786- awarded to Enviro Chemical Research in the three (3) year not -to- exceed amount of $450,000). The Public Utilities Board recommends approval (7 -0). C. ID 15 -352 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 two (2) skid steer loaders for the City of Denton Solid Waste and Wastewater Collections departments; and providing an effective date (File 5813 awarded to Bobcat Company in the amount of $152,722.74). The Public Utilities Board recommends approval (4 -0). D. ID 15 -353 Consider adoption of an ordinance providing for the expenditure of funds for the emergency cleaning of the Lake Ray Roberts Water Treatment Plant Supply Pipeline in accordance with provisions of Section 252.022 of the Local Government Code exempting such purchases from requirements of competitive bidding; and providing an effective date (File 5684- awarded to Archer Western Construction, LLC in the amount of $265,818.12 and File 5711 awarded to Clean -Co Systems, Inc. in the amount of $224,493.10). The Public Utilities Board recommends approval (4 -0). E. ID 15 -354 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Lake Ray Roberts Water Treatment Plant Equipment Storage Building; providing for the expenditure of funds therefor; and providing an effective date (RFP 5783- awarded to Caliber Construction, Inc. in the amount of $138,040). The Public Utilities Board recommends approval (4 -0). F. ID 15 -355 Consider adoption of an ordinance approving the expenditure of funds for the purchase of three (3) year software maintenance for continued vendor support for Harris Public Utility Billing System and associated software modules, implementation of data transfer with Exceleron for utility prepay, and implementation of the core automation suite, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 4735- awarded to Harris Computer Systems, Inc. in the three (3) year not -to- exceed amount of $700,000). G. ID 15 -356 Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with The Cooperative Purchasing Network (TCPN) for the acquisition of maintenance, repair, and operations supplies including hand tools, personal safety equipment, and supplies used by the City's field personnel, for the City of Denton Distribution Center; providing for the expenditure of funds therefore; and providing an effective date (File 5811- awarded to Fastenal Company in the three (3) year not -to- exceed amount of $600,000). H. ID 15 -357 Consider adoption of an ordinance accepting competitive bids and awarding a City ofDenton Page 7 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 public works contract for the construction of the City of Denton Pecan Interceptor III project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5767- awarded to the lowest responsible bidder meeting specification, William J Schultz Inc. dba Circle C Construction Company in the amount of $2,928,637). The Public Utilities Board recommends approval (4 -0). L ID 15 -358 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of medium duty trucks for the City of Denton; and providing an effective date (RFP 5762- awarded to Grapevine DCJ, LLC in the three (3) year not -to- exceed amount of $1,743,826). J. ID 15 -359 Consider adoption of an ordinance of the City of Denton authorizing an agreement by and between the City of Denton, Texas and Robson Denton Development, L.P. for the provision of water services, providing for the expenditure of funds therefor; providing an effective date. The Public Utilities Board recommends approval (7 -0). K. ID 15 -371 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to accept a counteroffer from McKee- Krum Properties, LLC, for the purchase by the City of a 15.037 acre tract located in the J. Haney Survey, Abstract No. 515, Denton, Denton County, Texas, generally located south of FM 1173 and east of Masch Branch Road, for the public use of expansion, construction, operation, maintenance, augmentation, and improvement of electric transmission and distribution lines, facilities, structures, including substations and switch stations, for the price of $250,000.00; authorizing the expenditure of funds; and, providing an effective date. (DME Masch Branch Switch Station) [ID 15 -367] L. ID 15 -373 Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees in conflict with such schedule; and providing for severability and an effective date. The Parks, Recreation and Beautification Board recommends approval (4 -1). M. ID 15 -378 Consider adoption of an ordinance of the City of Denton, Texas approving the sale of an approximate 1.6598 acre of designated City park land situated in the R. Beaumont Survey, Abstract No. 31, to the successful proposer, SSR Group, LP, a Texas limited partnership, for the total consideration of $658,100.00 consisting of both cash and real property; authorizing the City Manager in accordance with Texas Local Government Code 253.001 to execute a deed to SSR Group, LP, together with any other documents necessary to sell and convey said real property; and providing an effective date (RFP 5614 -Sale of Real Property). N. ID 15 -399 Consider adoption of an ordinance authorizing the City Manager to execute an Donation Agreement with the City of Muzquiz, a political subdivision of the Free and Sovereign State of Coahuila, Mexico in compliance with City of Denton Ordinance 2008 -11; authorizing the donation of Police and Fire Equipment to the City of Muzquiz; authorizing the donation of the equipment with an estimated value greater than Five Hundred Dollars ($500); and providing an effective date (File 5824- Donation Agreement with the City of Muzquiz). O. ID 15 -396 Consider adoption of an ordinance approving a salary increase for Anita Burgess, City Attorney, under the performance review provision of her employment agreement with the City; authorizing the expenditure of funds; and providing an City ofDenton Page 8 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 effective date. P. ID 15 -397 Consider adoption of an ordinance approving a salary increase for George C. Campbell, City Manager, under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. Q. ID 15 -403 Consider adoption of an ordinance approving a salary increase for Robin A. Ramsay, Municipal Judge, under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. R. ID 15 -404 Consider adoption of an ordinance extending an employment agreement for the City Manager; amending Sections 3, 5 and 6 of said agreement; authorizing the Mayor to execute said agreement; and authorizing expenditures and actions. S. ID 15 -405 Consider adoption of an ordinance extending an employment agreement for the City Attorney; amending Sections 3, 5 and 6 of said agreement; authorizing the Mayor to execute said agreement; and authorizing expenditures and actions. 4. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 15 -361 Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (1) fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of an approximate 1.28 acre of real property, (ii) a utility slope easement encumbering 0.244 acre of real property, (iii) a temporary construction, grading and access easement, encumbering 1.29 acre of real property; (iv) a slope easement encumbering 0.04 acre of real property, (v) a drainage easement encumbering 0.04 acre of real property, (vi) a sanitary sewer easement encumbering 0.65 acre of real property, (vii) a utility drainage easement encumbering 0.01 acre of real property, and (viii) a temporary access easement encumbering 1.'1'1 acre of real property; for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway located in the City of Denton, Texas, generally located in the 1800 block of N. Bonnie Brae Street, and situated in the A. Tompkins Survey, Abstract No. 1246 and the O. S. Brewster Survey, Abstract No. 56, City of Denton, Denton County, Texas, as more particularly described on "Exhibit "A ", attached thereto and made a part thereof, (collectively the "Property Interests "); authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefore; making findings; providing a savings clause; and providing an effective date. (Bonnie Brae Road Widening and Improvements Project: Parcel 17, Jones Family Trust) 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. SI15 -0011 Consider adoption of an ordinance of the City of Denton, Texas, on first reading, confirming and approving a Boundary Adjustment Agreement, with the City of Corinth, Texas, adjusting a mutual boundary of the cities not exceeding 1,000 feet; providing for severability; and providing an effective date. City ofDenton Page 9 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 B. ID 15 -347 Consider approval of a resolution appointing a member of the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency representing the City of Denton, Texas; and declaring an effective date. 6. PUBLIC HEARINGS A. HL 15 -0004 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 1109 West Congress Street, legally known as Lot 2 (all), Lot 6 (n25' of w75'), Block 4 of the High School Addition, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). B. HL15 -0006 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 923 West Oak Street, legally known as Tract 17, A.E. Pulchalski Survey, Abstract No. 996, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). C. HL15 -0012 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 1011 West Oak Street, legally known as Tract 22, A.E. Pulchalski Survey, Abstract No. 996, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). 7. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: A. ID 15 -383 Willie Hudspeth regarding Southeast Denton issues. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting of Closed Meeting topics, above posted. City of Denton Page 10 Printed on 5 /1/2015 City Council Meeting Agenda May 5, 2015 CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2015 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1- 800 - RELAY -TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City of Denton Page 11 Printed on 5 /1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -156, Version: 1 AGENDA INFORMATION SHEET AGENDA DATE: May 5, 2015 DEPARTMENT: Parks and Recreation Department ACM: John Cabrales, Jr. SUBJECT Receive a report, hold a discussion and give staff direction regarding the request to change the existing park rules Chapter 22 -26 and 22 -29 of the Code of Ordinances of the City of Denton to prohibit vending, solicitation and the offer to sell items in the park and as well as solicitation of future sales unless the vendor is under contract with the City to offer fitness, athletic or recreation programs; or invited to participate in an activity offered by the Department. BACKGROUND The Parks and Recreation Department noticed an increase in the number of un- authorized vendors using City parks to conduct business. The un- authorized vendors range from ice cream trucks parking for hours in front of Eureka playground, to personal trainers advertising on Facebook, and even a group setting up a "free" class outside of North Lakes Recreation Center. The "free" class sets up a table and tent advertising their business and soliciting future business by requesting participants sign up for mailings. The Department has several vendors currently under contract that use the parks to conduct their classes. Camp Gladiator, for example, has a signed contract with the Department to use North Lakes and South Lakes Park to conduct classes, the City is named as an additional insured on their liability insurance and they pay the City 15% of the revenue generated from the classes. The un- authorized vendors do not have insurance naming the City as an additional insured, do not communicate with the Department about park use, monopolize the park prohibiting citizens from using it and are receiving personal gain from a public property. On March 19, 2014, the Parks Department brought a draft Vending in the Park Policy to the Parks, Recreation and Beautification Board. During discussion, the Board informed staff that their preference is that there be no vending conducted in the Park unless the vendor was under contract with the City to offer fitness, athletic or recreation programs; or invited to participate in an activity offered by the Department. The Board requested that the Department bring back a proposal to prohibit un- authorized vending in the parks. Thereafter, staff met with the City Prosecutor and City Attorney to modify the existing park rules to strengthen the language in Chapter 22 - Parks and Recreation, Article II in the City's Code of Ordinances to prohibit vending and solicitation in the park. Legal suggested adding specific language to address not only selling, but the offer to sell items as well as solicitation of future sales. City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -156, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The proposed changes to the park rules were presented to the Board in December, 2014 and were approved by the Board with a vote of 4 -0. FISCAL INFORMATION Revenue generated from vendors on contract with the Department are deposited in the General Fund, the budget amount for FY15 is $3,000. EXHIBITS None RECOMMENDATION Staff recommends approval of the proposed changes to the Park Rules Ordinance. Respectfully Submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Amanda Green, Business Manager Parks and Recreation Department City of Denton Page 2 of 2 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -332, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: May 5, 2015 SUBJECT Receive a report, hold a discussion and give staff direction regarding City Council priorities for the FY 2015 -16 Proposed Budget and Capital Improvement Plan. BACKGROUND The purpose of this Work Session item is to begin discussions on the City Council priorities for the upcoming FY 2015 -16 Proposed Budget and Capital Improvement Program. I have listed some of the priorities from prior year budget discussions as well as City Council discussions during the current year in the attached presentation. The priorities from this discussion will be used to help develop the City Managers' proposed budget that will be presented to City Council on August 6, 2015. EXHIBITS Exhibit 1 - PowerPoint Presentation Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 1 of 1 Printed on 5/1/2015 1 Ln l� 0 N Ln N y Ln � .O r' 0 a� 71 W 4-J .L O u / ' 0-O N V U- O O U 4-J U E o .U') a) (1) -0 -0 0) O -0 �4 7-m . _ ca -0 O Q .LA Q O a- co a- ^ -J �W V roV� .. • �O •O U) E -0 O — y - V O .— U •O 4-J 0- U N �-0 fu ._ c: (j) 4-J C- 0 0 y— (� =3 O V V V) V J _0 4-J N I 4� O J, C� Vol O J, O U N L V) O O C N M > C C a C 'V a--) U U C L •� � V) y- .� C U N N m N _0 U .L O Q C cn ro U _0 OL C m U _0 Q Q N U •E -o OF _0 0 O N E N E O z W — Q p1 C O U M Q o p1 > N4-J C C C N m U C Q L — -p a_' C (Q C — V) OU C O C 4 C 0 -0 L y- O C N /1 O C N C Q C C C: fQ N 0) L O U C C � C "0 �C-�fa�F,�LOfa 4- 4- C N N fp C N C m LL 00 - a-J a-J C "0 N C N L C N C C O U Q o0 u- u- N O U N L V) O O C N M G� 4� P. 1 c O ro 1 1 • m E 0 y- Ul cn D d Ln N rn ra UZ U f6 LL NNE 4-J to Q O to L O �V c O U U m ca A u rl L E w 4-J N Cn ra 00 cn Z) Q cn .fu U 0 Ln E w Cn O 0 Q w cn m Eli `• V / ,-a O � _ w � w ` City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'&IM111iffidift ww w.cityofdenton.com DENT ON File #: ID 15 -351, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Keep Denton Beautiful CM/ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the use of Tree Mitigation funds for private property tree planting projects to be managed by Keep Denton Beautiful (KDB). BACKGROUND On March 3, 2015, Keep Denton Beautiful staff member Lauren Barker was called upon to answer Councilmember questions during a presentation of proposed Tree Fund projects by the Planning Department and City Urban Forester, Haywood Morgan. At the conclusion of the presentation, Council requested that KDB staff: 1) Present a plan at a future work session for using Tree Fund dollars to distribute free trees to Denton residents; 2) Outline options for building on, or scaling, existing KDB programs to provide a large number of trees for City residents to plant on private property. Given that much of the Council's direction relates to current KDB programs, an overview of existing KDB tree /urban forestry programs is included under Exhibit 1. RECOMMENDATION KDB recommends to Council the use of Tree Mitigation Fund money to develop variations, or expansions, of current KDB program models for private property tree planting. To this effect, KDB is making the following recommendations: • Address the selected red line changes proposed in Exhibit 2 to the Tree Code Ordinance to allow use of Tree Fund dollars for private property -based programs. A more thorough review and revision of the Tree Code would occur at a later date; • Address an additional change to allow for payment of temporary staff to implement and manage programs during their infancy; • Incorporate public education throughout the campaign, to ensure proper planting, good placement, and long -term survivability of trees; • Complement private property planting programs with continued public space planting; • Distribute a total of 12,160 trees, over a 3 -year period, to Denton residents and businesses through a combination of rebates and in- person giveaways. Proposed programs include: Program Concept 1: Small -Scale Giveaways Neighborhood Giveaways - During fall planting season (November to February) this program would help area neighborhood groups, churches, and civic organizations to host giveaway events; - Trees (100 to 300 per site) and educational materials would be provided by KDB; City of Denton Page 1 of 3 Printed on 5/1/2015 File #: ID 15 -351, Version: 1 This program would be launched in Year 2 of the 3 -year plan to allow for planning and tree acquisition time. • Free Trees at the Denton Redbud Festival - Distribute free trees to attendees at the City's official Arbor Day event; - Participants would register for a I -hour tree care class during the festival. Program Concept 2: Business NeighborWoods Program • Make use of KDB's NeighborWoods Program model to initiate targeted outreach to small business owners wishing to plant trees on their property; • Participants would request trees through an online form and provide KDB with a watering /maintenance plan to ensure a high rate of survivability; • Applications would be reviewed and selected by KDB's all- volunteer Board of Directors; • Awarded applicants will be required to attend an urban forestry education class; • Follow up reports will track the health of trees over time. Program Concept 3: Enhanced Arbor Day Activities • Continue to offer 3 -inch caliper trees, watering bags, and mulch for on- campus planting demonstrations at DISD and area private schools, as part of KDB's Children's Arbor Day Program (first approved by Council on March 3, 2015, for the 2015 program year); • KDB will provide printed urban forestry curriculum guides for participating teachers. Program Concept 4: Tree Rebate Program • This new program concept is modeled after Denton's GreenSense Rebate Program; • Citizens may choose from a list of approved local vendors to purchase a tree for their home (to ensure availability of region - appropriate tree species, and boost local economy); • Only selected native or adapted tree species would be eligible for the rebate;; • Participants must submit a receipt along with a completed form for City processing and issuance of the rebate via utility bill credit; • A public education component and an application diagram will ensure that the "right tree, right place" criteria are met; the City reserves the right to verify placement and planting; • As with the GreenSense program, an annual maximum budget would be set for rebates, and the City could issue up to this amount, depending on interest and participation; • This program would require the addition of a part time or temp employee to process paperwork and assist with implementation. ESTIMATED SCHEDULE OF PROJECT The proposed projects would take place over a 3 -year period, beginning October 1, 2015 (City of Denton Fiscal Year 2016). Planning for the programs would begin in summer 2015. For the Business NeighborWoods program, specifically, a tree order would need to be secured prior to FY 2016, which requires consideration of a budget amendment on a future agenda. All other programs could be initiated after the start of FY 2016. PRIOR ACTION /REVIEW (Council, Boards, Commissions) March 3, 2015 City Council Work Session FISCAL INFORMATION Exhibit 3 EXHIBITS Exhibit 1: Overview of KDB Tree Programs Exhibit 2: Selected Tree Code Revisions City of Denton Page 2 of 3 Printed on 5/1/2015 File #: ID 15 -351, Version: 1 Exhibit 3: 3 -Year Budget Projection Exhibit 4: PowerPoint Presentation Respectfully submitted: Vance Kemler General Manager, Solid Waste & Recycling Services Prepared by: Lauren Barker Program Manager, Keep Denton Beautiful City of Denton Page 3 of 3 Printed on 5/1/2015 Keep Denton Beautiful Tree Programs Overview L Summary of Programs Keep Denton Beautiful, Inc. (KDB) provides free 2,000 to 3,000 free trees and planting instruction to Denton citizens through the programs listed below. Programs are supported by contributions of funding and in -kind support to the nonprofit arm of KDB. Children's Arbor Day • Since 1997, has provided tens of thousands of trees to Denton children and their families; • In- school urban forestry education, held in April of each year to coincide with Arbor Day; • Third grade students in the City of Denton and Denton ISD are eligible to participate; • Participating schools receive an educational presentation on the history of Arbor Day and the importance of trees in our community; • Students also receive free Redbud tree seedlings to take home; • In 2015 provided in- school urban forestry presentations and 18,000 seedlings to 18 schools. Denton Redbud Festival • Denton's Official Arbor Day Celebration, held at the Denton Civic Center /Quakertown Park; • Features tree - related activities, and 70 home improvement /beautification vendors; • Festival attendance is between 3,500 and 4,500 attendees annually; • Historically, was an on- campus TWU Celebration by the same name (ran from 1939 - 1981); • KDB brought the event back in 1994 to commemorate Denton's designation as the " Redbud Capital of Texas" by the 73rd Texas State Legislature. NeighborWoods Tree Planting Program • Annual application -based program that provides free trees, mulch, and tree planting instruction for neighborhood groups, schools, and community organizations; • Groups can request between 10 to 50 trees; • Trees must be planted in publicly- viewed areas; • Group representatives are required to attend an urban forestry education class, and provide a plan for watering and long -term care; • 150 to 200 trees distributed annually. Community Tree Giveaway • 2015 will mark the 17th year of this program; • KDB has distributed an estimated 12,000 trees since the program began; • Participants must be Denton residents; must register in advance through KDB's website; • Limit one free tree per household; participants receive free DynoDirt and tree planting guide; • Trees are 3 -gallon sized, native and adapted species, purchased at a cost of $10 -12 per tree; • 750 trees distributed annually. Tree City USA • KDB compiles Denton's annual re- certification application for Tree City USA status through the national Arbor Day Foundation; • This year, Denton is celebrating its 24th consecutive year as a Tree City. IL Community Urban Forestry Values With such a heavy focus on urban forestry over the last 27 years, KDB has developed the following set of values in regards to tree planting and distribution: 1) Use of native or adapted tree species, which require minimal water, are suited to our extreme high and low temperatures, and thrive in local soil conditions; 2) Empowerment of citizens to take responsibility for planting community trees and helping them thrive; 3) Evidence -based educational information on proper planting and tree care practices; 4) Setting manageable thresholds for the number of trees distributed, to ensure survivability and long -term success. III Tracking and Evaluation KDB is also committed to developing innovative ways to track outcomes for the tens of thousands of trees distributed to Denton residents over the years. • In 2012, KDB conducted a survey of Community Tree Giveaway Program recipients and found a higher- than - average 80% survivability rate for trees received. • In 2014, KDB began working with UNT Geography /GIS students to assess statistical trends in program registration information, and determine future needs for program structure and marketing. • "My KDB Tree" tracking campaign urges Denton residents to share information about the number of trees they have received from KDB, planting locations, and current health of their tree(s). Sub - section 35.13.7.A.7.e.i Proposed amendment Option 1 e. Tree Fund. The City shall administer the Tree Fund. Tree Funds shall be used to purchase, plant and maintain trees on public or private property, to preserve wooded property that remains in a naturalistic state in perpetuity, to perform and maintain a City -wide tree inventory and to educate citizens and developers on the benefits and value of trees. The applicant shall pay the fees established by City Council and published in the Development Review Fee Schedule in the Application Criteria Manual. The fee shall be based on the fair market value of materials and labor at the time of planting and the reasonable estimated cost for maintenance and irrigation for a period of three (3) years. iii. Fees contributed to the Tree Fund shall be paid prior to the issuance of a Clearing and Grading Permit on all Commercial, Industrial, or Multi - Family Residential developments, prior to final approval of a Gas Well Development Plat and prior to filing a Final Plat in the Denton County Clerks Office for all Single- family Residential Subdivisions. iv. Voluntary contributions for tree preservation shall be placed in the Tree Fund. Option 2 e. Tree Fund. The City shall administer the Tree Fund. Tree Funds shall be used to purchase, plant and maintain trees on public property, to purchase trees for planting on private property or to be given away to the residents for planting on private property within the City of Denton, to provide rebates for residents to assist in the planting of trees on private property, to preserve wooded property that remains in a naturalistic state in perpetuity, to perform and maintain a City -wide tree inventory, -aiiii d-to educate citizens and developers on the benefits and value of trees ,aE_i d tlo fair ��au n' sir �szn uiri�f tl: � s.1 a or shl stir fir szllll �n tllr7 szl� ��a sir � irszir im. The applicant shall pay the fees established by City Council and published in the Development Review Fee Schedule in the Application Criteria Manual. The fee shall be based on the fair market value of materials and labor at the time of planting and the reasonable estimated cost for maintenance and irrigation for a period of three (3) years. iii. Fees contributed to the Tree Fund shall be paid prior to the issuance of a Clearing and Grading Permit on all Commercial, Industrial, or Multi - Family Residential developments, prior to final approval of a Gas Well Development Plat and prior to filing a Final Plat in the Denton County Clerks Office for all Single- family Residential Subdivisions. iv. Voluntary contributions for tree preservation shall be placed in the Tree Fund. V. Trees planted with the Tree Fund shall not be used to meet any code requirements for preservation, mitigation, landscaping, buffers, streetscape or other requirements. 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N C O N 1� on W • • • w City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -360, 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 real property interests located in the, A. Tomkins Survey, Abstract No. 1246, and the O. S. Brewster Survey, Abstract No. 56, both in Denton County, Texas, generally located in the 1800 block of Bonnie Brae Street, City of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Bonnie Brae Road Widening and Improvements Project: Parcel 17, Jones Family Trust [ID 15 -361]) City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -367, Version: 1 Agenda Information Sheet SUBJECT Deliberation regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551 -071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition of real property interests in the J. Haney Survey, Abstract No. 515, Denton, Denton County, Texas, generally located south of FM 1173 and east of Masch Branch Road. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of real property interests referenced above where a public discussion of these legal matters would conflict with the duties of the City's attorneys to the City of Denton and Denton City Council under the Texas Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. (DME- Masch Branch Switch Station) [ID 15 -371] City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -377, 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, receive information from staff and provide staff with direction pertaining to the potential exchange and /or sale of certain real property interests regarding a 1.6598 acre tract located in the Robert Beaumont Survey, Abstract Number 31 and a 0.3278 acre tract located in the N.H. Meisenhamer Survey, Abstract Number 810, both in the City of Denton, Denton County, Texas. 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. (North Lakes Park - excess property below south dam area) [ID 15 -378] City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -376, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to legal and economic development issues related to Orison Holdings and economic development incentives and the acquisition of real property interests in the H. Sisco Survey, Abstract No. 1184, Denton, Denton County, Texas, generally located in the 600 block of E. Hickory. This discussion shall include commercial and financial information the City Council has received from Orison Holdings which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -302, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Receive a presentation from Denton Municipal Electric (DME) staff regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies relating to selecting and acquiring generation resources for the City; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide staff with direction. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -168, 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 a further briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information regarding the proposed Collaboration Agreement which pertains to DME's establishment of a high voltage direct current (HVDC) interconnection with another electric transmission service company utilizing the latest in power grid technology that would provide DME the opportunity to acquire additional renewable energy and other electric power products for its energy portfolio. Consultation with the City's attorneys regarding legal issues associated with the proposed Collaboration Agreement and the implementation of the HVDC interconnection 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. Discuss, deliberate, provide staff with direction and consider final action and approval of the Collaboration Agreement. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -363, 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 a briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding the proposed Professional Services Agreement (the "Agreement ") by and between the City of Denton, Texas and Burns & McDonnell Engineering Company, Inc., Kansas City. Missouri, regarding contractual matters that deal with plans, studies, proposals and analyses for system improvements to the Denton Municipal Electric system, said Agreement being in the not -to- exceed amount of $264,648. Consultation with the City's attorneys regarding legal issues associated with the Agreement 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. Discuss, deliberate, provide staff with direction, approve and take final action on said Agreement. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -364, 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 a briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding the proposed three -year Professional Services Agreement (the "Agreement ") by and between the City of Denton, Texas and Teague Nall & Perkins, Inc. regarding contractual matters that deal with plans, studies, proposals and analyses for system improvements to the Denton Municipal Electric system, said Agreement being in the not -to- exceed amount of $450,000. Consultation with the City's attorneys regarding legal issues associated with the Agreement 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. Discuss, deliberate, provide staff with direction, approve and take final action on said Agreement. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -375, Version: 1 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 the current Gas Well Ordinance, and proposed Gas Well Ordinance amendment, 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 and vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; current and proposed extension to moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County 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 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -394, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberation regarding Personnel Matters - Under Texas Government Code Section 551.074 Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the City Attorney, Municipal Court Judge, and City Manager. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -400, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding a proposed economic development incentive agreement for Project Ranger One (Denton - Tarrant PRW, LLC). This discussion shall include commercial and financial information the City Council has received from Project Ranger One which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -401, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding a proposed economic development incentive agreement for Madison Partners. This discussion shall include commercial and financial information the City Council has received from Madison Partners which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 15 -246, Version: 1 Agenda Information Sheet SUBJECT National Day of Prayer City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -250, Version: 1 Agenda Information Sheet SUBJECT Bike Month City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -292, Version: 1 Agenda Information Sheet SUBJECT Shelter Thy Neighbor Week City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -384, Version: 1 Agenda Information Sheet SUBJECT Children's Mental Health Awareness Day City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -402, Version: 1 Agenda Information Sheet SUBJECT Arson Awareness Week City of Denton Page 1 of 1 Printed on 5/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -136, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM /ACM: Jon Fortune, 349 -8535 DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance approving an Encroachment Agreement between the City of Denton, Texas, and RLB Investment Partners, LLC, to allow a deck and related appurtenances to be located within existing City easements on and near 321 W. Hickory St.; and declaring an effective date. The Public Utilities Board recommends approval (6 -0). BACKGROUND RLB Investments Partners LLC has made a formal request to the City of Denton for the use of certain easement areas located on their property at 321 West Hickory also known as H Squared Apartments. The request is for the installation of an 11' x 33' wooden deck at the northwest corner of said property. The planned improvements will encroach upon City of Denton Utility Easements. An underground public electric line and two private water service lines are located within said easements. The construction plans for the planned improvements and encroachment request have been reviewed and approved by the Development Review Committee. DME has reviewed the proposal; the proposed encroachment is acceptable to them. An Encroachment Agreement is necessary to formalize the transaction to allow private improvements within public utility land rights. RLB Investments Partners LLC desires to enter into an Encroachment Agreement to allow the planned improvement to be located within the two easement areas, with conditions. OPTIONS 1. Recommend approval of the Ordinance. 2. Do not recommend approval. RECOMMENDATION Development Review Committee has reviewed the application and recommends approval of the request. ESTIMATED SCHEDULE OF PROJECT Spring 2015 PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -136, Version: 1 Public Utility Board Meeting - February 9, 2015 FISCAL INFORMATION Not applicable. BID INFORMATION Not applicable. EXHIBITS Exhibit 1 - Location Map Exhibit 2 - Site Map Exhibit 3 - Public Utility Board - February 91, 2015 (excerpted minutes) Exhibit 4 - Ordinance Respectfully submitted: John Davis Director of Engineering Services Prepared by: Mark A. Laird Right -of -way Agent Real Estate and Capital Support City of Denton Page 2 of 2 Printed on 5/1/2015 LOCATION MAP N W 321 W. Hickory H Squared Apartments S 250 125 0 250 500 750 Exhibit to the CC AIS Feet .. ... .. .... . ['1111, §("lN,NSY .... ..... .... ................. — ............................................ ---- - ........................... . .......... .............. . . . . 51 ................... 11 1 ..... ............ .. . . . . . . . . ......... ................... . . . ............. -] . ......... .... ....... .... .................... I .................. '1K ............................ �l ................... ............................... . . .......................... ....................... 0A, . . . — — ---------------- - . .... LI . . .................... .......................... ............................. r ................................ — - - — - ------------- fy. . ........... . ......... ... ..... ...... . . . . . ... .............. . . ........... . . ......... . . .......... . .......... . . ........ . . . . .............. I- ........... . ............ ..... ..... ...... .......... Denton Downtown Encroachment Area ............... . . . . . .. . . ......... ................... ..... ............... 77 .......... ............ . ........................................ r ............... . . . . . . ......... .... SITE ................ - - - - - - ----,,,, „------ „:,,,,,,,, %,,,,,,,,,.. w .1 . ............ -111,11,11,11,11, �5 . ... . . . . . . . ........... ....................... . . . ....... / ............. .......... ”, - - - - ®...,----- --- IVI L IT[ ........ ........... . ............. . . ......... - — — ---------- . .. .................. . . . .......................................... . . ................. I ......................... .... ........... ........................ 11 ............... ............. % I . ................................. ........... .................................................... ....... ................................................................................... . dP . .................................. I .......................................................... . ............. ........... ..................... .............. r .............. ................ ........ . . ..... . ................... ................ ............................... . ....................... I ........... 1� ............ T ............ .............................. ............................................... ........................................... 111r, .......... ............ ........ . I—L ..................... N W 321 W. Hickory H Squared Apartments S 250 125 0 250 500 750 Exhibit to the CC AIS Feet IL uj SVX31')1NnO:) NOINaU Cb1Yyti*E#��Jgg di NOIN30 JOWO 'E)NI?ANIE)N:3 NOUICaV SgNIVS H:3 A3 N 0 H emools,bull SiN WOI�WdVA ON ---------- . . ............... . �-V- ----------- ---------- Q`�1601, 9 i f$. � .................... ......... . . P", 41 'W" o ,A, 4 r. 6P NVId 31IS Mo il 2 . . ..... ......... . . . . . 11 Vl rrl AI I I PI 414-y r - 41" N, ......... . . 11 Vl rrl AI I I PI 414-y r - '10, tw" 10 W� �f N ti A 'IT 41" N, '10, tw" 10 W� �f N ti A 'IT 41" MINUTES PUBLIC UTILITIES BOARD February 9, 2015 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, February 9, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Lilia Bynum and Charles Jackson Absent: Barbara Russell Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 2. Consider recommending adoption of an Ordinance approving an Encroachment agreement between the City of Denton and RLB Investments Partners LLC that will allow the encroachment of private improvements within a Public Utility Easement recorded in Volume 2132 Page 21, Deed Records, Denton County, Texas and a Variable width Utility Easement recorded by County Clerk File number 2014 -71, Plat Records, Denton County, Texas situated in the William Neil Survey, Abstract No. 971, Denton County, Texas; and declaring an effective date. Motion was made to approve item 2 by Board Member Cheek with the second by Board Member Robinson. The vote was 6 -0 approved. Adjournment 10:45 a.m. ORDINANCE NO. 2015 - AN ORDINANCE APPROVING AN ENCROACHMENT AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND RLB INVESTMENT PARTNERS, LLC, TO ALLOW A DECK AND RELATED APPURTENANCES TO BE LOCATED WITHIN EXISTING CITY EASEMENTS ON AND NEAR 321 W. HICKORY ST.; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton has received a request from RLB Investment Partners, LLC, to allow a deck and related appurtenances to be located within existing City easements pursuant to an Encroachment Agreement, a copy of which is attached as Exhibit "A" ( "Agreement "); and WHEREAS, the City Council has found and determined that the Agreement is in the public interest; and NOW, THEREFORE: THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The findings and recitations contained above are incorporated herein by reference. SECTION 2. The Agreement is approved and the City Manager, or his designee, is authorized to execute the Agreement on behalf of the City of Denton. SECTION 3. This ordinance shall become effective immediately upon it passage and approval. PASSED AND APPROVED this the day of May, 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY oa�:: Ae BY: ENCROACHMENT AGREEMENT WHEREAS, this Encroachment Agreement ( "Agreement ") is between RLB Investment Partners, LLC, a Texas limited liability company ( "Licensee "), by and through its undersigned authorized officer, and the City of Denton, a Texas home -rule municipal corporation ( "City "), by and through its undersigned authorized officer, and is effective the date it is signed by the City. WHEREAS, Licensee owns real property located at 321 W. Hickory St. in the City of Denton, Denton County, Texas, and more particularly described in the Amending Plat of Lot I A, Block 3, Baines Addition, City of Denton, Denton County, Texas riled at Document No. 2015 -34, Plat Records, Denton County, Texas ( "Property "). WHEREAS, the Property is encumbered with several easements held by the City, including, but not limited to, the following: Ten (10) foot Utility Easement dedicated to the City under the Amending Plat described above; and 2. Underground Utility Easement in favor of the City and recorded at Volume 2132, Page 21, Real Property Records, Denton County, Texas. bn this Agreement the above easements are referred to as "City Easements." WHEREAS, the Licensee has requested permission to use a 420.00 square foot area of the Property that is within the boundaries of the City Easements for the installation of an outdoor deck and related appurtenances ( "Encroaching Facility "); the legal description and survey illustration of the Encroaching Facility are attached as Exhibits "A" and `B" which are incorporated into this Agreement ( "Encroachment Area "). WHEREAS, the Licensee bas entered into this Agreement to set forth certain responsibilities that it has under this Agreement; and WHEREAS, the City grants permission and license to Licensee to locate, maintain and repair the Encroaching Facility within the Encroachment Area, subject to the following terms and conditions: It is understood and agreed that the City holds only easement interests in the Encroachment Area. Therefore, Licensee is responsible to obtain whatever rights and permission, other than the City's that may be necessary from any others having an interest in the Encroachment Area. This agreement shall extend to, and are binding upon, Licensee and its successors, and assigns. and is not to be interpreted as a waiver of any rights held by the City under City's Easement. 2. The Encroaching Facility shall be constructed in such a manner as not to interfere with the use of the City Easements and shall be constructed in accordance with applicable City of Denton Ordinance and Development Code requirements. Licensee shall be required to obtain the necessary permits from the City of Denton prior to installation and placement of the deck and related appurtenances. Licensee's proposed plans and specifications are attached hereto and made a part hereof as Exhibit "C" (the "Plans and Specifications "), Licensee shall not make any modifications to the Plans and Specifications without advance written approval by the City ( "Authorized Modifications "). When referring to the Encroaching Facility in this Agreement such term shall mean the Encroaching Facility constructed in accordance with the Plans and Specifications and authorized modifications, if any. In addition, the Licensee shall provide adequate inspection and coordination with the City to insure the contractor adheres to these items during construction. 3. The Encroaching Facility is subordinate to the City's facilities and rights under the City Easements, including, but not limited to, utilities and related facilities, located within the Encroachment Area now or in the future. In the event the City repairs, expands, or adds to its facilities within the Encroachment Area, and, in the City's sole opinion, it is necessary that the Encroaching Facilities be modified, removed or relocated, in whole or in part, to accommodate such repairs, expansion or addition, Licensee shall, at its sole cost, modify, remove or relocate the Encroaching Facility, as directed by the City, no later than 30 days after City gives Licensee written notice, unless an emergency repair is necessary wherein the City has the right to remove the Encroaching Facility immediately at the Licensee's sole cost and expense without any liability to City for such action. Licensee confirms and acknowledges that the Encroaching Facility and all Licensee's expenses for such are at risk. The City will not reimburse Licensee in any form for removal and relocation of the Encroaching Facility. 4. Licensee shall defend, indemnify and hold harmless the City, its employees and agents from and against any and all claims, expenses (including attorney fees), damages, losses and judgments arising out of or incident to the presence, construction, operation and maintenance of the Encroaching Facility. Before performing any work within the Encroachment Area, Licensee and its agents or contractors shall provide to the City such certificate or certificates of insurance complying with the City's insurance requirements prior to construction or placement of the Encroaching Facility. 5. Licensee and it's successors and assigns to, shall purchase and maintain General Liability Insurance naming the City as an "additional insured" for damages arising from the construction and maintenance of the deck and related appurtenances with a limit of not less than $250,000.00 for each person and $500,000.00 for each single occurrence for bodily injury or death and $100,000.00 for each single occurrence for injury to or destruction of property. 7. The City will not be responsible for any costs of construction, operation and maintenance of Licensee's Encroaching Facility. It is further agreed that the City Page 2 shall not be liable for any damage to the Encroaching Facility as a result of the City's use pursuant to the City Easements. If any City property is damaged or destroyed by Licensee or its agents it may be repaired or replaced by the City at Licensee's expense and payment is due upon Licensee's receipt of an invoice from the City. Construction equipment and materials shall not be stored on the Encroachment Area or City Easements during construction. 10. It is understood and agreed that, in case of default by Licensee, or its agents, in any of the terms and conditions herein stated and such default continues for a period of thirty (30) days after the City notifies Licensee, in writing, of such default, the City may tenninate this agreement and upon such termination all of Licensee's rights hereunder shall cease and come to an end. This agreement shall also terminate upon the abandonment of the Encroaching Facility. 11. This agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Dated to be effective as of the date last signed below. -- THIS SPACE LEFT BLANK INTENTIONALLY -- Page 3 CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation George C. Campbell, City Manager Signed on the day of City of Denton 215 E. McKinney St. Denton, Texas 76201 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY . Acknowledtment State of Texas § Denton County § 12015. This instrument was acknowledged before me on the day of )2015, by George C. Campbell, City Manager of the City of Denton, Texas, a Texas home -rule municipal corporation, on behalf of same. Notary Public, State of Texas Page 4 RLB INVESTMENT PARTNERS, LLC, a Texas In d 1i i it ompany Signature � c- � -, Printed Name Title Signed on the 12015. � day of (� RLB Investment Partners, LLC 525 S. Loop 288, Suite 105 Denton, Texas 76205 Acknowledtement State of Texas Denton County This instrument was acknowledged before me on the day of 2015, by (name), EI))� (title) of RLB Investment Partners, LLC, a Texas limited liability company, on behalf of the same. a WENDY PIERCE My Commission Expires April 10, 2018 4 OF �c *� After recording, please return to: RLB Investment Partners. LLC 525 S Loop 288, Suite 105 Denton, Texas 76205 Page 5 Notary Public, St e Texas EXHIBIT A TO ENCROACHMENT AGREEMENT— LEGAL DESCRIPTION FIELD NOTES to all of that certain tract, lot or parcel of land situated in the William Neil Survey Abstract Number 971, in the City of Denton, Denton County, Texas and being a part of Lot 1 R, Block 3 of the Replat of Baines Addition, an addition to the City of Denton, Denton County, Texas as recorded in Document Number 2014 -71, Plat Records, Denton County, Texas; the subject tract being particularly described as follows; COMMENCING at the Northwest corner of said Lot 1 R and being in the South Right of Way line of West Hickory Street and being in the East line of Floyd Replat, an addition to the City of Denton, Denton County, Texas, as recorded in Volumel2, Page 49 Plat Records, Denton County, Texas; Thence South 00 degrees 01 minutes 01 seconds East with the East line thereof and the West line of said Lot 1 R a distance of 6.00 feet to a point for the Northwest corner of the herein described tract and being the POINT OF BEGINNING; THENCE North 89 Degrees 58 Minutes 59 Seconds East, a distance of 10.00 feet to a point for the Northeast corner of the herein described tract; THENCE South 00 Degrees 01 Minutes 01 Seconds East, a distance of 42.00 feet to a point for the Southeast corner of herein described tract; THENCE South 89 Degrees 58 Minutes 59 Seconds 00 West, a distance of 10.00 feet to the Southwest corner of the herein described tract and being in the West line of said Lot 1 R and being in the East line of said Floyd Replat; THENCE North 00 Degrees 01 Minutes 01 Seconds West with the common line thereof, a distance of 42.00 feet to the PLACE OF BEGINNING and containing 420.00 square feet of land more or less. OF KENN A IN R I� :.Q ..5...... :'Q� °Fes PAGE 1 OF 2 1720 WESTMINSTER DENTON, TX 76205 (940)382 -3446 JOB NUMBER: 050228 DRAWN BY: DBR DATE: 10 -21 -2014 R.P.L.S. KENNETH A. ZOLLINGER EXHIBIT B TO ENCROACHMENT AGREEMENT— SURVEY ILLUSTRATION -� POC IRF /CAPCiG � -- POI AN t- rn Q d wad N ° 0 OD a L4 PAGE 2 OF 2 POINT 420.00 SQ.FT, A PART OF LOT 1R BLK 3 THE REMAINDER OF LOT 1R BLK 3 �— VARIABLE WIDTH UTILITY EASEMENT DOC# 2014 -71 P.R.D.C.T. UNDERGROUND UTILITY EASEMENT VOL. 2132, PG. 21 D.R.D.C.T. F c z I" =20' 0 IO 20 WEST HICKORY STREET 60' R.O.W. N 89`48'00 "E 169.96' 6' PUBLIC SIDEWALK & UTILITY EASEMENT IRF /CAP Doc # 2014 -71 P.R.D.C.T. LINE BEARING DISTANCE L1 S 00 °01'01" E 6.00' L2 N 89 °58'59" E 10.00' L3 S 00 °01'01" E 42.00' L4 S 89 °58'59" W 10.00' L5 N 00`01'01" W 42.00' 1720 WESTMINSTER DENTON, TX 76205 (940)382 -3446 JOB NUMBER: 050228 DRAWN BY: DBR DATE: 10- 212014 R.P.L.S. PAUL JUSTIN WHITLOCK EXHIBIT C TO ENCROACHMENT AGREEMENT - PLANS & SPECIFICATIONS I aoaiauoo ri = _, U W 0 w� Is u z� IL I N D n� Out WO O c<l U(Y w �� c<l Q I - N cal ao N I I � N QN I aoaiauoo ri = _, Qp Z Q J 0. U W cri N ZM Q° J 0. cic 0 o 0 O II J 0 LL Lij iJ J to U W 0 I N D c<l �� cc c QN U Qz U z = L I O W (—_' WWI C-4 i Wit— V r------- - - I - - -- t {- V I I � o N I l- C-4 I C', ZL_______ ___ _ __ ��W I I CIA I cv W W I m Q cal cal w ; (Y LO �- z ( - ------ - - - - -- OQ w-A wQ (u o [L Q cn U COO I I I I O I O O� I I W Qom- OL O W O W IV „Z -,I �-1 I �coW 1 p-, 0) 8 -,LI L „O -,b „Z L „O -,Z „� -,II O co d. U W�Q � O -,LI If Z -,OI 8 -,LI z,L OW wWO Ow 1-0O Qp Z Q J 0. U W cri N ZM Q° J 0. cic 0 o 0 O II J 0 LL Lij iJ J to U 2 X �f TRTD. CAP 2X6 TRTD. RAIL 2X2 TRTD. PICKETS 9" 0. C. 2X6 TRTD. ,IX9 TRTD. POSTS m DECKING W1 �1 -0" OC 1/8" SPACING 2X12 TRTD. RIM Lo W MITER FV BOTTOM 2x TRTD. JOISTS Q OF PICKETS Va 16" MAX. SPACING > SIZE JOIST FROM LATEST SPAN TABLES FINISHED GRADE PRE CAST CONCRETE SETTING BLOCKS DECK SECTION SCALE: I- = V -O " SPECIFICATIONS: I. ALL WOOD TO BE TREATED LUMBER DESIGNED TO LATEST SPAN TABLES. 2. RAILINGS TO BE TREATED WOOD AS NOTED ABOVE 3. FOOTINGS TO BE PRE CAST CONCRETE, 9. PROVIDE 1/2" MAX THRESHOLD S BUILDING DOORS. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -312, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance approving the expenditure of funds for the purchase of LON GON Odor Control for the City of Denton Landfill which is available from only one source in accordance with Texas Local Government Code 252.022, such purchases are exempt from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 5786- awarded to Enviro Chemical Research in the three (3) year not -to- exceed amount of $450,000). The Public Utilities Board recommends approval (7 -0). FILE INFORMATION The City of Denton owns and operates a 252 acre Type I Municipal Solid Waste (MSW) landfill which disposes of an average of 600 tons per day of MSW. The waste stream consists of approximately 80% commercial/industrial waste and 20% residential single family waste. The landfill was originally sited on City owned land just outside of the city limits. The site and surrounding area were annexed prior to opening the Landfill in 1985. Initially the surrounding area was agricultural in character with large, generally undeveloped tracts around the City's tract of land. Today a large mobile home community is located immediately along the landfill's south boundary, a multi - family living facility and golf course is adjacent to its southeastern border, and Mayhill Road runs along its western boundary. The Landfill site is co- located on a larger City owned tract of land that houses the City's wastewater treatment plant and a composting facility that co- composts dewatered wastewater treatment plant sludge (bio- solids) and wood waste. All of these facilities are potential sources of odors. Under the Texas Municipal Solid Waste regulations, 30 Texas Administrative Code 330.149, and the issued MSW permit, the facility is required to have an odor management plan. Staff has worked to take a pro- active role in addressing odor complaints and reducing or eliminating the source of odor generation. Implementation of best management practices at the facilities has reduced the frequency of odor complaints but during certain periods of the year, the prevailing winds often change to a direction that blows odors to the more populated areas. During these periods of time, the Landfill operators are on the lookout for waste that characteristically may produce an odor (such as sludges, animal carcasses, and wet restaurant waste) so they can immediately bury the potentially odiferous or noxious waste. Staff also routinely utilizes odor control chemicals to prevent odors from migrating beyond the permit boundary. Currently staff is using an odor controlling product, LON GON, which is manufactured by Enviro Chemical Research. LON GON is a concentrate diluted at a rate of 1:500 for application. The Landfill staff has tried many odor control products over the years and LON GON is City of Denton Page 1 of 3 Printed on 5/1/2015 File #: ID 15 -312, Version: 1 the most effective. Other products have been used on a trial basis; however, they were ineffective because they did not neutralize the odor. The few products that did neutralize the odors were rejected because of complaints about "the strong fruit smell" or similar complaints about how the product itself smelled. Therefore, staff recommends the purchase of LON GON odor control for use at the City's landfill as needed to best manage odors on site (Exhibit 1). LON GON is a proprietary blend distributed exclusively by Enviro Chemical Research; therefore, Enviro Chemical Research is the sole - source vendor for this product (Exhibit 2). Section 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 April 13, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to Enviro Chemical Research in the three (3) year not -to- exceed mount of $450,000. PRINCIPAL PLACE OF BUSINESS Enviro Chemical Research Cooper City, FL ESTIMATED SCHEDULE OF PROJECT The contract for the purchase of the LON GON Odor Control Chemicals will become effective upon Council approval with pricing to remain in effective through April 21, 2018. FISCAL INFORMATION This item will be purchased on an as needed basis from Landfill Operating Fund accounts 660300.6372 and 660993585.1365.30100. EXHIBITS Exhibit l: Sole Source Memo from Staff Exhibit 2: Sole Source Letter from Vendor Exhibit 3: Draft Public Utilities Board Minutes Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 2 of 3 Printed on 5/1/2015 File M ID 15 -312, Version: 1 For information concerning this acquisition, contact: Vance Kemler at 349 -8044. City of Denton Page 3 of 3 Printed on 5/1/2015 h rvvm d by I cx:ls i''I f% f EXHIBIT I Memorandum To: Elton D. Brock, Manager — Materials Management From: David Dugger, Landfill Manager Date: April 13, 2015 Subject: Sole — Sourcing Business Justification Over the past few months, the Solid Waste Department has reviewed the marketplace for various products that could potentially assist with odor control at the City's landfill. If the landfill has an odor control problem, the City of Denton would be deemed out of regulatory compliance and could be fined by the Texas Commission on Environmental Quality (TCEQ), in addition to expectations of complaints from local citizens to various sources. The Solid Waste Department has utilized many different odor control products on a trial basis, over the past few years, in conducting testing of the products. To date, none have been effective. One product did have a lasting effect, however several of our neighbors complained of the strong "cherry" fragrance. The product "Lon Gon ", manufactured by Enviro Chemical Research, has been utilized for several years, and has proven its effectiveness over time, to City staff and the community. The other products utilized on a trial basis, did not have the lasting effect of "Lon Gon ". The landowners and neighbors have not reported any further incidents of odor. "Lon Gon" has a very appealing fragrance, like wild flowers, and usually lasts most of the day. As stated above, Enviro Chemical Research is the manufacturer of Lon Gon, and they also sell this product to other odor control companies. In our research and testing, it was determined that these other companies diluted the product down, to achieve a lower cost, but overall less effective in the long term. For odor control compliance, the Solid Waste Department currently uses approximately 3 gallons of Lon Gon in our 8,000 gallon water truck, and applies one load per day or as needed. When staff are excavating into the old waste, considerably more quantity is utilized, as staff can generate three loads in a day's time. Additionally, there is a growing service need to further control odor between the landfill facility and nearby residential communities to the south and southwest of the landfill. In order to mitigate odor complaints, Solid Waste has begun utilizing two air misters with the Lon Gon deodorant to determine the usefulness of the product application. The misters have worked well over the prior couple of months, and the department is anticipating the purchase two additional air misters, which will be utilized along landfill borders for improved dispersion of the deodorizer into the air. Solid Waste also plans to utilize Lon Gon during upcoming mining processes to take place at the Landfill. It is anticipated that odors that will need to be managed and controlled during mining as well, requiring additional usage for these purposes. Over the term of this contract, each of these growing odor control needs are expected to require additional Lon Gon product to be consumed in addition to the day to day consumption for odor control compliance. The Solid Waste Department estimates annual purchase quantities not to exceed $150,000 per year. EXHIBIT 1 April 20, 2015 To achieve continuity of both pricing and supply, the Solid Waste Department is recommending a three -year agreement with Enviro Chemical Research in an amount not to exceed $450,000. In accordance with the provisions of Texas Local Government Code 252.022(a)(7), this product is available from only one source, in a non - diluted form, and is thereby exempt from competitive procurement requirements. 2 EXHIBIT 2 a ENVIRO CHEMICAL RESEARCH 11360 ROCKINGHORSE ROAD COOPER CITY, FL 33026 95a4� 1A-) °, - o -� --� C3� City of Denton 1527 South lvlayhill Road Denton, TX 76208 Attention: Bill Sangster Dear Bill, In response to your question regarding our product labeled "LON GON', this is an odor control product which is blended by us under a private proprietary formula, and as such cannot be duplicated" As a proprietary blend, we do not disclose exactly what our process is, so that we are protected ;trozm commercial competition. Exact measurements of ingredients as well as the method of manufacture is then Kept secret in order to be protected. Should you have any further questions, please feel free to contact me. S" rc, 0 l y, Ronald C�trnill President Enviro Chemical Research EXHIBIT 1 EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD April 13, 2015 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, April 13, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum, and Charles Jackson Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 4. Consider a recommendation of adoption of an Ordinance approving the expenditure of funds for the purchase of LON GON odor control for the City of Denton Landfill from only one source in accordance with Texas Local Government Code 252.022, exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 5786- Purchase of Odor Control Chemicals for the City of Denton Landfill awarded to Enviro Chemical Research in the annual estimated amount of $150,000 for an estimated three year amount of $450,000). Motion was made to approve item 4 by Board Member Cheek with the second by Board Member Russell. The vote was 7 -0 approved. Adjournment: 10:51 a.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF LON GON ODOR CONTROL FOR THE CITY OF DENTON LANDFILL WHICH IS AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5786- AWARDED TO ENVIRO CHEMICAL RESEARCH IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $450,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5786 Enviro Chemical Research $450,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 4 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5786 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ENVIRO CHEMICAL RESEARCH (5786) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between ENVIRO CHEMICAL RESEARCH a corporation, whose address is 11360 ROCKINGHORSE ROAD, COOPER CITY, FL 33026, 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 agreement 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." File 5526 EXHIBIT 5 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 LIM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M File 5526 BY: A[,J'1"110I<]ZE'F) S1,GNATLIRE Date: Title: PHONE NUMBER sz- 'A FAX NUMBER CITY OF DENTON, TEXAS BY: mm GEORGE C. CAMPBELL, CITY MANAGER [)ate 1� EXHIBIT 5 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 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 dentonpurchasing Lcityofdenton.com, 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 is the sole source provider of the proposed products. 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. Price Escalation and De- escalation Pricing shall remain firm for the three (3) years from contract execution. Total Contract Amount The contract total shall not exceed $450,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product or services shall be delivered to the City per the days /weeks noted in Exhibit D after receipt of the order. File 5526 EXHIBIT 5 Exhihit R 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 contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as 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 seller'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. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 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. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City File 5526 EXHIBIT 5 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 Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled File 5526 EXHIBIT 5 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 Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's 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. File 5526 EXHIBIT 5 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 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 firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the File 5526 EXHIBIT 5 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: 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. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the File 5526 EXHIBIT 5 Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: 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. 19. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all File 5526 EXHIBIT 5 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 warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery File 5526 EXHIBIT 5 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. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming 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. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief 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. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the File 5526 EXHIBIT 5 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 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 Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a File 5526 EXHIBIT 5 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department File 5526 EXHIBIT 5 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon 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. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the 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 File 5526 EXHIBIT 5 delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a 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 File 5526 EXHIBIT 5 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 the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing 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. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior File 5526 EXHIBIT 5 consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity File 5526 EXHIBIT 5 not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City 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 File 5526 EXHIBIT 5 mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or 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 After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties File 5526 EXHIBIT 5 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. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental File 5526 EXHIBIT 5 list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd/contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property File 5526 EXHIBIT 5 and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. City's standard terms and conditions 3. Purchase order 4. Supplier terms and conditions File 5526 EXHIBIT 5 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. 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 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 tiler 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 tiler of the questionnaire? Yes E-1 No B. Is the tiler of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E-1 No C. Is the tiler of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes E-1 No D. Describe each affiliation or business relationship. 4 ❑I have no Conflict of Interest to disclose. 5 Signature of person doing business with the governmental entity Date File 5526 EMI01'B 5 5786 SUPPLY OF LON GON ODOR CONTROL Enviro Chemical Research UOM Product Description IDescription 2 Unit Price 55 GAL DRUM LON GON ODOR INCLUDES DELIVERY FOB $2747.25 EA CONTROL DESTINATION City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -352, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 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 two (2) skid steer loaders for the City of Denton Solid Waste and Wastewater Collections departments; and providing an effective date (File 5813 awarded to Bobcat Company in the amount of $152,722.74). The Public Utilities Board recommends approval (4 -0). FILE INFORMATION This item is for the purchase of one (1) Bobcat model A770 skid steer loader as an equipment addition for the Wastewater Collections department and one (1) Bobcat model T870 skid steer loader as a replacement for the Solid Waste Landfill department. The purchase of the replacement equipment was approved in the Fiscal Year 2014 -15 Budget. The model T870 will be replacing a 2005 Bobcat model S300 skid steer loader that has met the replacement criteria based on age and maintenance costs. This equipment will go to auction once the replacement arrives. Quotes were requested through three (3) cooperative contract vendors and one (1) non - contract vendor. The attached quotes from Bobcat Company through Buy Board Cooperative Purchasing Network contract number 424 -13 provide the lowest price and best value (Exhibits 1 and 2). Although quotes were obtained for two different brands of steer loaders, Fleet services staff is recommending the purchase of the Bobcat brand in order to use existing attachments that City departments currently have (Exhibit 3). This equipment is not available from local vendors. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 6, 2015, City Council advised staff to move forward with the addition of a construction crew for the Wastewater Collection department which requires additional equipment. The bond sale for the purchase of the equipment was approved on April 7, 2015. On April 27, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -352, Version: 1 Award the purchase of two (2) Bobcat skid steer loaders to Bobcat Company in the amount of $152,722.74. PRINCIPAL PLACE OF BUSINESS Bobcat Company West Fargo, ND ESTIMATED SCHEDULE OF PROJECT The purchase and delivery the Bobcat skid steer loaders will occur within 90 days of purchase order issuance. FISCAL INFORMATION This item will be funded from the Solid Waste and Wastewater Capital Project Fund accounts listed below: Solid Waste -Fleet ID #SW 15106 660138595.1355.30100 - $92,516.47 Wastewater Collections -Fleet ID4WC15129 645043545.1355.30100 - $60,206.27 Requisition 4123857 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Comparison and Quotes for Solid Waste Landfill Skid Steer Exhibit 2: Comparison and Quotes for Wastewater Collections Skid Steer Exhibit 3: Bobcat Standardization Memo 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: Terry Kader at 349 -8729. 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M- Ln 0 y —C) 4t-nl tj Ln 4d).- r1i r-j > C: 0) C: u C: 0) iA- m CD ro jo 0 ui a- E CD o 0 _0 4-J 4-J Ln (n 0 U X 0 E 0- r) < C) 4� m u m ro 0) E U- �o 0 a- E u) r� 0 ro 00 0� C) U co 0).b ra ' 2 ui U r) :�� 0- (n U') >, LL -5 " &I U 0 00 C) m t >1 CD CO N -,j- U (D u Z 0 0 w C) 0 w z W I z -j C) D 0 w 0 u Lf) w (1) C) (1) Z 0 < LU Inium 0 < co :D IL < LL F5 Z I Ul) D 0 z I I E 0 LL C Quote 1 CITY OF DENTON Attn: CHARLES ROSENDAHL DENTON, TX 76208 Ken Bobcat of Dallas, 1302 SOUTH 1 -35 E LEWISVILLE TX 75067 Phone: 469- 586 -0000 Fax: 972 - 221 -3095 Description T870 T4 Bobcat Compact Track Loader 100 HP Turbo Tier 4 Diesel Engine 2 Speed Travel Air Intake Heater (Automatically Activated) Auxiliary Hydraulics: Variable Flow Backup Alarm Bob -Tach Bobcat Interlock Control System (BICS) Controls: Bobcat Standard Controls with Power Assist Engine /Hydraulic Systems Shutdown Horn Instrumentation: Engine Temperature & Fuel Gauges, Hourmeter, RPM and Warning Lights Lift Arm Support Factory Install A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob -Tach Attachments Bobcat Company PO Box 6000 West Fargo, ND 58078 Phone: 701 - 241 -8719 Fax: 701 - 280 -7860 Contact: Crystal Stram Crvstal.stramta -doosan.com Part No Qty Price Ea. Total M0295 1 $57,542.80 $57,542.80 Lift Path: Vertical Lights, Front & Rear Operator Cab • Includes: Adjustable Suspension Seat, Top & Rear Windows, Seat Bar and 3 -Point Seat Belt • Roll Over Protective Structure (ROPS) meets SAE -J1040 & ISO 3471 • Falling Object Protective Structure (FOPS) meets SAE -J1043 & ISO 3449, Level I; (Level II is available through Bobcat Parts) Parking Brake: Spring Applied, Pressure Released (SAPR) Roller Suspension with 4 Rollers Tracks: Rubber, 17.7" wide Warranty: 12 Months, Unlimited Hours M0295- P01 -A91 1 $5,925.50 $5,925.50 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit Cab Accessories Package Selectable Joystick Controls (SJC) M0295- R01 -004 1 $906.50 $906.50 Air Ride Seat M0295- R05 -C12 1 $209.30 $209.30 Radio M0295- R26 -CO2 1 $291.90 $291.90 Port Relief Valve M0295- A02 -005 1 $169.00 $169.00 80" Industrial Bucket Grapple 7168339 1 $3,426.50 $3,426.50 Forestry Cutter, 60" 7194305 1 $18,011.00 $18,011.00 - -- Engine Compartment Seal kit 7179952 1 $814.97 $814.97 - -- Forestry Applications Kit, M- 7230523 1 $5,219.00 $5,219.00 Series Quote Total - US dollars $92,516.47 *Prices per the TX - Buyboard Contract# 424 -13. Expires: 9 -30 -2016 *Must be a Coop Member to purchase off contract *Terms Net 30 Days. Credit cards accepted. *FOB Destination within the 48 Contiguous States. *Delivery: August/Sepyember from ARO. *State Sales Taxes apply. *ORDERS TO BE PLACED WITH: Clark Equipment Company dba Bobcat Company, PO Box 6000, West Fargo, ND 58078 Prices & Specifications are subject to change. Please call before placing an order. Applies to factory ordered units only. Quote 2 Description T870 T4 Bobcat Compact Track Loader 100 HP Turbo Tier 4 Diesel Engine 2 Speed Travel Air Intake Heater (Automatically Activated) Auxiliary Hydraulics: Variable Flow Backup Alarm Bab -Tack Bobcat Interlock Control System (BIOS) Controls: Bobcat Standard Controls with Power Assist Engine/Hydraulic Systems Shutdown Horn Instrumentation: Engine Temperature &amp; Fuel Gauges, Hourmeter, RPM and Warning Lights Lift Arm Support Factory Installed A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob-Tach Part No Qty Price Ea. Total M0295 1 $86,713.00 $86,713.00 Lift Path: Vertical Lights, Front &arnp; Rear Operator Cab Includes: Adjustable Suspension Seat, Top &amp; Rear Windows, Seat Bar and 3-Point Seat Belt Roll Over Protective Structure (ROPS) meets SAE -J1040 &amp; ISO 3471 Falling Object Protective Structure (FOPS) meets SAE- J1043 &amp; ISO 3449, Level 1; (Level 11 is available through Bobcat Parts) Parking Brake: Spring Applied, Pressure Released (SAPR) Roller Suspension with 4 Rollers Tracks: Rubber, 17.7" wide Warranty: 12 Months, Unlimited Hours M0295-POI-A91 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit $8,465.00 $8,465.00 Selectable Joystick Controls (SJC) M0295-ROI-004 1 $1,295.00 $1,295.00 Air Ride Seat M0295- ROM -C12 1 $0.00 $0.00 Radio M0295-R26-CO2 1 $417.00 $417.00 Attachments 80" Industrial Bucket Grapple 7168339 1 $5,710.00 $5,710.00 --- Port Relief 6684646 1 $142.01 $142.01 Forestry Cutter, 50 7194306 1 $26,188.00 $26,188.00 --- Engine Compartment Seal kit 7179952 1 $1,024.97 $1,024.97 --- Forestry Applications Kit, M-Series 7230523 1 $7,205.70 $7,205.70 Total of Items Quoted $137,160.68 Discount Wnicipal. Discount ($21,895.02) Discount Municipal Discount ($21,895.02) Quote Total - US dollars $93,370.64 Notes: Municipal Discount EXHIBIT I ric s subject to change without prior notice or obligation. This price. supersedes all preceding price quotes. o.-m.-er-mlusltl,lelxler..c..ise-...h-i,s,,purchase,o tion within 30 d . ......... .. '_ ........... . . . . �y 'fr uot�,,date. .... . ....... . ........... . Quote 3 EXHIBIT 1 Product Quotation Bobcat Quotation Number: CMS -27775 lip Date: 2015 -04 -15 11:33:20 Customer Name /Address : —'-- ,- ,�..,.W..,..- ...Bobcat Dealer � ORDERS Contract Hod BE�PaLACE -_.��� ITH:....... � ��� D WITH: Holder/Manufacturer CITY OF DENTON Ken Bobcat Company Attn: CHARLES ROSENDAHL Bobcat of Dallas, PO Box 6000 1302 SOUTH 1 -35 E West Fargo, ND 58078 DENTON, TX 76208 LEWISVILLE TX 75067 Phone: 701 - 241 -8719 Phone: 469- 586 -0000 Fax: 701 - 280 -7860 Fax: 972 - 221 -3095 Contact: Crystal Stram .... osan com ® sta s ram � o .....m ........ ... .... Description T87O T4 Bobcat Compact Track Loader 100 HP Turbo Tier 4 Diesel Engine 2 Speed Travel Air Intake Heater (Automatically Activated) Auxiliary Hydraulics: Variable Flow Backup Alarm Bob -Tach Bobcat Interlock Control System (BICS) Controls: Bobcat Standard Controls with Power Assist Engine /Hydraulic Systems Shutdown Horn Instrumentation: Engine Temperature &amp; Fuel Gauges, Hourmeter, RPM and Warning Lights Lift Arm Support Part No Qty Price Ea. Total M0295 1 $57,542.80 $57,542.80 Lift Path: Vertical Lights, Front &amp; Rear Operator Cab • Includes: Adjustable Suspension Seat, Top &amp; Rear Windows, Seat Bar and 3 -Point Seat Belt • Roll Over Protective Structure (ROPS) meets SAE - J1040 &amp; ISO 3471 • Falling Object Protective Structure (FOPS) meets SAE - J1043 &amp; ISO 3449, Level I; (Level II is available through Bobcat Parts) Parking Brake: Spring Applied, Pressure Released (SAPR) Roller Suspension with 4 Rollers Tracks: Rubber, 17.7" wide Warranty: 12 Months, Unlimited Hours Factory Install A91 Option Package M0295- P01 -A91 1 $5,925.50 $5,925.50 Cab Enclosure with Heat and AC Deluxe Instrument Panel High Flow Hydraulics Keyless Start Sound Reduction Engine Block Heater Hydraulic Bucket Positioning Attachment Control Kit Power Bob -Tach Cab Accessories Package Selectable Joystick Controls (SJC) M0295- R01 -004 1 $906.50 $906.50 Air Ride Seat M0295- 1105 -C12 1 $209.30 $209.30 Radio M0295- R26 -CO2 1 $291.90 $291.90 Port Relief Valve M0295- A02 -005 1 $169.00 $169.00 Attachments 80" Industrial Bucket Grapple 7168339 1 $3,426.50 $3,426.50 Forestry Cutter, 60" 7194305 1 $18,011.00 $18,011.00 - -- Engine Compartment Seal kit 7179952 1 $814.97 $814.97 - -- Forestry Applications Kit, M- 7230523 1 $5,219.00 $5,219.00 Series Total of Items Quoted Freight Charges Quote Total - US dollars $92,516.47 $1,760.70 $94,277.17 *Prices per the Texas HGAC Contract #EM06 -13. Contract Period: 6 -1 -14 to 5 -31 -2015 *Must be a member of the coop to purchase off contract. *Terms Net 30 Days. Credit cards accepted. *FOB: Origin – Prepay and Add to Quote. *Delivery: 90 August/Sept 2015. *TID# 38- 0425350 *ORDERS MUST BE PLACED WITH: Clark Equipment Company dba Bobcat Company, PO Box 6000, West Fargo, ND 58078. Prices & Specifications are subject to change. Please call before placing an order. Applies to factory ordered units only. JOHN DEERE Julia P41inck City of Denton 215 E' Denton TX 76201 Quote 4 EXHIBIT I Jo�,�tii DEERE UMMURM --- - - ------------ Quot�e Number 150902: CompactTraek Loader 33�3E- TX,rASB Contract 424-13 . ........................... .. --- --- .................... All the prices in the detailed sections are Per machine basis, ".v �hine Cogli ratioti Ll U U 11 Code Description Unit Price 8421T .......... . .. 333E COMPACT TRACK LDR BASE ........... ---- -.- $73,471.00 0800 .......... ...................1111. ................................................................................................................................... . ............................................................................... NO PACKAGE In Base 0980 EH FOOT & JOYSTICK CONTROLS . . $1,315.00 1050 .................... .. ............................................................................................ .... ................................... TWO SPEED SKID STEER In Base 1301 ENGINE TU.... ...... ................ . . ...................................... ................ ...... UO 4TNV94CHT ........... ............................ . ......... . ...... . ............. . .............................. — $2,949.00 ...... . . . . . . . . ......... 1501 ............. .......... .................... -.- "I'l�..�..�..�..�..�..�..�..�..�.I ............. -.- ..... . .. . .... ............... ....... ... ... ........... . . .. ... ... ........... . . . . . . - ----- ENGLISH OP MAN & DECALS . "I'll" I ...... . . . $0.011 2600 ...... . . .................................... . . . . . . ...... . . ................... . . ...... . . . . . . ...... . . ....................... . . .................. . . . . . . . . . ....................................... . ...... . . . . . . . . . ...... WIDE OFFSET BLOCK LUG T . . ................. . . ...................................... . . . . . . . . . . . . . ........................................... . . .. . .. . - In Base 3003 .........3.. ... . ... HIT 14YD & HYD SELF LEVELING .. . ....... ........................ "I'll" $2,384.00 ...0...... 1 .......................................1111... LESS SPD SENSITIVE RD CTL In Base 4001 . .............................. ................................ . ................................................... ..................................... ...... ...... ........... 2" SEAT BELT W/SHOULDERSTRAP ..... ...... . . ............................................ . . .................................... . $210.00 5001 ...... POWER QUIK TATCH .. ..... . . . ...... . . ...... .. . . ...... . . . ......... ........... . . . ... $826.00 5205 .......................................................................... ................................. CAB W/ HEAT,AIR & SEV DTY DR $6,606.00 6002 . ..................... . . ..... ...................... . . ........... .................................... AIR SUSPENSION SEAT (CLOTH) . ...... . $448.00 6500 .... . ................... STANDARD FAN DRIVE "I'll'' In Base 6800 . ..... ........ ..... ............................. . . . ....... . . . . .................. . . ...................... . . ....... . . ....................... . . ...... . . ...... . . . . .......................................................... . . ................................. . . . ..................... . . .......... . . HORN ............................................ . . . - ------ $139.00 7100 Ell PE RMANCE PACKAGE ........ . . ...... ..... - - --I $790.00 8040 1-111-- . . . . ...... . .............................................................. . . ........... BACKUP ALARM ........ ..................................................................................................................... $104.00 8305 2ND SET COUNTERWEIGHT $346.00' 8310 3RD SET COUNTERWEIGHT $346.00 8340 ...................... . . . RADIO, AM/FM/WB W/AUX INPUT . .............. . . ....... $535.00 8395 KEYLESSSTART $395.00 ........... .... 9062 ....... . .......... -- - - - - -- --------- - ------- 84" HD CONST BKT W/ EDGE - --- - ------------- . .... . - --- ----- $1,408.00 Total $92,272.01 Discount (26%) $23,990.72 Net Price $68,281.29 -- ---- . . ................. . . ................ . . Quote Prepared using Direct Sales System Dated:April 15, 2015 Quote Number 150902 EXHIBIT 1 Code Description r Unit Price 0283KV ... 84 " SCRAP GRAPPLE BKT (GS84 ®. e _ - - 0 $5,021.00 .... Total .............. .......... . $5,021.00 .. ......... Discount(20 /o) _ ......................... ____...._____- ...__�..... ___.___........___.__ ��... r._.._____________..__�_....._. ____........�,..r. _. __ $1,004.20I'll Net Price $4,016.80 Code ..... .. Description..,u. - ........ ....... Unk Price 06KOT .1000.... ... MH60C MULCHING HEAD $29 635.00 ... ....... LESS FRONT MULCHING. DOOR B In Base Total $29,635.00 Discount (20 %) $5,927.00 Net Price $23,708.00 Attachments .....__ _ Code Description � � � � Price AT43 2870 SEVERE .DUTY PKG, FORESTRY $3,940.56 Total $3,940.56 Cuslozn .lobs ........_.- ..Coda. .... ...- � ......... ..... �.. � Description Price _:.:........:�w...�ww..�ww.w.. Dealer install Severe Duty Package $3,250.00 Dealer set -up /test mulching head .......... ..............................� ....,.... w _. �..... -.- $400.00 . , .. Total $3,650.00 Quote Summary - Compact Track Loader 333E (per unit) ... ......... ......... ......... ......... .......__ ......... ................................................ .... ............................................... ......... ......... .........,. Item Description Prices Machine Net Price _Attachments — — — — - ----------------------- - - - - -- �.._____-- - -.... - — .... __ - - - $96,006.09 $3,940.5 6... Custom Jobs $3,650.00 Price per acie $103,596.65 Total Net Price (Quantity =) $103,596.65 errs v Ter s 333.E includes Standard Warranty of 12 months, Remarks: Please note that this quote is valid far 30 days. Contact- Nick Hanson; Phone: 309- 765 -0295; Fax: 309 - 765 -3358; Email: HansonNicholasA2 @JohnDeere.com - -PO must be made out to: John Deere Shared Services; 1515 Fifth Avenue; Moline, IL 61265; DUNS #142124762; Tax ID #36- 3387700 Quote Prepared using Direct Sales System Daled:April 15, 2015 Quote Number 150902 w ui 0 ui ui U a- 7 0 u w 0 U- z 0 (1) 0 U ui I-- 0 D CY 0 N CL El E 0 LL CD CD r*l 1�0 00 1�0 CD C� r4 Lr) re) Op E _0 m U rl: rf) Lr; m CD 1-1 CD 4A- q: M 00 CD 00 C) CD Ln 0 u 0 ko Cr� r4 I�i �.o ui r) C: - ii-- 4d)1-1 .- r4 iA - ;-o Ln m ro 0 ) Ln -J U-) W m Ln 10 0 4.1 ro C: U- 4J 4J 4-J 0 Ln u 0 Lon) E Ln ro u CD m -0 ­4 @) Ln Q rN CD 0 m 0 0 r4 1 U') � 4i- ui Q Q 4A- j 4D 4Z 0 C) C:) Q F, U' (1) OL 0 o rl� -- Z .::t < m CD C� 1-1 C� 1.0 Ln CD CD r-I Ln E r-I 1-1 c6 I- 6 4A- Ln �.o Ln r-I U-i �.o Ln fl-� 1. 0 C6 Ln 1 11 u C: Ln r1i 4d).- r-I 4A- m k.0 rn oq Ln 0 W E v Ln U- W 4-J U') LO r) < co ro m c6 0 r4 W ; I 0 U Ln�5 -2 r) 4-� C: �.o ro 0 ui 1: 4A- 0 C: 0 4 r'q C) M C) m ^ 0 u CD 0 u m 2: ro 2 CD r� C> CD CD Un 00 -0 fa U V) m r-I 4A- ;I- C14 'I- r-j -.,- ON CD 00 E 0 m Ln CD Cli Ln 0 1 0) r) Lr� ;1- 1-1 4A- I C: iA- -bq- ro U') 0) (n -�e Ln L- E CD CD 0 _ 0 U- ) Uj 4-J 0 0 1.0 0 C: LL 0) U X 0 E E CD m u m 0 ro M �,- ­4 Q co ­4 -0 0 a- E U) r- o ro —" CP t j CD co 0) " ro �2 UJ Q~ < 4A- < C) Q U LL (D o < M=l CD 3: " u CD r*l CD C� CD q CD q a) 00 rN U Ln r" m CD 4A- CD 4A- CD 6 C) a) u C: u CD 00 E 0 kc� Cr� Ln Cli a Lr) 0 u C: r) Lr) 1-1 r1i C) C� m > jo CP (f) 4-J E CD 0 _0 (!) W C: LL 0 u o x CaJ 0) &I m 0 co E ro 0) u 0 Q �o 0 a- E 00 0 ro co 0) " ro '2 ui < Ln 0 CY) 0 C) Q U LL - Fo U 0 >, CD CO -,Cj j- m u Z 0 0 Z 0 w C) 0 z W I C) D 0 w 0 u Lf) W (1) co C) (1) Z 0 < LU Inium 0 < co :D IL < LL F5 Z I Ul) D 0 z I I E 0 LL Bobcat Quote 1 EXHIBIT 2 Product Quotation Quotation Number: CMS- 27771v1 Date: 2015 -04 -15 12:12:39 Customer Name /Address: Bobcat Delivering Dealer ORDERS TO BE PLACED WITH:. 1 $997.50 Contract Holder /Manufacturer CITY OF DENTON Ken Bobcat Company Attn: CHARLES ROSENDAHL Bobcat of Dallas, PO Box 6000 1 $805.00 1302 SOUTH 1 -35 E West Fargo, ND 58078 DENTON, TX 76208 LEWISVILLE TX 75067 Phone: 701 - 241 -8719 $60,206.27 Phone: 469- 586 -0000 Fax: 701 - 280 -7860 Fax: 972 -221 -3095 Contact: Crystal Stram Crystal stram ()doosan com Description Part No Qty Price Ea. Total A770 T4 Bobcat All -Wheel Steer Loader M0287 1 $45,649.80 $45,649.80 92 HP Turbo Tier 4 Diesel Engine Instrumentation: Hourmeter, Engine Temperature &amp; Fuel 2 -Speed Travel Gauges, Warning Lights Air Intake Heater (Automatically Activated) Lift Arm Support Auxiliary Hydraulics: Variable Flow Lift Path: Vertical Backup Alarm Lights, Front &amp; Rear Bob -Tach Operator Cab Bobcat Interlock Control System (BICS) • Includes: Adjustable Suspension Seat, Dome Light, Controls: Joystick Style with Hand Lever and Foot Pedal for Engine Electrical Power Port, Top &amp; Rear Windows, Seat Speed Control Bar, 3 -Point Seat Belt Dual Steering Modes: 0 Roll Over Protective Structure (ROPS) meets SAE- • All -Wheel Steer Mode J1040 &amp; ISO 3471 • Skid -Steer Mode 0 Falling Object Protective Structure (FOPS) meets SAE - Engine /Hydraulic Systems Shutdown J1043 &amp; ISO 3449, Level I; (Level II is available Horn through Bobcat Parts) Tires: 12 -16.5, 12 PR, Bobcat Heavy Duty Parking Brake: Spring Applied, Pressure Released (SAPR) Warranty: 12 Months, Unlimited Hours Factory Install A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob -Tach M0287- P01 -A91 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit Cab Accessories Package Dealer Installed Forestry Applications Kit, M- Series Engine Compartment Seal kit Attachments 74" C/I Heavy Duty Bucket - -- Bolt -On Cutting Edge, 74" - -- Bolt -On Side Cutting Edge Kit - C/I Heavy Duty Pallet Fork Frame, Heavy Duty - -- 48" Pallet Fork Teeth Quote Total - US dollars 7230523 7179952 6732305 6718007 6732415 7109332 6541518 1 $5,925.50 $5,925.50 1 $5,219.00 $5,219.00 1 $814.97 $814.97 1 $997.50 $997.50 1 $252.50 $252.50 1 $157.00 $157.00 1 $805.00 $805.00 1 $385.00 $385.00 $60,206.27 *Prices per the TX - Buyboard Contract# 424 -13. Expires: 9 -30 -2016 *Must be a Coop Member to purchase off contract *Terms Net 30 Days. Credit cards accepted. *FOB Destination within the 48 Contiguous States. *Delivery: August/Sept 2015 from ARO. *State Sales Taxes apply. *ORDERS TO BE PLACED WITH: Clark Equipment Company dba Bobcat Company, PO Box 6000, West Fargo, ND 58078 Prices & Specifications are subject to change. Please call before placing an order. Applies to factory ordered units only. Quote 2 EXHIBIT 2 Product Quotation Quotation Number: CMS- 27776vl Date: 2015 -04 -16 08:30:11 Customer Name /Address: Bobcat Dealer ORDERS TO BE PLACED WITH; Contract Holder /Manufacturer CITY OF DENTON Ken Bobcat Company Attn: CHARLES ROSENDAHL Bobcat of Dallas, PO Box 6000 1302 SOUTH 1 -35 E West Fargo, ND 58078 DENTON, TX 76208 LEWISVILLE TX 75067 Phone: 701 - 241 -8719 Phone: 469- 586 -0000 Fax: 701 - 280 -7860 Fax: 972 - 221 -3095 Contact: Crystal Stram Crystal stram @doosan.com Description Part No Qty Price Ea. Total A770 T4 Bobcat All -Wheel Steer Loader M0287 1 $45,649.80 $45,649.80 92 HP Turbo Tier 4 Diesel Engine Instrumentation: Hourmeter, Engine Temperature & Fuel Gauges, 2 -Speed Travel Warning Lights Air Intake Heater (Automatically Activated) Lift Arm Support Auxiliary Hydraulics: Variable Flow Lift Path: Vertical Backup Alarm Lights, Front & Rear Bob -Tach Operator Cab Bobcat Interlock Control System (BICS) • Includes: Adjustable Suspension Seat, Dome Light, Controls: Joystick Style with Hand Lever and Foot Pedal for Engine Electrical Power Port, Top & Rear Windows, Seat Bar, Speed Control 3 -Point Seat Belt Dual Steering Modes: 0 Roll Over Protective Structure (ROPS) meets SAE- • All -Wheel Steer Mode J1040 & ISO 3471 • Skid -Steer Mode 0 Falling Object Protective Structure (FOPS) meets SAE - Engine /Hydraulic Systems Shutdown J1043 & ISO 3449, Level I; (Level II is available through Horn Bobcat Parts) Tires: 12 -16.5, 12 PR, Bobcat Heavy Duty Parking Brake: Spring Applied, Pressure Released (SAPR) Warranty: 12 Months, Unlimited Hours Factory Install A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob -Tach M0287- P01 -A91 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit Cab Accessories Package Dealer Installed Forestry Applications Kit, M- Series Engine Compartment Seal Kit Attachments 74" C/I Heavy Duty Bucket - -- Bolt -On Cutting Edge, 74" - -- Bolt -On Side Cutting Edge Kit - C/I Heavy Duty Pallet Fork Frame, Heavy Duty - -- 48" Pallet Fork Teeth Total of Items Quoted Freight Charges Quote Total - US dollars 7230523 7190789 6732305 6718007 6732415 7109332 6541518 1 $5,925.50 $5,925.50 1 $5,219.00 $5,219.00 1 $815.00 $815.00 1 $997.50 $997.50 1 $252.50 $252.50 1 $157.00 $157.00 1 $805.00 $805.00 1 $385.00 $385.00 $60,206.30 $1,018.30 $61,224.60 *Prices per the Texas HGAC Contract #EM06 -13. Contract Period: 6 -1 -14 to 5 -31 -2015 *Must be a member of the coop to purchase off contract. *Terms Net 30 Days. Credit cards accepted. *FOB: Origin — Prepay and Add to Quote. *Delivery: August/September 2015 from ARO. *State Sales Taxes apply. *TID# 38- 0425350 *ORDERS MUST BE PLACED WITH: Clark Equipment Company dba Bobcat Company, PO Box 6000, West Fargo, ND 58078. Prices & Specifications are subject to change. Please call before placing an order. Applies to factory ordered units only, Julia 141inck City of Denton 215 E McKinney Denton TX 76201 Mai Quote 3 EXHIBIT 2 JOH N (')E r'4 c." '� ... ... . . I MMEI� -Quote Number 150908 : Skid Steer Loader 332E- TX TASB 424-13 All the prices in the detailed sections are Per machine basis. A" a Alone - —C 4) 1 Lft g j, —ra —1i (Aj Code Description Unit Price 841 IT ........... . .... 332E SKID STEER LOADER BASE . . ........... $52,417.00 0800 NO PAC ------------- --- ------- - - In Base - - ------------------- --------- ----- - . . 0980 ------- -------- I ... . . . . . ... . . ..... . . . ......... . ..... . . . ....... . ...................... . .................................................. ... EH FOOT & JOYSTICK CONTROLS .......................... .. - - — --------- ------------- - $1,315.00 1050 . .............. . . . . . . . . . ...... TWO SPEED SKID STEER ------- - - - --------- - - - - - - - - - - - - - - ----- - - -- - $2,483.00 -------- --------------- — 1301 - - - - - - -- - -. -.- --------- --------------------------- -------- ----------------- ENGINE TURBO 4TNV94CHT $2,339.00 1-1-111111111111111111- 1501 — --------- - ----- ........................... . . . . . ...... . . . . . . . . . . . . . ENGLISH OP MAN & DECALS -- - - ------------ --- — $0.01 ....... ... ....... ...... ....... ................................ 2330 . . ................. . . 14X 17.5 12 PR SKS XTRA WALL $2,887.00 ---- - ------- - - ---------------- 3003 - . ....... . . . . . -- - - - - -- . . . . . . . . . ..................... . . . . . . .............................................................. HIT HYD & HYD SELF LEVELING . . . . ... .. ....... - ------ $2,384.00 3101 .............. LESS SPD SENSITIVE RD CTL ............ ®a ...... . .. . . . . . . . . . ....... . ................... . . . ................... . In Base ................. ................. .............................. . ......... . . ....... . ....... . 1-111-1 --- I ---- I ------- 4001 ---- . .......... .. 2" SEAT BELT W/SHOULDERSTRAP --- ----------------- $210.00 . ...... .. . . . ........... - ------ - ---- -- -------- - - 5001 .. .. . . . ........................ - ---------- - - --- -- . . . ........ . . .................................. . . . . ........................... ...... POWER QUIK TATCH $826.00 5205 CAB W/ HEAT,AIR & SEV DTY DR ----------- ------------ . ............ . . . . . ............. $6,606.00 .............................................. . ................................ ------ - ------ - - --- 6002 - -- - ----- ------------------------------------------------ - --------------------------- --------- . ........... ... AIR SUSPENSION SEAT (CLOTH) ............. . . ... 1111 $448.00 ........................ .................... 6500 . . STANDARD FAN DRIVE . . . ........ In Base . ...................... --- . ......... -, . 1-1-1 . . 6800 . ... .. ................. . . ... . ... - -- ------------ ------------- - - - - --- — --- --------- . ........ . ....... HORN . . . . . . . . . . . ............ . ................. . ............ . $139.00 ..................................... . . . . ..... ... .. -------------------------------------------- ........ ............ . ....... ........ .... . .. . ..... .............................................. . ... ...................... .... PACKAGE $790.00 8040 BACKUP ALA -------- - ---- ---------------------------------------- - --- $104.00 .... . ....... ...... . ...... ........... . .............. . . . . I- I-- --- 8305 . . . ........... . . ..... . ..... . ........... . . . . . ........... . 2ND SET COUNTERWEIGHT -- - ------------ . .... . $346.00 ..... . . ........... . . ........................... - 8310 - -------- - --------- - --- - - ---- ----------------- -- . . . . . . . ................................................ ........... 3RD SET COUNTERWEIGHT - $346.00 8340 ..................................... . ............. . . ........ -- . . ........................................ . . . . RADIO, AMJFM/WB W/AUX INPUT . . ..... ................. ----------- ----- - ------------ ------ - - --- $535.00 - - - --------- 8395 ------ . . . . . . . . .............. . . ........................... - ------ ..... KEYLESS START . ............ ------- $395.00 . ........... ---. 9062 . . . . . ........... - --------- 84" HD CONST BKT W/ EDGE $1,408.00 Total $75,978.01 Discount F(28- .1 $21,273.84 Net .Price I . $'5'4,7""0"4"."1"7 Code Description Unit Price Quote Prepared using Direct Sales System Dated:April 16, 2015 QuoteNumbu 150908 EXHIBIT 2 ...................... . . . ..... . . ...................... . . .. ...... .... .................. - ---------------------------------- - -------- - --- 1570T FORK, HEAVY DUTY PALLET 48" ................................. . ............... . ........................... . . . . . . . . . . . . . . . . . . — -- - - --------- ------ - ......... ­ $1458.00 --- --- ­11", Total $1,458.00 . ___ - .. __ Discount (20%) . . . ........................................ .......................... ................ $291.60 Net Price ............ .......... ..................... .. .. ...................... _ ........................... ... .......... ­­ ........ . $1,166.40 ... . ............ . . .... ....................................................... ............ ........ - - - ----- ---- ---- Code . Description Price AT432870 ... ............................... ............................ .. ......... . . ..................... .... .............. .................. ..................................................................................................... .......... .... . ....... SEVERE DUTY PK.G, FORESTRY . . . . . . ........................................... . . . . . . . . . . . . ....................................................................................................... . ........... . . ..... $3,940.56 Total ...................................... ........................................................... . . ..... ......... . . $3,940.56 ........................ . . ...... . . . .................. . - Custom Jobs ... ..... .. ...... ...... ...... ... . ............ . ....... . Code ....... - — --------- -- --tion Description Prj � ce Dealer install Severe Duty Package ................ . $3,250.00 .......................... ....... Total ................. ........................................................................... . ................... ...... . .... ......... . ................................... . . ........ ------------------------------ ------------------ $3,250.00 --------------- . .. . ................ . . .. . — Quote Summary - Skid Steer Loader 332E (per unit) ................... .... . . ... .............. . . . Item Description . . .. . .... . . ............... _ .. . ..... . . . . ................................. .. . ..................................... — ----- Prices . . . . . Machine Net Price ­­­........... ...... . . .. . . . . ............ . ..... . ..... -- - - - -------------- ------------------- - ------- ---------------- ---- - - - - ----- ---------- $55,870.57 --- I'. l---.. Ill'-,.1-111,�__--.. 'll'I Attachments ............................................................... . ---------- — ----------------- $3,940.56 Custom Jobs $3,250.00 ....... .. . ...... . . . .... Price per Machine $63,061-ii Total Net Price (Quantity 1) $63,061.13 Warranty Terms 332E includes Standard Warranty of 12 months. Remarks: Please note that this quote is valid for 30 days. Contact- Nick Hanson; Phone: 309-765-0295; Fax: 309-765-3358; Email: HansonNicholasA2@JohnDeere.com --PO must be made out to: John Deere Shared Services; 1515 Fifth Avenue; Moline, IL 61265; DUNS #142124762; Tax ID #36-3387700 Quote Prepared using Direct Sales System DaredApril 16, 2015 Quote Number 150908 Contact: Ken Peterson Phone: 469 586 0000 Fax: 972 221 3095 Cellular: 214-676-2951 E Mail: .......... _Kp rson bobcat-ofdallas.com - — ------- - -- - ---- - ------------- ----- Description A770 T4 Bobcat All-Wheel Steer Loader 92 HP Turbo Tier 4 Diesel Engine 2-Speed Travel Air Intake Heater (Automatically Activated) Auxiliary Hydraulics: Variable Flow Backup Alarm Bob-Tach Bobcat Interlock Control System (BICS) Controls: Joystick Style with Hand Lever and Foot Pedal for Engine Speed Control Dual Steering Modes: All-Wheel Steer Mode Skid-Steer Mode Engine/Hydraulic Systems Shutdown Horn Factory Installed A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob-Tach Part No Qty Price Ea. Total M0287 1 $68,937.00 $68,937.00 Instrumentation: Hourmeter, Engine Temperature &amp; Fuel Gauges, Warning Lights Lift Arm Support Lift Path: Vertical Lights, Front &amp; Rear Operator Cab Includes: Adjustable Suspension Seat, Dome Light, Electrical Power Port, Top &amp; Rear Windows, Seat Bar, 3-Point Seat Belt Roll Over Protective Structure (ROPS) meets SAE-J 1040 &amp; ISO 3471 Falling Object Protective Structure (FOPS) meets SAE- J1043 &amp; ISO 3449, Level I; (Level 11 is available through Bobcat Parts) Parking Brake: Spring Applied, Pressure Released (SAPR) Tires: 12-16.5, 12 PR, Bobcat Heavy Duty Warranty: 12 Months, Unlimited Hours M0287-POI-A91 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit Cab Accessories Package Dealer Installed Engine Compartment Seal Kit Forestry Applications Kit, M-Series Attachments 74" C/I Heavy Duty Bucket --- Bolt-On Cutting Edge, 74" --- Bolt-On Side Cutting Edge Kit-C/I Heavy Duty Pallet Fork Frame, Heavy Duty 48" Pallet Fork Teeth WIM, a • •-• I Discount Commercial Discount Discount Commercial Discount Quote Total - US dollars 7190789 7230523 6732305 6718007 6732415 7109332 6541518 $8,465.00 $1,024.97 $7,205.70 $1,580.20 $241.86 $136.72 $1,343.20 $608.70 $8,465.00 $1,024.97 $7,205.70 $1,580.20 $241.86 $136.72 $1,343.20 $608.70 .I � EXHIBIT 2 All prices subject to change without prior notice or obligation. This price quote supersedes all preceding price quot Customer must exercise his purchase oplion within 30 divs from (Molle date. i EXHIBIT 3 From: Kader, Terry Sent: Monday, April 20, 2015 1:00 PM To: Brock, Elton D Cc: Rosendahl, Charles Subject: Bobcat purchase Elton, Fleet Services is recommending purchasing a "Bobcat" brand skid loader for future City purchases. The City has purchased several Bobcat loaders in the past for various departments to include many of the attachments that can be used with them. These attachments are not always interchangeable due to the advanced electrical and electronic control systems on some other brands of loaders. We found this out after purchasing a John Deere loader when the dealer provided an interface electrical cable to operate the bobcat attachments and some of the functionality was lost. The City Departments currently has several attachments to work with the Bobcat and it is not feasible to replace them each time a loader is purchased. Thanks, Terry Terry Kader, CPFP Fleet Services Superintendent 940 - 349 -8729 940 - 390 -0226 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD April 27, 2015 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, April 27, 2015 at 9:06 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Secretary Randy Robinson, Barbara Russell, Lilia Bynum, and Charles Jackson Absent: Chairman Dick Smith, Vice Chair Billy Cheek and Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: George Campbell, City Manager OPEN MEETING: CONSENT AGENDA: 2. Consider recommending 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 two (2) skid -steer loaders for the City of Denton Solid Waste Landfill and Wastewater Collections Departments; and providing an effective date (File 5813- skid -steer loaders awarded to Bobcat Company in the amount of $152,722.74). Motion was made to approve item 2 by Board Member Bynum with the second by Board Member Jackson. The vote was 4 -0 approved. Adjournment: 9:41 a.m. EXHIBIT 4 ORDINANCE NO. 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 TWO (2) SKID STEER LOADERS FOR THE CITY OF DENTON SOLID WASTE AND WASTEWATER COLLECTIONS DEPARTMENTS; AND PROVIDING AN EFFECTIVE DATE (FILE 5813 AWARDED TO BOBCAT COMPANY OF DALLAS IN THE AMOUNT OF $152,722.74). WHEREAS, pursuant to Ordinance 2005 -034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 5813 Bobcat Company $152,722.74 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board 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 accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. EXHIBIT 4 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5813 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -353, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance providing for the expenditure of funds for the emergency cleaning of the Lake Ray Roberts Water Treatment Plant Supply Pipeline in accordance with provisions of Section 252.022 of the Local Government Code exempting such purchases from requirements of competitive bidding; and providing an effective date (File 5684- awarded to Archer Western Construction, LLC in the amount of $265,818.12 and File 5711 awarded to Clean -Co Systems, Inc. in the amount of $224,493.10). The Public Utilities Board recommends approval (4 -0). FILE INFORMATION This item is for the emergency cleaning of zebra mussel infestation from the Lake Ray Roberts Water Treatment Plant Pipeline. This required a two step process of installing access manways (performed by Archer Western Construction, LLC) and then cleaning the pipe and removing and disposing of the zebra mussels (Clean -Co Systems, Inc.). By taking emergency action, city staff helped to ensure an efficient infrastructure by assuring that the City's water supply from Lake Ray Roberts is not diminished by the presence of zebra mussels during the summer of 2015. A detailed description of the process that was used is included in the attached Public Utilities Board agenda information sheet (Exhibit 1). 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. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 27, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve expenditures associated with the emergency cleaning of Lake Ray Roberts Water Treatment Plant Supply Pipeline in the amount of $265,818.12 as awarded to Archer Western Construction, LLC (File 5684) and in the amount of $224,493.10 as awarded to Clean -Co Systems, Inc. (File 5711). City of Denton Page 1 of 3 Printed on 5/1/2015 File #: ID 15 -353, Version: 1 PRINCIPAL PLACE OF BUSINESS Archer Western Construction, Inc. Irving, TX ESTIMATED SCHEDULE OF PROJECT Clean -Co Systems, Inc. Channelview, TX The zebra mussel cleaning and disposal was completed on March 30, 2015. The City currently has a contract with the engineering firm of ARCADIS U.S. Inc., to perform a zebra mussel study for both of its water treatment plant facilities. The firm is tasked with producing a preliminary design report on how the City can control zebra mussels for all of the water treatment structures and pipelines. City staff will continue to monitor and clean the Ray Roberts pipeline as needed and monitor the Lake Lewisville facilities that to date have no visible mussels within its system. FISCAL INFORMATION Funding for this project was included in the Water Production 2015 Capital Improvement Project Plan account# 630323517.1360.40100. Purchase Order 170748 was issued to Archer Western Constriction, LLC in the amount of $265,818.12 on November 12, 2014. Purchase Order 171258 was issued to Clean -Co Systems, Inc. on December 22, 2014 in the amount of $182,324. This amount was only an estimate based on anticipated work hours and equipment. Due to a larger than expected accumulation of mussels, and longer work hours, additional invoices have been submitted in the amount of $41,259.10 making the final cost for Clean -Co Systems, Inc. services to be $224,493.10. EXHIBITS Exhibit l: Public Utilities Board Agenda Information Sheet Exhibit 2: Declaration of Emergency Exhibit 3: Archer Western Contract Exhibit 4: Raw Water Transmission Line Map Exhibit 5: Clean -Co Contract Exhibit 6: Hydro Blasting Process Sheet Exhibit 7: Public Utilities Board Draft Minutes Exhibit 8: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 2 of 3 Printed on 5/1/2015 File M ID 15 -353, Version: 1 For information concerning this acquisition, contact: Tim Fisher at 349 -7190. City of Denton Page 3 of 3 Printed on 5/1/2015 EXHIBIT 1 PUBLIC UTILITIES BOARD AGENDA ITEM #4 AGENDA INFORMATION SHEET AGENDA DATE: April 27, 2015 DEPARTMENT: Water Production UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider recommending approval of "Declaration of an Emergency" and associated cost in the amount of $490,311.22 for cleaning zebra mussel infestation from the Lake Ray Roberts water treatment plant supply pipeline. BACKGROUND Zebra Mussels were found in Lake Ray Roberts in July 2012 and observed in small numbers at the Ray Roberts water treatment plant in 2013. The reduced capacity of the Lake Lewisville water treatment plant during the rehabilitation prohibited pipeline inspection at the Ray Roberts plant until early months of 2014. In February 2014, staff videotaped a small portion of the Ray Roberts raw water supply piping, and saw the extent of the zebra mussel infestation. Staff researched on various technologies for pipeline cleaning and selected the technology that best addressed the nuances of our piping system around September of 2014. Strategically placed man - ways or access points were installed to perform the cleaning and proper disposal of the removed mussels. A pipeline cleaning company cleaned the pipeline section by section, disposed the removed mussels and the staff performed a post -clean video inspection. The United States Army Corp of Engineers ( USACOE), who we (Denton Water Utilities) share the outlet structure piping of the dam with, had scheduled a project to perform zebra mussel cleaning for a portion of the outlet structure which is under their authority. For the USACOE to perform their cleaning project, all water flow through the Lake Ray Roberts Dam intake structure had to be shutoff. This in turn would shut off the water supply to the Lake Ray Roberts water treatment plant. Staff had coordinated Denton's project with the USACOE's project to reduce the downtime of the water treatment plant. Cleaning the pipeline during the winter should ensure the Lake Ray Roberts water treatment plant will not experience a volume reduction from continued mussel growth and or mussel die off this spring and summer. Pipeline Man -Way Access Addition Three construction firms that specialize in large diameter water pipeline work, and that Denton Water Utilities had contracted with in the past, were sent a scope of work for installing the man - ways. Each of the three firms responded with a lump sum price. Two of the three quotes were competitive with the third firm more than double in price. Archer Western Contractors, LLC.; the contractor that originally installed the Lake Ray Roberts raw water pipeline in 2002 and built the water treatment plant had the lowest price and the shortest lead time for material delivery. Archer Western installed the man -ways in a week in December, 2014. The quotes received to AIS — PUB Agenda Item 44 EXHIBIT 1 April 27, 2915 Page 2 of 3 purchase and install the seven man -ways were $265,818.12 from Archer Western, $284,507.50 from BAR Constructors and $570,000.00 from SJ Louis. Pipeline Cleaning A scope of work including camera inspection of the pipeline, cleaning the zebra mussels from the pipeline walls and then vacuum and disposal of the removed mussels was sent to two (2) pipeline cleaning companies, Aqua Drill International and Clean -Co Inc., both from Houston. We were unable to find a third firm to accept the scope of work and submit a quote for the pipe cleaning due to the workload from oil refineries pipe cleaning work in Houston area. Aqua Drill International removed scale buildup in water pipelines at the Lake Lewisville water treatment plant in the past and was the low bidder with a bid amount of $173,473.00. This bid amount did not include the price of diesel fuel or the rental cost for an air compressor. Clean -Co's quote was in the amount of $182,324.00 including the cost of diesel fuel and air compressor. Both companies proposed using a similar technology to clean the pipe. Aqua Drill International was unable to perform the work within our time schedule so we contracted with Clean -Co. Clean -Co was able to meet our time schedule and performed mussel cleaning, mussel collection and disposal in 17 days in March, 2015. Pre -clean video inspection was abandoned because the camera could not move through the mass of dead mussel shells that had accumulated at the bottom of the pipe and poor quality of the video. Since Clean -Co's video quality was unsatisfactory we did not use their services for any post cleaning inspection work. We did renegotiate their invoice to remove the pre and post video services. We were able to perform post clean video inspection using the City's sewer department camera crew and equipment. The cleaning process was generally satisfactory. The mussels were trucked to the Denton Landfill as approved by the Texas Commission on Environmental Quality (TCEQ). It is estimated that 25 cubic yards of mussel and sludge were disposed of in the City's landfill. The plant was scheduled to be off -line for two weeks, February 16th to 28th for cleaning the raw water supply line but the inclement winter weather and larger than expected accumulation of mussels in an area not as accessible as the majority of the pipeline required three more days to complete the job. The cleaning crew worked 12 hours each day, except for the days it was unsafe to travel, and thru the weekends and completed the work on Wednesday, March 4th. The USACOE's cleaning project was started simultaneously on 16th February. They were also having difficulty in continuing their project due to the winter storms, not working thru the weekends and high moisture issues from the dam intake gates leaking into their construction area. The USACOE's wetwell cleaning and painting work was completed on Monday March 30th, almost a month later than their scheduled completion date. What'% Next We are in contract with the Engineering Firm, ARCADIS U.S. Inc., to perform a zebra mussel study for both water treatment plant facilities. The consultant will produce a preliminary design report on how we can control zebra mussels for all of the water treatment structures and pipelines. Until we have designed and implemented solutions for the control of zebra mussels, we will continue to monitor and clean the Ray Roberts pipeline as needed and monitor the Lake Lewisville facilities that to date have no visible mussels within its system. EXHIBIT 2 Vendor: Archer Western Construction, LLC. and Aqua Drill International Commodity /Service: Water Line Construction and Pipeline Cleaning Estimated expenditure for the above commodity or service: $ 500,000.00 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; 2. A procurement necessary because of unforeseen damage to public equipment, machinery, or other property; Brief Description/Justification for exception: Staff just recently determined the best fit technology to clean the zebra mussel infestation from the Lake Ray Roberts water treatment plant supply pipeline. Because zebra mussels are becoming more of a problem at Lake Ray Roberts the United States Army Corp of Engineers (USAGE) has also scheduled a similar zebra mussel cleaning project at the Lake Ray Roberts Dam that will completely disrupt water supply to the Lake Ray Roberts water treatment plant. In order to reduce the water plant's downtime Staff is working with the USACE to schedule and install the man -ways required to access our pipeline so that the projects can be done at the same time. Once the man -ways are installed and tested, the pipeline cleaning company will perform the zebra mussel cleaning and disposal. Respectfully SuI)Ni,iiftcd by, RevieAcd by: Reviewed By: )/A&� ........ . . 11 4 o Dept.L it pct ,re) Date ldto6'13rock Date Anita Burgess Purchasing Manager City Attorney Approved by: ttco c Campbell Date City Manager This form must be attached to a purchase requisition if the expenditure is under $50,000. (4 Date This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds $50,000. EXHIBIT 2 Brock, Elton D From: Fisher, Timothy S. Sent: Wednesday, November 05, 2014 4:22 PM To: Brock, Elton D Cc: Martin, Howard; Coulter, Jimmy D.; Markham, Randy L. Subject: Zebra Mussel cleaning project at Lake Ray Roberts Elton — some additional information related to the project and our administrative decision to declare an emergency to expedite the procurement process. The USACOE has recently contracted with MILCON Construction, LLC to do some Zebra Mussel Control work at the Lake Ray Roberts Dam and Outlet Control Structure. The contract scope includes work to install new trash racks on the dam outlet works structure and to clean and coat the Low Flow Service Gate Wet Well Structure. This contract will begin November 17th until March 17th and will require between three to six weeks of system shutdown to facilitate. Since these facilities are used by the city to supply water to the Lake Ray Roberts Water treatment Plant, it is imperative that we also be in a position to coordinate this needed plant shutdown window for installation of our access man ways on the city owned raw water pipelines between the USACOE outlet works and the Lake Ray Roberts WTP. Estimated construction time to fabricate the man ways is between five to six weeks and install them is about two to three weeks. We are also projecting and additional two week period to have a separate pipeline cleaning contractor come in to remove the zebra mussels one the pipeline contractor has completed the access man ways. To minimize the total plant shutdown time frame to facilitate both projects (the USACOE's and the City's) requires an expedited procurement process. Plant shut down is a managed risk and needs to occur during the winter months when water demands are at their lowest. Tim Fisher, P.E. Water Utilities Division Manager 940 - 349 -7190 Tim.Fisher @citvofdenton.com 1 EXHIBIT 3 STATE OF TEXAS § COUNTY OF DENTON § CONTRACT AGREEMENT #5684 BY AND BETWEEN CITY OF DENTON, TEXAS AND ARCHER WESTERN CONSTRUCTION, INC. THIS CONTRACT is made and entered into this 6th day of November 2014, by and between ARCHER WESTERN CONSTRUCTION, INC. a corporation, whose address is 1411 Greenway Drive, Irving, Texas 75038, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. WITHNESSETH: That for and in consideration of the payments, covenants and agreements contained herein, and under the conditions expressed in the bonds attached hereto, Contractor agrees with the Owner to commence and complete the performance of the work specified within the agreement, in the amount of $265 818.12 and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the provisions of this Contract, and the Contractor's proposal, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A — Exhibit I". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Contractor Proposal and Pricing (Exhibit "A ") (b) Negotiated Scope of Work and Services and Technical Requirements, Drawings, Graphs, Charts, etc. (Exhibit "B"); (Technical Specifications and Drawings are available at the Office of the Purchasing Manager and at 1!rt a:!/ vw c tylafl r�4 c utm l Ia. �a ,txlfa�is�- ry a s /d(,L) ,tnients:g.L)Ln ntt r sIT manazement- nurchasine- distribution - center- (c) Contractor Payments and Performance Milestones (Exhibit "C"); (d) City of Denton Standard Terms and Conditions and Contractual Requirements (Exhibit "D "} (e) Special Terms and Conditions (Exhibit "E"); (f) Payment and Performance Bonds (Exhibit "F "); (g) Insurance Requirements and Documents from Contractor (Exhibit "G "); (h) Contractor's Business Information (Exhibit "H"); (i) Conflict of Interest Questionnaire (Exhibit "I "); 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 this written Contract, and then to the contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ARCHER WESTERN CONSTRUCTION, LLC. By: AUTHORIZED SIGNATURE TYPED NAME': Daniel P. Walsh TITLE: President 972 457- 8500 PHONE NUMBER tvick elsh rows .yarn E -MAIL AD DI BSS r CITY OF DENTON, TEXAS A Texas Municipal Corporation By. GE ,. CA , MPBEL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY DR ' ED AS 70 LEGAL FORM: BURGESS, CITY ATTORNEY By .. EXHIBIT 3 Exhibit A Contract Pricin Details EXHIBIT 3 October 22, 2014 City of Denton Water Production Attn: Mamun Yusuf, P.E. Via email: mamun.yusuf @- cityofdenton.com Re: Install Access Manways on Existing 60 "/42" Raw Water Pipeline Dear Mamun: Thank you for giving us an opportunity to provide a quote for your needs to add seven access manways to your raw water line. Archer Western proposes to perform work as it is understood with the following clarifications to our pricing: • 36" diameter manways and blind flanges w 12" plugged tap and lifting handles • All native material to be reused, no importing of material or haul off • Coordination will be through The City of Denton, any USCOE coordination, permitting, or approvals will be made by The City of Denton • Dewatering of the line is not included, it is assumed the line will be drained by plant personnel • No cleaning of the pipe or zebra mussel mitigation /disposal in included, if needed this can be provided on T &M basis. • Domestic pipe material cost was not included due to price and lead time. Manways are currently 4 -5 weeks following release. • Pricing is good through the end of 2014 with the expectation the project begins prior to then. • Bonds Included Our price for this work is $265,818.12. If there are any questions, please do not hesitate to contact me. Respectfully, Travis Vick Project Manager Archer Western Construction, LLC Archer Western Construction, LLC 1411 Greenway Drive Irving, TX 75038 Ph: 972- 457 -8500 Fax: 972- 457 -8501 tvick @waishgroup.com EXHIBIT 3 Exhibit B EXHIBIT 3 Scope of Work The intent of this Contract is to obtain complete construction of the Lake Ray Roberts Man -Ways that will serve as an entry point to the Water Pipeline. The work is described in detail in the Technical Specification and the Drawings of this Contract. The proposal submission shall accurately describe the Contractor's understanding of the objectives and scope of the requested construction and provide an outline of the process to complete the requirements of the project. Special Conditions and Additional Requirement(s): Additional safety precautions shall be instituted by the awarded contractor, as the work environment will be in an area where citizens and employees may be present, and work safety must be coordinated with the owner. 2. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. 3. It is understood that the basis for payment on the work to be done according to the final plans and specifications shall be a lump sum fee as set forth in Contractor's Proposal. Respondent is responsible for making his own quantity estimates and pricing from his own examination of the work to be done. 4. A schedule of Respondent's Quantities and Unit Prices is to be filled out as a part of their proposal of construction services to the City of Denton. Extensions of units and unit prices must total up correctly. CONTRACT ADMINISTRATION SUBMITTALS and REQUIREMENTS A. General: the General Conditions, Supplementary Conditions and Special Conditions provide definite times for Contractor to submit certain lists, qualifications, price breakdowns and schedules for administrative procedures including but not necessarily limited to the following: B. List of Subcontractors: before the execution of the Contract, the respondent awarded the contract will submit to the Owner for approval a list of all Subcontractors, and /or his major Subcontractors, proposed to use. This list will include each Subcontractor's correct name, mailing address and phone number. C. Contractor'sSuperintendent: The Contractor shall submit the name and qualifications of the person designated as Project Superintendent withinten (10)daysofthereceiptoftheNoticeof AwardLetter. D. Contract Price Breakdown: upon executionoftheContract, the Contractor shall submit to the Owner for approval a breakdownof theContraetprice, itemizing material and labor for various classifications of work. 1. The Owner will provide forms entitled "DETAILED ESTIMATE" for the Contractor to use to prepare the breakdown. The Owner will also provide an example for the Contractor to generally follow to prepare the breakdown. EXHIBIT 3 2. Unit Price items will be multiplied by the estimated quantities to give the item totals. The total item will then be divided into "material" and "labor" and listed on the breakdown. The breakdown of unit price items into material and labor is required so the Owner may make progress payments on materials delivered before the labor is performed. E. WorkPro gres s Schedule: Within7 days of receipt of a Work Order, the Contractor shall submit in duplicate to the Owner for approval an estimated progress schedule for the work in relation to the entire project. The Owner will provide forms entitled "PROPOSED SCHEDULE" for the Contractor to use to prepare his progress schedule. The form is a bar chart with time across the top and work item down the side. The Contractor will fill out this form listing the work items and show the beginning and ending dates for each item. The Owner will provide an example for the Contractor to generally follow to prepare the progress schedule. F. EstimatedPavmentSchedule: Prior to starting work, the Contractor shall submit to the Owner an estimate of his monthly payment requests. This shall be reviewed each month during the construction period and revised estimates furnished if significant changes are indicated. G. TestingandQualityControl: Observation of the Contractor's work to determine compliance with the plans and specifications may include testing of material installed on the project. A Testing Laboratory located by the Contractor shall do testing of materials furnished and work performed. The Contractor shall use only materials in the work, which meet the requirements of the specifications. The Contractor shall furnish at his own expense all necessary tests and specimens for testing of the material and when requested shall furnish a complete written statement of the origin, composition, and/or manufacturer of any or all materials that are to be used in the work. All materials not conforming to the requirements of the specifications will be rejected. THIS QUALITYCONTROLSERVICEDOESNOTRELIEVETHE CONTRACTOROF HISRESPONSIBILITYWITHREGARDTO CONSTRUCTINGTHE WORK IN ACCORDANCEWITHTHE CONTRACT. Contractor shall submit appropriate tests including, but not limited to: 1) Any test required in the technical specifications 2) Any structural element called for on the plans, including, but not limited to dam construction, concrete asphalt roads or paths, shelters, bridges or other structure tests, pressure test of irrigation. 3) Test to prove adequacy of design and construction of any feature that may have been accepted by Owner under contractor's "Alternate Proposal ". 4) Any test that may be occasioned by any local, state, or federal law. H. As- BuiltDrawinas: The contractor shall maintain a complete set of Contract Drawings in his possession, upon which he is required to note in red, or other clear manner, all deviations, final dimensions and explanatory notes arising out of actual work installed or performed in the field, and showing exact locations of such work, including trades. Notes on these drawings shall indicate installed locations and dimensioned clearances. Contractor to furnish an as- built drawn from an aerial photo identifying course, irrigation (including all components, buried or otherwise), major and minor drainage lines and related structures, all underground utilities, location of buried trees and debris, limits of topsoil, extra borrow areas, and other significant construction which could reasonably be foreseen to affect future operation. EXHIBIT 3 All as- built(s) shall be supplied in CAD format. I. ProjectManuals: Contractor shall supply Owner a project manual for operations of all mechanical systems to be included under this contract in a manner satisfactory to Golf Course Designer, his sub - consultants and Owner's representatives. J. ScheduleofTests,Submttals: A schedule of anticipated tests and submittals begins on the next page. Additional submittals may be required. MEETINGS A. Pre- ConstructionConference: Prior to start of work, a conference between the owner and Contractor will be held to discuss provisions of the contract documents, explain administrative procedures and coordinate the work effort. Time of pre- construction conference will be stated in the Work Order letter for the Contractor. Attendance by Contractor and Contractor's Superintendents is mandatory. 1. Owner will schedule meeting and provide meeting place. 2. Attendance: The following are expected to attend: • Owner's Representative. • Consultant's Construction Administrator. • Representatives from Sub - Consultants • Contractor's General Superintendent, Project • Superintendent and Project Coordinator • Representatives of major subcontractors 3. Agenda Items: • List of major Subcontractors and Suppliers • Tentative construction schedule • Critical work sequencing • Major equipment deliveries • Designation of responsible personnel • Procedures and processing of field decisions, proposal requests, submittals color coordination, change orders, and applications for payment. • Adequacy of distribution of Contract Documents. • Procedures for maintaining Record Documents • Use of Premises: office, work, storage, staging areas; Owner's requirements • Construction facilities, controls and construction aids • Temporary utilities • Safety and first aid procedures • Security procedures • Housekeeping procedures • Other business 4. The Owner's Representative will preside over the meeting. B. ProaressMeetings: Construction progress meetings may be called by the Project Manager, Project Inspector or the General Contractor to review job progress or problems. EXHIBIT 3 1. Schedule meeting and notify in writing those concerned at least one week in advance of meeting. 2. Provide a convenient, comfortable meeting place. 3. Contractor's Project Superintendent or Project Manager shall preside over meeting.. 4. Attendance: The following are expected to attend: • Owner's Representative • Consultant's Construction Administrator • Sub - consultant's unless notified otherwise • Contractor's General Superintendent, Project • Superintendent and Project Coordinator. • Subcontractors having work in progress • Subcontractors whose work will start within the next month • Others as requested by Owner, A/E, or Contractor 5. Agenda • Review, approval of minutes or previous meeting • Review of work progress since previous meeting • Field observation, problems, conflicts • Problems which impede construction schedule • Review of off -site fabrication, and delivery schedules • Corrective measures and procedures to regain projected schedule. • Revisions to construction schedules • Progress schedules for succeeding period • Schedule coordination • Review proposed changes for effect on construction schedule, on completion date, and effect on other contracts of project • Maintenance of quality standards • Pending changes and substitutions • Other business C. MinutesofMeetinas: Contractor shall take notes at pre- construction and progress meetings and distribute them to those concerned in the form of minutes within four (4) calendar days after meeting. SURVEYS, MEASUREMENTS AND LAYOUTS A. General: The Owner will provide property surveys. The Contractor shall be responsible for all control point staking as required. The Contractor's responsibility for verifying conditions is defined in the Standard General Conditions. B. Surveys ,MeasurementsandLavoutOutof Work: The Contractor will establish from survey information on drawings all lines, grades, and levels and will be responsible for maintenance and accuracy thereof. EXHIBIT 3 TECHNICAL SPECIFICATIONS PIPE DFICATION AND MANWAY INSTALLATION I ST 301 SCOPE The work of this section includes the installation of seven (7) 36" manways; one (1) on the 60" and six (6) on the 42" raw water transmission line of the Lake Ray Roberts water treatment plant. 302 REFERENCE SPECIFICATIONS AND STANDARDS. A. Without limiting the general aspects of the other requirements of these specifications, all modification and installation should comply with AWWA C -301, C -303 and M9. B. The stations for the installing the manways are as follows: Pine (inches) Pine Leneth (Feet) Station (Feet) 60 270 0 +20 42 2,950 1+00,7+00, 16 +00, 21 +15, 25 +20, 28 +22 303 QUALITY ASSURANCE A. General: Quality assurance procedures and practices shall be utilized to monitor all phases of construction for the duration of the project. Procedures or practices not specifically defined herein may be utilized provided they meet recognized and accepted professional standards and are approved by the Engineer. B. Inspection: Final inspection shall take place after the installation, but prior to placing the pipe in service. Contractor will insure that sufficient rigging is in place so that the Engineer or his representative shall be able to conduct the required inspections. 304 SAFETY AND HEALTH REQUIREMENTS A. General: In accordance with requirements set forth by regulatory agencies applicable to the construction industry and manufacturer's printed instructions and appropriate technical bulletins and manuals, the Contractor shall provide and require use of personnel protective lifesaving equipment for persons working on or about the project site. . B. Sound Levels: Whenever the occupational noise exposure exceeds maximum allowable sound levels, the Contractor shall provide and require the use of approved ear protective devices. C. Temporary Ladders and Scaffolding: All temporary ladders and scaffolding shall conform to applicable safety requirements. They shall be erected where requested by the Engineer to facilitate inspection and be moved by the Contractor to locations requested by the Engineer. 305 GENERAL A. All work shall be performed by skilled craftsmen qualified to perform the required work in a manner comparable with the best standards of practice. Continuity of personnel shall be coordinated with the Engineer. EXHIBIT 3 B. The contractor shall provide a supervisor at the work site during installation work. The supervisor shall have the authority to sign change orders, coordinate work and make decisions pertaining to the fulfillment of the contract. C. The welders should be certified for the type of welding and type of weld joint used in the installation of the manways. The welder's certification should be on file at the jobsite. 306 MATERIAL A. The 36" steel manways /access pipes with cement liner shall comply with AWWA C -301, C- 303 and M9 standards. B. The top of the manways /access pipes shall be extended one foot above grade. C. Pour four (4) inch thick and 2 feet wide gravel (supplied by the owner) around top of the manway. D. The manways /access pipe shall be welded to the top of the raw water transmission pipe. Top of the manway will have blind flanges with a 2" plugged tap and lifting handles. 307 EXECUTION A. SITE 1. Clear sites of logs trees, roots, brush, tree trimmings and other objectionable materials and debris as needed to install the manways. 2. Do not remove trees outside of the required working area unless their removal is authorized in writing by the Engineer and with the approval of the local governing authority. B. DEWATERING 1. Provide and maintain adequate dewatering equipment to remove and dispose of surface and ground water entering excavations, trenches, or other parts of the work. Keep each excavation dry during welding and continually thereafter until proposed manway is installed. Maintain the proper procedure necessary to protect against damage to the proposed work from hydrostatic pressure, floatation, or other water related causes. 2. Divert surface water or otherwise prevent water from entering excavated areas to the extent possible without causing damage to adjacent property. C. DISPOSAL OF SPOIL MATERIAL 1. Suitable material from excavation which meets the requirements for backfill material as indicated may be reused. Designate the remaining excavated materials as spoil material and dispose them off the site in accordance with all applicable laws, ordinances, and codes. 2. No burning of materials shall be permitted on the site. EXHIBIT 3 308 EXCAVATION A. GENERAL 1. Excavation work shall stay within the easement (US Army Corps of Engineer) for the waterline. 2. Excavate trenches to the alignment, width , and depth as required for the proper installation of the manways. Brace the trench and /or dewater the trench if necessary so that the workers can work safely. 3. Comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect from damage, injury or loss. 4. Dewater the excavation so that the work is performed in the "dry ". Bailing, pumping and dewatering shall be at the Contractor's expense. 5. Install silt fence to protect the existing wetlands near the construction site. 6. It is intended that the manways be installed at stations as shown on the plans. The precise and detailed layout is to be prepared by the Contractor and submitted to the Engineer for information and review. 309 INSTALLATION 1. At all times, the component shall be handled with equipment designed to prevent damage to manways. Damaged pipe must be evaluated by the pipe manufacturer's representative before installation. 2. The trench shall be free of rocks, clods, debris, or any solid unyielding objects and shall provide a uniform bearing surface for the entire length of the pipe barrel. 3. Just prior to welding, both pipe surfaces shall be cleaned and prepared for the installation. Once the manways are welded to the pipe; torch cut the opening and weld the inner joint to the steel pipe. 4. All welding shall have three (3) passes to complete the weld. 5. Apply cement mortar after cleaning the inside weld joints. 6. Weld the exposed pre - stressed bar to the metal pipe. 7. Double poly -wrap the manway exterior. The poly -wrap shall meet owner's standard. 8. Pour concrete over the saddle and exposed pipe after testing for leakage around the joints. 310 BACKFILL EXHIBIT 3 A. BACKFILL PROCEDURE IN PIPE ZONE Place the first lift of granular embedment material uniformly on both sides of the pipe to an elevation of one half (0.50) or the outside diameter of the pipe using vibration or mechanical temping. 2. Place the second lift of granular embedment material in the trench simultaneously and evenly on both sides of the pipe for the fiill width of the trench to an elevation of 6 inches above the top of the pipe using internal vibration or mechanical tamping. B. BACKFILL PROCEDURE ABOVE PIPE ZONE Mechanical compaction shall be utilized. Place the ordinary material above the pipe zone in lifts not exceeding 18" loose depth and compacted to 90% standard proctor density in all areas not under public or private roads. 311 INSPECTION AND wTESTING 1. After the installation of the manways, the raw water transmission line will be back online and full of water for leakage testing around the joints. 2. Repair any leaks before applying cement mortar on the saddle. 3. Apply cement mortar on the saddle and exposed pipe, backfill and compact the excavated area in accordance with the applicable standards. 312 CLEANUP„ Upon completion of the work, all construction material shall be removed from the site or destroyed in a manner approved by the Engineer and the site restored to pre construction condition. EXHIBIT 3 I on, M- Milestones EXHIBIT 3 1. INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201 -4299 with a copy to the attention of Randy Markham, City of Denton Water Division, 901 B Texas Street, Denton, TX 76209. The copy may also be emailed to Mr. Randy Markham at randy.markham@cityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five days of the month, and submitted on the AIA Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling 495 -0.07 and #95 -0.09. 3. PAYMENT APPLICATIONS AND PAYMENTS TO CONTRACTORS: A. Upon presentation of valid payment requests invoices, which should be within the first week of each month, the Owner shall make partial payments to the Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment: Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety -five percent (95 %) of each payment request approved during the construction of the project shall be paid by the Owner to the Contractor prior to completion of the project. Upon the approval by the Owner of the Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, the Owner shall make payment to the Contractor of all amounts to which the Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than thirty (30) days after the date of completion of construction of the project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Contractor. B. The Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum contract price for the construction of the project as set forth in the contract, unless such excess shall have been approved by the Owner, and Owner's Representative, and in writing by the Purchasing Agent as part of a change order. EXHIBIT 3 C. No payment shall be due while the Contractor is in default in respect of any of the provisions of this contract, and the Owner may withhold from the Contractor the amount of any claim by any third party against either the Contractor or the Owner based upon an alleged failure of the Contractor to perform the work hereunder in accordance with the provisions of this contract. This includes alleged failure of the Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Release of Liens and Certificate of Contractor shall be accomplished in accordance with Article 5.3 of the Standard Terms and Conditions. 5. PAYMENTS TO MATERIAL -MEN AND SUBCONTRACTORS: The Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Contractor's Default If default shall be made by the Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Contractor and the Surety or Sureties upon the Contractor's bond or bonds a written notice requiring the Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and /or Engineer shall be made by the Contractor or its Surety or Sureties, the Owner may take over the construction of the project and prosecute the same to completion by contract or otherwise for the account and at the expense of the Contractor, and the Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the construction of the project, any materials, tools, supplies, appliances, and plant belonging to the Contractor or any of its subcontractors, which may be situated at the site of the project. The Owner in such contingency may exercise any rights, claims or demands which the Contractor may have against third persons in connection with this contract and for such purpose the Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Liquidated Damages The time of the completion of construction of the project is of the essence of the contract. Should the Contractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the Owner shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of FIVE HUNDRED DOLLARS 500.00 per day for each and every day, including weekends, that such construction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the Owner to the Contractor is insufficient to pay in full any such liquidated damages, the Contractor shall pay to the Owner the amount necessary to effect such payment in full: Provided, however, that the Owner shall EXHIBIT 3 promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Contractor to complete the construction of the project within the time herein agreed upon. EXHIBIT 3 Exhibit D EXHIBIT 3 CITY OF DENTON GENERAL CONDITIONS FOR WATER AND WASTER CONSTRUCTION CITY OF DENTON GENERAL CONDITIONS FOR WATER PROJECT CONSTRUCTION This document has important legal consequences; consultation with an attorney is encouraged with Jrespect to its use or m.. P g 9 ey � g p modification. This document should be adapted to the particular circumstances of the contemplated Project and the Cont:roiiinl Law. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly By PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by The Associated General Contractors of America IVU ra�vud�rs�Wk Oyu a ttv��aY�raug9 wooa� ow�G:wVaii�p V 1u �NµiflV G u W w4 tl ivo t'n9 EXHIBIT 3 Construction Specifications Institute Copyright 02002 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191 -4400 These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor Nos. C -520 or C -525 (2002 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and Instructions (No. C -001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. C -800) (2002 Edition). These General Conditions have been amended by the City of Denton, for specific utilization with the government entity's water and wastewater construction contracts, effective 8.1.13 EXHIBIT TABLE OF CONTENTS ARTICLE I - DEFINITIONS AND TERMINOLOGY ...... ---........ - ............................ ............. .~.-..~..~-.-.'l LUL De 7negd Terms.........., Terminology .------------------------------------------''------_3 ARTICLE 2 - PRELIMINARY MATTERS .............. ....... ....................................... '-_—_--_'_-......... ............ —_4 3.01 Delivety ofBonds and Evidence ofInsurance ............................. ................ ---_........ ...... ................ --4 2 U2 ._..~_~._.................. ~-.~....—....^..~......... ...._�~^^^~..~�~..~...~..._....4 2.03 .-_,.-.... ....... -.._...... . ....... ....-.�~.~....^..4 2.04 Starting the ..^^.^...-'...~..... ....... ....~~.'..—...^.,........ ...... �0� ...~...'.~..`~.~.~~..,....~......----.~-.--......~....~~..__-.4 2,06 ........ .~...._—_--_-~~~._-..-.^—_4 2J07InitialAccel Lance q Schedy Les ... ..... ............ .............. ......... ............ -..-4 ARTICLE 3 - CONTRACT DOCUMENTS: Th[TEN1, AMENDING REUSE _.-.----................. . ......... -............. --5 �U� ����_-------------._--___-_~-....~..~__.'-__-.--_-.~......_-_.__...--5 i^62 jeyerence Standards ... ---- .............................. ............... ............. ..--_--.--_--...... ..... ............. -_-5 3.03 .............. ~~ ............... ........ _-_-_--'__........... _^.. ............ ._-5 3.04. ----------'-----------------`'6 3.05 - ...... ........... ...... ............................... - .... ........ ... ......... _ ............. ---- ........... —..-& 3.06 Electronic Dat ... ..... ~ ........... . ......... ............ ' ....... .................... ~ .......... --- ........... .. .................................. 6 ARTICLE 4 - AVAILABILITY OF LANDS, SUBSURFACE AND PHYSICAL CONDITIONS, HAZARDOUS ENVIRONMENTAL CONDITIONS, REFERENCE ^......~'- ............ ...... ......... ........ ,_.-........ ........................ ~~6 8.01 Availabil o ^......^.^-...~_-~.~-.__..... .. ......... -._.~......... .~..~~.~...... ...... ...... ........... 6 4.02 ........~..~~..~~.-,..~._...~_.~..~~_.-~-..~~....~..-~...7 4�.03 ..^--~.�.~~.,,_-'-~_~-~.........�._.~~~..--..�~..._.? 4J04..... '.-_-._...... .......... -.~........................ . ... ..... ..~...~.......-...-..8 4.05 Lerence Points .............................. -__—...... --_—...................... —~~~~..~.......... .'----~.......... Re 8 ��� ___--.--_-_.._'_........~.....-...~..--..-.....8 ARTICLE 5 - BONDS AND ���......... y �Mol ^'^-----~---^^~--^`^^ y 5,02 Licensed' ...... . ...... ..... .~....... ....... 10 5 z 0.3 ..-..,.-...,.,..~,..__....,,..,,..--_,---.'....._....~.-.~...... ....-...—^.....-1Q 5,04 .... ,.~,,_~.~,',.~._.,..~_.--_ .......... ....... ...lO 5�05. .._~.,..._..__-.__...~..~........... .............. .......... .~~..~~.�~.~..._l1 .Ilk 96 ..... ~ ............ ~. ......... ~'.~.......-..~~.....�l] 5�07 KwaiverofRiv ........... 12 5k8....~~ ...... ..—.'~''~. ^~~..-''-..-....l2 ............ 12 5J-0 ....... ._............ .......... .......~....... .~.......... ..l3 ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES ...... --.~_-...... -~ ................... ....... ----___-...... __'—_.8 0&1 ._,--._—.-~_._.-_..-.._....~....-......-...~---_...l3 6.02 ... -_.'----'-......... -_~....... ........................................... 13 6.0,3 Semdces, Materials, and Eauipment,........... ..... --- ..... .-_. ............... ..... .~.~'--_.-_...................... --...l3 b.04 Progress Schedule-- ..—.......~.-'_^—~~.'-~._-...~.........__.._-'-'_.-'-'--_---'|3 6.05 ............................................... --- ..................... ......... ............... _-'__............ 14 6.06 Concerninjz Subcontractors, Suppliers, and Others ........................ _.............. _...~--'----.......... l5 6.07 Patent Fees and Royalties --------------- .......... ............... ........ ~----_'............. l6 0J-8 perg8s ..... ........ ........................................ ................ ........... —............. ._. ....... -.-..—.-,..~~............ '|6 6,09 ......................................................... ............ ...-~_........... ........... .-----_-_...... l6 t�0 Laxes .... ~_..~.~..~.~..~......_.._~_............... ~~.._~-......... .~ ......... ~~~~. ........ ........... ~~l? (.1 � -,_—__--_-'----_--.--_._.-_.-.—_.._''~.__—'l7 6.12, ........ ............. ........ .................. ......... ...... ........ ....... ...... -.--.-.~. ... _..----i7 6..]B .—_.'^~.................... ... . ...... .............. .......................... - ...... ~'~.. ......... .~~ ........ l7 6..L4 ........................ .......... -.--_............. ..._'.............. ....... ...... _.~_~-..... ....... .l8 6.15 Hazard CommunicaliQLPro rams ... .......... ----............ ....... ~ ...... .....~~,.._.-.............. .............. |8 Emer]eunc1es�-- ........ .._~.-..~^.-.---.--_.._-_.-..,~_.-~_...... -._.-.-.~-...--........ -}8 6,12 Shop Drawings and Samples ........ -........ ......... ............ ....... --- ...... —_. ......... -_'~~.... .......... —'0 6.18 Continuing ............................... ,-~-,._....... _ ....... _—_—............... ....... ~~...._~'.~..~...... }V EXHIBIT 6J9 ~~ 0 la�o�n if a t io n ............................... ....... ........... ............ ____-..................................................................... lY L21__~^.~~-...~......~..~.-..-....-....—.._—.-.�_~.._.2� ARTICLE 7 - OTHER WORK AT THE SITE .................. _____,........ -''.............. ...... .......... ....... ........ ,-............ 2O 7J0^-------------..-`-~_.~.~~^--____---..----_.....~.._--'.~2O 2.02 �or�e9wz�z�----------_----~_-_._,._-___----___-------_----------.2| 2J03Legal Relationships _......... ~....... .......... ...... --...... .--........ ............ ........... - .......... ....... ---- ...... l ARTICLE 8 - OWNER'S RESPONSIBILITIES _____________—_---------------------.2| &01 ^--`^'~`~--^--~^~~''~'^-~-'-~—~^'--~-'~-~'--~—~--'-2y Replacement of Engineer ____._______________--------------_-_-._-__2| 8J03Furnish LData^' .................. '^..................... .................... ---- ................ ............ ............... -~---^.'_-~.~2l �.04 Pay 0heo Due ............ .-................................. ... ........ ........... - ........................ ....... ...... ___________,,�� 8J05 ........... _ ...... ~^...... ........ ....... --.----........... .—_~-__.2t *J06 lm^mrmno«^^ ... -~.~.~_-......... .^^~-^^^ ...... -____-._.., ...... ._-...... ._^.-.^^^.......... -._-_^..^..^_..~_-_.21 &0I 1hanee j Orders .......... ........ --- ....... ....... - ................. ............ ........ ....... ....................... ............................ 21 �08 Tests, .............................. .............. ......... _- ....... -_'_--_-.—..-.___'... 2| &09 ~_~~^~,.,^.,,___,_,_.~.~_.....~-.~.-~._.._.~~~.....__22 8.10 '~'^~^~~`^^~^--~^^^'~~^'^^'^`~^--~~'---'—~^-~22 �]� ............................... ...... .......... ''—...... ......... ....... ------..... 22 ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION �..... ......... -- .................. ....... ...................... ....... 22 ��� ------_'------,--'-.--__-'''_----_---------22 9.02 Visits to Site ............... --........... - ............... ............ ................... ~ ....... -... .... ._........................................ 22 9,01 Project RWresentative ..................... _______.._,~~ ~,_....--_.-_-~_..'~'_-_--_--.~.22 9,04 Authorized Variations in —~---........... ,'''~--..~.~.~....... —~..-.-....... .......... ....... ...... -Z2 2.05 Reiecting Defective Work-- ........................................ ....... ................. ....... ...... ............ ..---...... ._.22 2,96 .,--~--~~-.',_-~.~~—.---_----.. 23 9.02 Determinations for Unit Price Work ...................... ...... ........................... .---.--.---......~-.-.—'23 9.08 ............................... 23 9,09 ............ .................... —................ ----............. 23 .~._........................ --- ... ......... -_~...^^...... ^.~.~,,.~~...~._-�� 10.01 Authorized Changes in the Work ............................. ............... ............ . ...................... ..................... .~.._...... 23 10J02 .....—.-~.--'----------------------------.24 10.03 ..~..~.~..-.._.'~—~,_-~..............~.........~...~..--...^.-24 10.04 Notiflication to SureV ....................................................... ___...... __~~___.______............ .............. 24 10.05 Claims ---------'---_------__---_------'r-------- .............................. Z4 ARTICLE I I - COST OF THE RK Al..,LOWANCFZS- IJNIT PRICE WORK ....................................... --............... 25 11J01 i CostWork- ^.............. ...... .................... ................ .-_-......................................................... ................ 25 |J�OZ A8owl�es^^'-^^~--^'^^^~._.'..—^.-^....._.._--.--.-._.-.------------.---'28 11 .03 --'-------_---------_--__-----__._--_--._. --2h ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF C NTRACT TIMES ....... ~—^...... --- .......... ............ 2J 12.01 Change of Contract Price ............. ....................... ........... -'—............. ,. ........... _---~.. ........... ...... .... 27 L2.03 Change of Contract Times......... .......... ............ '—~~'~ ........................ ' ................ .-.................................. 27 l%O 3 Dela s .......... ---.......... ....... -.......... ................................... --........ ...... ...—._-......... ....... .2Q ARTICLE 13 - TESTS AND INSPECTIONS: CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK --28 13.01 —^'~''- ......... -................ .-...... ...... .......... ............. .............. ............. ............... 28 13 �02 xcc.ess to L Work '^^^`^^~'`^.`^^.^.~^~- .................... ---- .................. .................. ..-................... ...... -.... 28 13.03 Tests and Inspqctipys..... ........................................................................................ _—_--'........ ............ 28 13`04 Work .... ---'------_--................. _- ............... ........ ....... ..... _. ...... ---- ......................... 29 13J05iOwner Mav Stop the Work..-,, ...... —....... ^^~.~.~..................... -' ....... ................... ..... ............ ..... 29 13^06 Correction or Removal ofDeLective Work .......................... ................................... ~.--............ ...— ..... -20 13^0I '--''-----.-------------'-''--'--^-'-'~---------~-----'�� l3.08 —~,---.-'--_-''-_--_.----------....-..._—.-'30 13.09 -------------''----'''---'---^-'-----'--'-30 ARTICLE, 14 - PAYMENTS TO CONTRACTOR AND COMPLETION ...~~_..,._.~—......~.~..~...~.~..~.~'30 ���� ,~_.~�~~~~,,,~._____~_,^,,,',_,,~.__,.�,^'_._~~...,.........~.~-...~...~.~..S0 14�D2 '-~-_~.--._-~.~—~~..,.~--...........~..~~..-._......~-.__.._-...~~31 14�03 -~^—'~^^^~~~^~~~~^~~~^'-'~'^'~~`~^^~'~`~~--'`~'~'--'^~-'--``~~32, 14J4 ........................................................... '__............. .--_-........ ............ .... .32 1141,05 Pqr0al Ytillizall ion ........................ ~'—^- ....... ........... ..... ^~—~-''— ............... ................... ....... ......... 3-1 14J00 ........ ~~~'^~~_'—....,-'~ .............. .'. ......................... ............. ........ ........... ............. 33 J4,.07 L�'6ttqt/)gyu@j 71 ^ ...... ...... ...... - ...... ............ ...................... ..................... ...................................................... 33 14.08 ..... ~--_~---...~~.~~~~~-.__---._..~~. ................................. 34 EXHIBIT 14J09Waiver o Claims ...... ~_..°........................... ~.~r~^.._.'__.~.. ..... ....-............ _.-............ 34 ......... .~~...... _ ......... --- .......... _..-~... ... ,34 15.01 Owner Mav Susvend Work ..__............... ....... .......,............ . ......... .°,..,........... .....~........... ..... ... 34 15202 ..-.~._._...~~.....'-~'.'''_--.~.'..~._..-.._,—,~..~...34 15�03 Own r Mav Terminate For Convenience ...... . ....... --- ................ .~~ ........ ... .~.__---.-~......... ....... -35 15.J04i -~.---_......_~.......'.-._.-~-,--_...~--'35 ARTICLE 16 - DISPUTE RESOLUTION -...... ......... ...._............................. ..~............... .......... _35 16.01 Methods and Procedures ........ ~~.-..,.._~-. ......... ........ ~ ..... ...~~.... ................ 35 ARTICLE17 - ...,~.~_.~~.. .................. ..,~ ...... .-.~.......... ... ......... ............ ........ .--- 36 17J01...... ........ `~,_�......... ................. ..................... .._—... ... _....~_�38 17.02 Times ... .~...~............... ......... ........... -~... ... ...... .... ...... ...... ............. —.-...~._. ........ 36 l7.I3 ^^^'^^~''^''~'''~'~__~~-^~'^^~''-^''^^^' .... '~~^'—~-'~ .... ... '-~''-~^~^'---36 17�04 Survival of Oblizations ..... ............. ......~............ .. ... . ... --- ........... ...................... .... ..-- .... .-...36 17]05 Controlline Law and Venue ... ....... ^~ ......... ...... ...... ....... -_.......... _—..~-_............ ........... ..-~..36 ]7.}6 Headinm. ........ ~~......... ................ ............ -,_.---~....'�_................ ......................................... .... 36 I]�[[ ............. ................... -.._._...... ----...... ........ —'-.-........... ............... 36 ]lffi ..~~~..`—~.~...-~.~~,.^....--..,_._..~°~^'.^-^....~........... -~...__~-r'~�....36 1��� ....,.,^~~~.�.—..~.~~-~-r~.—.^.~.,�~~..~......—~~._~_~-.�....36 l]. 10 Right to Audit Contractors Records .. ....... --............ _~_~....... -_'_36 77J1 ............ ....--- ........ ..~.,.......,....-............. ....... --- .... ......... ........ . ...... .36 18.12 Successors andAssiims ... ........ ..~.... ...... , .... ..... ..,__~....... ...... .-..~.............. ~~_,....-..~~~~38 l7. ]3 Written Notice ................................................................ ----_........ ---.... - ............ .,_ .............. _.--.36 17L14...... ~.............~..~...3G EXHIBIT 3 GENERAL CONDITIONS ARTICLE 1 - DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents and printed with initial capital letters, the terns listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda -- Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement- -The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment- -The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents, 4. Asbestos- -Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Bid- -The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 6. Bidder- -The individual or entity who submits a Bid directly to Owner. 7. Bidding Documents- -The Bidding Requirements and the proposed Contract Documents (including all Addenda). 8. Bidding Requirements- -The Advertisement or Invitation to Bid, Instructions to Bidders, bid security of acceptable form, if any, and the Bid Form with any supplements. 9. Change Order - -A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim - -A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim. 11. Contract - -The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 12. Contract Documents -- Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor's submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Contract Price - -The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 14. Contract Times- -The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion; and (iii) com- plete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 15. Contractor- -The individual or entity with whom Owner has entered into the Agreement, 16. Cost of the K`ork- -See Paragraph I LOLA for definition. 17. Drawings- -That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 18. Effective Date of the Agreement- -The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 19. Engineer- -The individual or entity named as such in the Agreement. EXHIBIT 3 20. Field Order - -A written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times, 21. General Requirements -- Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 22. Hazardous Environmental Condition- -The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 23. Hazardous Waste- -The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Laws and Regulations; Laws or Regulations - -Any and all applicable laws, rules, regulations, ordinanc- es, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 25. Liens -- Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 26. Milestone - -A principal event specified in the Contract Documents relating to an intermediate comple- tion date or time prior to Substantial Completion of all the Work. 27. Notice of Award- -The written notice by Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed - -A written notice given by Owner to Contractor fixing the date on which the Con- tract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents. 29. Owner - -The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. 30. PCBs -- Polychlorinated biphenyls. 31. Petroleum -- Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non - Hazardous Waste and crude oils. 32. Progress Schedule - -A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 33. Project - -The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 34. Project Manual- -The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 35. Radioactive Material-- Source, special nucle- ar, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor. 37. Resident Project Representative- -The autho- rized representative of Engineer who may be assigned to the Site or any part thereof. 38. Samples -- Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 39. Schedule of Submittals - -A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 40. Schedule of Values - -A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 41. Shop Drawings - -All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 42. Site- -Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 43. Specifications- -That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain EXHIBIT 3 administrative requirements and procedural matters applicable thereto, 44. Subcontractor - -An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 45. Substantial Completion- -The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended, The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 46. Successful Bidder- -The Bidder submitting a responsive Bid to whom Owner makes an award. 47. Supplementary Conditions- -That part of the Contract Documents which amends or supplements these General Conditions. 48. Supplier - -A manufacturer, fabricator, suppli- er, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor. 49, Underground Facilities- -All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 50. Unit Price Work - -Work to be paid for on the basis of unit prices. 51. Work - -The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 52. Work Change Directive - -A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recommended by Engineer ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The following words or terms are not defined but, when used in the Bidding Requirements or Contract Documents, have the following meaning. B. Intent of Certain Terms or Adjectives 1, The Contract Documents include the terms "as allowed," "as approved," "as ordered ", "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day 1. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it; a. does not conform to the Contract Documents, or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents, or c. has been damaged prior to Engineer's - recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). E. Furnish, Install, Perform, Provide EXHIBIT 3 1. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "pro- vide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Docu- ments, words or phrases which have a well -known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 - PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Commencement of Contract 'Times; Notice to Proceed A. Unless otherwise provided„ the Contract "rime is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. - B. The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be intitled to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. C. The date of Substantial Completion is the date certified by the Architect /Engineer. D. The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run, No Work shall be done at the Site prior to the date on which the Contract Times commence to run. B. Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount ") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum, The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract EXHIBIT 3 Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 2.05 Before Starting Construction A. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), Contractor shall submit to Engineer for timely review: 1, a preliminary Progress Schedule; indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents; 2, a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdi- vides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconnstruction Conference A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. 2.07 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Docu- ments. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or fi•om prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regula- tions in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of, their Related Entities, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake respon- EXHIBIT 3 sibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambigu- ity, or discrepancy in the Contract Documents unless Contractor knew or reasonably should have known thereof. B. Resolving Discrepancies 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: a. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or b. the provisions of any Laws or Regulations applicable to the perfonmance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in viola- tion of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Contract Documents may be supplemented and minor variations and deviations in the Work may be authorized, by one or more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with Contractor, shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or Engineer's consultants, including electronic media editions; or 2. Reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes, 3.06 Electronic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the EXHIBIT 3 data thus transferred. Any errors detected within the 60- day acceptance period will be corrected by the transferring party. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of any delay in Owner's furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. Those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Documents; and 2. Those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. Other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. Any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsur- face or physical condition at or contiguous to the Site that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connec- tion therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except as aforesaid) until receipt of written order to do so. EXHIBIT 3 B. Engineer's Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer's findings and conclusions. C. Possible Price and Times Adjustments 1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease. in Contractor's cost of, or time required for, performance of the Work; subject, however, to the following: a. such condition must meet any one or more of the categories described in Paragraph 4.03.A; and b. with respect to Work that is paid for on a Unit Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if- a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract; or b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, explo- ration, test, or study of the Site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice as required by Paragraph 4.03.A. 3. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefore as provided in Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Sup- plementary Conditions: 1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such information or data; and - 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data, b. locating all Underground Facilities shown or indicated in the Contract Documents, c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction, and d. the safety and protection of all such Under- ground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated 1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Under- ground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and EXHIBIT 3 that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05, 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S,C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or re- vealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault of negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible remediating the Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, at the sole expense of the Contactor in accordance with the Contractor's APPROVED Remediation Plan. (APPROVED represents "approved by OWNER) D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Contractor's sole responsibility to comply with all EXHIBIT 3 applicable laws, rules, regulations, or ordinances governing the activities. Spill Prevention Plan. At least seventy -two (72) hours prior to commencing performance of any of the Work at the Project site, the Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner's Project Manager or other designated representative. The Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills or releases caused by the Contractor or a Subcontractor; (1) The Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner's Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Contractor shall immediately respond in accordance with the SPRP in the event of a spill or release. (3) The Contractor shall dispose of cleanup, abatement, and remediation materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request of the Architect /Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF CLEANUP, ABATEMENT, AND REMEDIATION MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF TI4E CONTRACTOR. (4) For purposes of this Subparagraph (d), the term "spill" includes, any kind of environmental discharge or release. Clean Air Management Plan. The Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Contractor's sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request to the Architect /Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. The Contractor is responsible for obtaining all TPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. § §1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to clearing, grading, and excavation that disturb the applicable amount of total land area. In addition, the Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Subchapters 18 (Land Disturbing Activities) and Subchapter 19 (Drainage Standards) of the Denton Development Code, as amended. The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos - related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non - friable. The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) EXHIBIT 3 days advance written notice from the Owner to comply with the provisions of this Article, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in the General Conditions. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered to Contractor written notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stop- page or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. if Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefore as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7. G. Deleted by intention. H. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.14 shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. 1. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 - BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Compa- nies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent's authority to act. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.13, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.13 and 5.02. 5.02 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies EXHIBIT 3 for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.03 Certificates of Insurance A. Contractor shall deliver to Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner shall deliver to Contractor, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. 5.04 Contractor's Liability Insurance A. Contractor shall purchase and maintain such liability and other insurance as specified through "Insurance and Workers' Compensation Requirements — Attachment A, and will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; 3, claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sus- tained: a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: 1. with respect to insurance required by Paragraphs 5.04.A.3 through 5.04.A.6 inclusive, include as additional insured (subject to any customary exclusion regarding professional liability) Owner and Engineer, and any other individuals or entities identified in the Supple- mentary Conditions, all of whom shall be listed as addi- tional insureds, and include coverage for the respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provided in the "Insurance and Workers' Compensation Requirements — Attachment A, or required by Laws or Regulations, whichever is greater; 3. include completed operations insurance; 4. include contractual liability insurance covering Contractor's indemnity obligations under Paragraphs 6.11 and 6.20; 5. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured identified in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work in accordance with Paragraph 13.07; and 7. with respect to completed operations insur- ance, and any insurance coverage written on a claims - made basis, remain in effect for at least two years after final payment. a. Contractor shall furnish Owner and each other additional insured identified in the Supple- mentary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. EXHIBIT 3 5.05 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. 5.06 Property Insurance A. Unless otherwise provided in the Supple- mentary Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured; 2. be written on a Builder's Risk "all- risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, false work, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, (other than caused by flood) and such other perils or causes of loss as may be specifi- cally required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects); 4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in an Application for Payment recommended by Engineer; Owner; 5. allow for partial utilization of the Work by 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other additional insured to whom a certificate of insurance has been issued. B. Owner shall purchase and _maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. C. All the policies of insurance (and the certifi- cates or other evidence thereof) required to be purchased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accor- dance with Paragraph 5.07. D. Owner shall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supple- mentary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Contractor by appropriate Change Order. Prior to commencement of the Work at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 5.07 Waiver of Rights A. Owner and Contractor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supple- mentary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and EXHIBIT 3 subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insured or additional insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner as trustee or otherwise payable under any policy so issued. B. Deleted by intention. C. Deleted by intention. See Supplemental Conditions. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.13. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order. B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owner's exercise of this power. If such objection be made, Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptance of Bonds and Insurance, Option to Replace A. If the Owner has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non - conformance with the Contract 'Documents, the Owner shall so notify the Contractor in writing within 10 days after receipt of the certificates (or other evidence requested) required by Paragraph 2.0I.B. Contractor shall each provide to the Owner such additional information in respect of insurance provided as the Owner may reasonably request. If the Contractor does not purchase or maintain all of the bonds and insurance required y by the Contract Documents, the Owner shall notify the Contractor in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the Owner may elect to obtain equivalent bonds or insurance to protect the Owner's interests at the expense of the Contractor, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial Utilization, Acknowledgment of Properly Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 14.05, no such.use or occupancy shall commence before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6 . CONTRACTOR'S RE- SPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. Contractor shall not be responsible for the negligence of Owner or Engineer in the design or specification of a specific means, method, technique, sequence, or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superin- tendent who shall not be replaced without written notice to Owner and Engineer. The superintendent will be Contractor's representative at the Site and shall have authority to act on behalf of Contractor. All communications given to or received from the superin- tendent shall be binding on Contractor. 6.02 Labor, Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Docu- EXHIBIT 3 ments. Contractor shall at all times maintain good disci- pline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be perfonned during regular working hours. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, beat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start -up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer and Owner for acceptance (to the extent indicated in Paragraph 2.07) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or- Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or- equal" item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to Engineer for review under the circumstances described below. 1. "Or- Equal" Items: If in Engineer's discretion, and approved by the Owner, an item of material or equip- ment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by Engineer as an "or- equal" item, in which case review and approval of the proposed item may, in Engineer's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: l) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole, 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items a. If in Engineer's discretion, and approved by the Owner, an item of material or equipment pro- posed by Contractor does not qualify as an "or- equal" item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine that the item of material or equipment EXHIBIT 3 proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances, with approval from the Owner d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: item, including costs of redesign and claims of other contractors affected by any resulting change, B. Substitute Construction Methods or Proce- dures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer and Owner. Contractor shall submit sufficient information to allow Engineer, in Engineer's discretion, and Owner approval to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A.2. 1) shall certify that the proposed substi- C. Engineer's Evaluation: Engineer will be tute item will: allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A a) perform adequately the functions and and 6.05.13. Engineer may require Contractor to furnish achieve the results called for by the additional data about the proposed substitute item. general design, Engineer will be the sole judge of acceptability, and seek approval from Owner. No "or equal" or substitute will be b) be similar in substance to that ordered, installed or utilized until Engineer's review is specified, and complete, which will be evidenced by either a Change Order, issued by the Owner, for a substitute or an c) be suited to the same use as that approved Shop Drawing for an "or equal." Engineer will specified; advise Contractor in writing of any negative determination. 2) will state: D. Special Guarantee: Owner may require a) the extent, if any, to which the use of Contractor to furnish at Contractor's expense a special the proposed substitute item will preju- performance guarantee or other surety with respect to any dice Contractor's achievement of substitute. Substantial Completion on time; E. Engineer's Cost Reimbursement; Engineer b) whether or not use of the proposed will record Engineer's costs in evaluating a substitute substitute item in the Work will require proposed or submitted by Contractor pursuant to a change in any of the Contract Docu- Paragraphs 6.05.A.2 and 6.05.13 Whether or not Engineer ments (or in the provisions of any other approves a substitute item so proposed or submitted by direct contract with Owner for other Contractor, Contractor shall reimburse Owner for the work on the Project) to adapt the design charges of Engineer for evaluating each such proposed to the proposed substitute item; and substitute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract c) whether or not incorporation or use Documents (or in the provisions of any other direct of the proposed substitute item in con- contract with Owner) resulting from the acceptance of nection with the Work is subject to each proposed substitute. payment of any license fee or royalty; F. Contractor's Expense: Contractor shall 3) will identify: provide all data in support of any proposed substitute or "or- equal" at Contractor's expense. a) all variations of the proposed substitute item from that specified, and 6.06 Concerning Subcontractors, Suppliers, and Others b) available engineering, sales, maintenance, repair, and replacement A. Contractor shall not employ any Subcon- services; tractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 4) and shall contain an itemized esti- 6.06.B), whether initially or as a replacement, against mate of all costs or credits that will result whom Owner may have reasonable objection. Contractor directly or indirectly from use of such substitute shall not be required to employ any Subcontractor, EXHIBIT 3 Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection. B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner in advance for acceptance by Owner by a specified date prior to the Effective Date of the Agreement, and if Contractor has submitted a list thereof in accordance with the Supplementary Conditions, Owner's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the Bidding Documents or the Contract Documents) of any such Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reason- able objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost occasioned by such replacement, and an appropriate Change Order will be issued. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall consti- tute a waiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier or other individual or entity, nor 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities per- forming or furnishing any of the Work to communicate with Engineer through Contractor. F. The divisions and sections of the Specifica- tions and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcon- tractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appro- priate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terns and conditions of the Contract Documents (including but not limited to these General Conditions) for the benefit of Owner and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect /Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect /Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The contractor shall make available to each proposed Subcontractor, prior to execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor' is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub - Subcontractors. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner, Contractor, and Engineer„ and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. if the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. H. The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment, along with partial waivers of liens for all Work included in the application for payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. Pay applications will not be reviewed or certified by the Architect to the Owner without accompanying partial lien waivers after the first Certificate for payment. With each EXHIBIT 3 Application for Payment, the Contractor shall certify that there are no mechanics' or materialmen's Liens outstanding at the date of the Application for Payment, and that all bills due with respect to the Work have been paid to date, and that there is no known basis for filing of any liens against the Surety or the Owner in connection with the Work. Upon completion by the Contractor of the construction of the project, but prior to final payment to the Contractor, the Contractor shall deliver to the Owner conditional releases of all liens, which shall identify the remaining sums to be paid pending receipt of final payment. The conditional releases of liens, upon final payment by the Owner, shall release the Owner of all liens, and of all rights to claim any lien, from all manufacturers, material -men, and subcontractors furnishing services or materials for the project, to the effect that all materials or services used on or for the project have been paid for and indicating that the Owner is released from all such claims. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. Provided that the Owner has been notified by written correspondence (a lien notice) from any manufacturer, material -men, or subcontractor furnishing services or materials for the project that an outstanding debt is owed, the Owner shall ensure that the Contractor is notified of such notice within ten (10) days of receipt of such notice. The Contractor shall ensure that resolution has been achieved for each written notice filed with the Owner, and provide sufficient written documentation to the Owner that payment has been rendered, or a resolution has been achieved that is satisfactory to the Owner. (1) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (2) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 14.02(b) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (3) THE CONTRACTOR SIiALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 6.06(H). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT /ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if to the actual knowledge of Owner or Engineer its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the EXHIBIT 3 Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.08 Permits A. The Architect /Engineer will apply and arrange for the issuance of the City of Denton Building Permit. Unless otherwise provided in the Supplementary Conditions, Contractor shall apply for, obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applica- ble to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall assume full responsibility, bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work, attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. However, it shall not be Contractor's primary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes The Owner qualifies for exemption fi-om state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 6.11 Use of Site and Other Areas The Contractor shall provide the Owner and the Engineer access to the Work in the preparation and and progress wherever located during the course of construction. A. Limitation on Use of Site and Other Areas 1. Contractor shall confine construction equip- ment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. 2. Should any claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. 3. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance ofthe Work. B. Removal of 'Dehris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. The EXHIBIT 3 Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. The Contractor shall coordinate removal and disposal with the Owner. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the com- pletion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. D. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engi- neer for Owner. 6.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precau- tions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. All damage, injury, or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor (except damage or loss attributable to the fault of Draw- ings or Specifications or to the acts or omissions of Owner or Engineer or , or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). D. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.07.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication Programs A. Contractor shall be responsible for coordi- nating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protec- tion of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer and Owner determines that a change in the Contract Documents is required because of the action taken by Contractor in EXHIBIT 3 response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and Samples A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accor- dance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples: Contractor shall also submit Samples to Engineer for review and approval in accor- dance with the acceptable schedule of Shop Drawings and Sample submittals. a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Contractor shall have determined and verified: a. all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; b. the suitability of all materials with respect to intended use, fabrication, shipping, handling; storage, assembly, and installation pertaining to the performance of the Work; c. all information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto; and d. shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communication separate from the Shop Drawing's or Sample Submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submit- ted to Engineer for review and approval of each such variation. D. Engineer's Review 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Docu- ments. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of con- struction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. EXHIBIT 3 E. Resubmittal Procedures 1. Contractor shall make corrections required by Engineer and shall return the required number of cor- rected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. 6.19 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Sub- contractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptabil- ity by Engineer; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by Owner. 6.20 Indemnification A. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify, defend, and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, lawsuits, judgments, fines, penalties, costs and expenses for personal injury (including death), losses, and damages, or other harm or violations for which recovery of damages, fines, or penalties is sought, suffered by any person or persons (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itsell), including the loss of use resulting therefrom - caused by any breach of any of the terms or provisions of this contract, violations of law, or by any negligent, grossly negligent, intentional, or strictly liable act or omission of the contractor, its officers, agents, employees, subcontractors, or sub - contractors and respective officers, agents, or representatives, or any other persons or entities for which the contractor is legally responsible in the performance of this contract, any - =; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of the owner, its officers, agents, employees or separate contractors, or of the architect /engineer, and in the event of joint and concurrent negligence or fault of the contractor, the owner, and the architect /engineer, responsibility and indemnity, if any, shall be apportioned in accordance with the law of the State of Texas, without, however, waiving any governmental immunity available to the owner under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 13. In any and all claims against Owner or Engineer or any of their respective consultants, agents, officers, directors, partners, or employees by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for EXHIBIT 3 Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compen- sation acts, disability benefit acts, or other employee benefit acts. C. Indemnification under Paragraph 6.20 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect /Engineer pursuant to State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above - mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect /Engineer under the above mentioned laws and regulations are secondary to those of the Contractor. D. Deleted by Intention. 6.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.21, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. ARTICLE 7 - OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform construction, or operations, or other work related to the Project at the Site with Owner's employees, and to award separate contracts in connection with the other portions of the Project, or - other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their work with the written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's EXHIBIT 3 failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Condi- tions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibili- ties will be provided. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 7.03 Legal Relationships A. Paragraphs 7.0l.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.01.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor's actions or inactions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inactions. ARTICLE 8 OWNER'S RESPONSIBILITIES 8.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termination of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.0 and 14.07.C. 8.05 Lands and Easemena, Reports and Tests A. Owner's duties in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by Engineer in preparing the Contract Documents. 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 8.08 Inspections, Tests, and Approvals A. Owner's responsibility in respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03.13. 8.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undis- closed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.11 Evidence of Financial Arrangements A. if and to the extent Owner has agreed to furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract Documents, Owner's responsibility in respect thereof will be as set forth in the Supplementary Conditions. EXHIBIT 3 ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsi- bilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and Engineer. 9.02 Visits to Site A. Engineer will make visits to the Site at inter- vals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents, Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B, Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 9.09. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineer in providing more extensive observation of the Work. The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09, If Owner designates another representative or agent to represent Owner at the Site who is not Engineer's consultant, agent or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Docu- ments. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner or Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer's authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Determinationsfor Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. EXHIBIT 3 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question B. Engineer will, with reasonable promptness, render a written decision on the issue referred. If Owner or Contractor believe that any such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer's decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.05.13. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D, When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer- will not be respon- sible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will riot be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 14.07.A will only be to determine generally that their content complies with the require- ments of, and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsi- bility set forth in this Paragraph 9.09 shall also apply to, the Resident Project Representative, if any, and assistants, if any. ARTICLE 10 - CHANGES IN THE WORK; CLAIMS 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. 10.02 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.13. 10.03 Execution of Change Orders A. Owner and Contractor shall execute appropri- ate Change Orders recommended by Engineer covering: EXHIBIT 3 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.0l.A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; and 3. changes in the Contract Price or Contract Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 10,05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 10.04 Nodrication to Surety A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Required. All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim, shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01.13. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.13. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall submit any response to Engineer and the claimant within 30 days after receipt of the claimant's last submittal (unless Engineer allows additional time). C. Engineer's Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the following actions in writing: 1. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.05.0 or denial pursuant to Paragraphs 10.05.C.3 or 10.05.13 will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE I1 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.13, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in Paragraph 11.0I.B. 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, EXHIBIT 3 without limitation, superintendents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed fuIl time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make pay- ments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. if any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to Engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and mainte- nance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the perfor- mance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equip- ment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages (and related expenses) caused by damage to the Work, not compensated by' insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 5.06.1)), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expresses, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. .Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attor- neys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general EXHIBIT 3 administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.0l.A.1 or specifically covered by Paragraph 11.0I.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 11.0 LA and 11.01.13. C. Contractor's Fee: When all the Work is performed on the basis of cost -plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.0I.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.0 LA and 11.01.8, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation , overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accordance with Paragraph 10.05 if: 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and signifi- cantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect any other item of Work; and 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. EXHIBIT 3 ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a written Change Order, approved by Engineer and issued by Owner, on a form approved by the Owner and the Owner's Attorney. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by applica- tion of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.0I.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12,01.13.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.0I.C). C. Contractor's Fee: The Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2, if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.0I.A.I and 11.0I.A.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 11.01.A.3, the Contractor's fee shall be five percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.01.C.2.a is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.0 LA. I and 11.01,A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01 .A.4, 11.0I.A.5, and 11.01.13; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease; and f. when both additions and credits are involved in any one change, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 12.0l.C.2.a through 12.0I.C.2.e, inclusive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Decays and Extensions of Time A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors performing other work as contemplat- ed by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times , or both. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. EXHIBIT 3 C If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts•or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. F. Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT /ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER PARAGRAPH 12.02 BEING THE CONTRACTOR'S SOLE REMEDY. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspecting, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's Site safety procedures and programs so that they may comply therewith as applicable. 13.03 ,Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.0 and 13.03.D below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.13 shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Con- tract Documents. C. if Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be performed by organizations acceptable to Owner and Engineer. E. If any Work (or the work of others) that is to be'inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, it must, if requested by Engineer, be uncovered for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense unless Contractor has given Engineer timely notice of EXHIBIT 3 Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense, B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. if the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents) or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.11.A is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. repair such defective land or areas; or 2. correct such defective Woek; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work re- moved and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction EXHIBIT 3 period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. E. Contractor's obligations under this Paragraph 13,07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount will be paid by Contractor to Owner. 13.09 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work or to remove and replace rejected Work as required by Engineer in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, take posses- sion of Contractor's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. if the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values A. The Schedule of Values established as provid- ed in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Applica- tion for Payment acceptable to Engineer and Owner. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or EXHIBIT 3 other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 14.02.5 and the payment will be allowed on the net invoice value, less taxes and applicable retainage. The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest - bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 4. Applications for Payment may not include request for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Paragraph 6.06 of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. 5. Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off -site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off -site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off -site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized EXHIBIT 3 early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. B. Review of Applications 1. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations on the Site of the executed Work as an experienced and qualified design professional and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicat- ed; b. the quality of the Work is generally in accor- dance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under Paragraph 9.07, and to any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsi- bilities specifically assigned to Engineer in the Contract Documents; or b. that there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 14.02.B.2. Engineer may also refuse to recommend any such payment or, because of subse- quently discovered evidence or the results of subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such extent as may be necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, or completed Work has been damaged, requiring correction or replace- ment; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. EXHIBIT 3 C. Payment Becomes Due 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02,13) become due, and when due will be paid by Owner to Contractor, D. Reduction in Payment 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or furnish- ing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to set -off against the amount recommended; or d. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.5.a through 14.02.B.5.c or Paragraph 15.02.A. 2. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when Contractor corrects to Owner's satisfaction the reasons for such action. 3. If it is subsequently determined that Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1. 14.03 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. 14.04 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion.. B. Promptly after Contractor's notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will within 14 days after submission of the tentative certificate to Owner notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or correct- ed) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommen- dation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following condi- tions. EXHIBIT 3 1. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready • for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substan- tially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 14.04 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 5.10 regarding property insurance. 14.06 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 14.07 Final Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance certificates of inspection, marked -up record documents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.04.13.7; b. consent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d, complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights, claims, security interests, or encumbrances arising out of the Contract or Liens filed in connection with the Work, to the extent and in such form as may be designated by the Owner. e. an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied. f. a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner. g. a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner or Owner's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien. 4. As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, EXHIBIT 3 the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. B. Engineer's Review of Application and Acceptance 1. If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable subject to the provisions of Paragraph 14.09. Otherwise, Engineer will return the Application for Payment to Contractor, indicat- ing in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due 1. Thirty days, or in accordance with the provisions of Texas Government Code 2251 (Prompt Payment Act), after the presentation to Owner of the Application for Payment and accompanying docu- mentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and , will be paid by Owner to Contractor. 14.08 Final Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. 14.09 Waiver of Claims A. The making and acceptance of final payment will constitute: 1. Deleted by Intention. 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. 3. The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be granted an adjust- ment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. 15.02 Owner May Terneinale for Cause A. The occurrence of any one or more of the following events will justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2, Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's disregard of the authority of Engineer; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents. EXHIBIT 3 B. If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety ) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or conversion), 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.13, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Work performed. D. Notwithstanding Paragraphs 15.02.B and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph S.OI.A, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.13, and 15.02.C. 15.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. hn such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 3. all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any suns finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the Contract and recover from Owner payment on the same terms as provided in Paragraph 15.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Paragraph 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as permitted by this Paragraph. EXHIBIT 3 ARTICLE 16 - DISPUTE RESOLUTION 16.01 Methods and Procedures A.Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute "), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties are free to pursue whatever action or rights they may have in equity or at law. ARTICLE 17 - MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regula- tions, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 17.04 Survival of Obligations A. All representations, indemnifications, warran- ties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Docu- ments, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Controlling Law and Venue A. This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. B. This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 17.07 Non - Discrimination As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. § §12101- 12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon EXHIBIT 3 request, for purposes of evaluating compliance with this and other provisions of the Contract. 17.08 Independent Contractor In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 17.09 Gifts to Public Servants (a) (b) (c) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. Notwithstanding any other legal remedies, the Owner may require the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. 17.10 Right to Audit Contractor's Records By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. 17.11 Notice of Contract Claim This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 17.12 Successors and Assigns The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 17.13 Written Notice Except as otherwise provided within these General Conditions, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 17.14 Rights and Remedies; No waiver of Rights by Owner (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under EXHIBIT 3 the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 17.15 Interest The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Article 14 of these General Conditions. Should.a conflict arise between the PO, RFP document, contractor terms, or contract: the terms and conditions set forth in the negotiated contract shall prevail. EXHIBIT 3 SUPPLEMENTARY CONDITIONS The terms in the Supplementary Conditions will have the same meaning as in the General Conditions of the Construction Contract (EJCDC C -700, 2002, Edition) SC -1 SC -2 SC -3 SC -4 The following modifications shall be made to 1.01 A; Delete 1.01 A. 19. and insert the following: 19. Engineer- -The word "Engineer" in these specifications shall be understood as the Owner's representative that has been authorized to act in that particular position. The City of Denton Senior Engineer, Mamun Yusuf, shall assist the Owner's during the Pre - Construction Conference, Visits to Site and Observations of Construction, Shop Drawings and Samples, Applications for Payment, and coordination with other Owner's representatives. Insert the following in 1.01 A as definition number 28. Renumber the definitions to reflect the change (ie, "Modification" is number 28; 28 is 29; etc.): 28. MODIFICATION - (a) Written Amendment; (b) Change Order; (c) Field Order; (d) Work Change Directive Add the following to 1.01 A. 47. Where in the Bonds and elsewhere in the contract, the terms "Special Provisions ", and "Special Conditions" appear they shall be read to mean "Supplementary Conditions ". Delete 1.02 C. and insert the following: C. Day 1. A "calendar day" shall be a day of twenty-four hours measured from midnight to the next midnight, and is any day of the year, no days being excepted ". 2. A "working day" shall be a day, not including Saturdays, Sundays or any of the following holidays: New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, in which weather or other conditions not under the control of the Contractor will permit construction of the principal units of the work for a period of not less than seven hours between 7:00 a.m. and 6:00 p.m. Delete Paragraph 2.05 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor's Review of Construction Documents: Before undertaking each paid of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any work affected thereby. In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the Bidding of the Contract, the Contractor shall be deemed to have included the most expensive in his Bid." Delete Paragraph 3.01 B. of the General Conditions in its entirety and insert the following in its place: SC -5 SC -6 SC -7 SC -8 SC -9 SC -10 EXHIBIT 3 C. Evidence of Insurance: Before any Work at the Site is started, Contractor shall deliver to the Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which Owner or any additional insured may reasonably request) which Contractor is required to purchase and maintain in accordance with Article S. Amend Paragraph 2.07 A. by adding the following: Such acceptance of the contract completion schedule in no way affects the Contract Times. Add a new paragraph immediately after paragraph 2.07 of the General Conditions which is to read as follows: 2.08 Change in Contract Time A. The Contract Times may be changed only as set forth in Article 12 of the General Conditions, and a progress schedule shall not constitute a change in the Contract Times. Amend Paragraph 3.01 A. by adding the following: The title and headings contained in the contract documents and the subject organization are used only to facilitate reference, and in no way define or limit the scope of intent of any of the provisions of this contract. Add to paragraph 3.01 D. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be altered only by a Modification. Amend paragraph 3.03. A.3. of the General Conditions by striking out the following words: "that Contractor shall not be liable to Owner or Engineer for failure to report any such conflict, error, ambiguity or discrepancy unless Contractor knew or reasonably should have known thereof." and add the following: In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the Bidding of the Contract, the Contractor shall be deemed to have included the most expensive in his Bid. Delete Paragraph 4.02 of the General Conditions in its entirety and insert the following in its place: 4.02 Examination of Plans, Specifications and Site of the Work A. Bidders are advised that the plans, specifications and other documents listed in Paragraph 4.02 C shall constitute all the information which the Owner shall furnish. Bidders are required, prior to submitting any proposal, to review the plans and read the specifications, proposal, contract and bond forms carefully; to visit the site of the work; to examine carefully local conditions; to inform themselves by their iudependent research, tests and investigations of the difficulties to be encountered and judge for themselves the accessibility of the work and all attending circumstances affecting the cost of doing the work or time required for its completion; and to obtain all information required to make an intelligent proposal. SC -11 SC -12 SC -13 SC -14 SC -15 SC -16 ZT161M EXHIBIT 3 B. No information given by the Owner or any official thereof, other than that shown on the plans and contained in the specifications, proposals and other contract documents, shall be binding upon the Owner. Bidders shall rely exclusively upon their own estimates, investigations, tests and other data which are necessary for full and complete information upon which the proposal may be based. Any bidder, by submitting his bid, represents and warrants: that he has prepared his bid in accordance with the specifications, with full knowledge and understanding of the terms and provisions thereof, that he has reviewed, studied and - examined the bid prior to the signing and submission of same; and that he was cognizant of the terms of his proposal, verified his calculations and found them to be correct and agrees to be bound thereby. Delete Paragraphs 4.03 and 4.04. of the General Conditions in their entirety. Deleted Intentionally. Delete Paragraph 5.02 A. of the General Conditions in its entirety and insert the following in its place: 5.02 Licensed Sureties and Insurers A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. Delete Paragraph 5.03 B.: The limits of liability for the insurance required by Paragraph 5.04 of the General Conditions shall provide as a minimum the coverage indicated in the document entitled "City of Denton Insurance Requirements for Contractors" that follows these Supplementary Conditions and not less than the amounts required by Laws and Regulations. Amend paragraph 5.04 B.7. by changing "two years" to "three years ". Delete Paragraph 5.06 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor shall purchase and maintain property insurance upon the work at the site on a replacement cost basis with a limit not less than 100% of the Project's replacement value thereof (subject to such deductible amounts as may be provided in these Supplementary Conditions or required by Laws and Regulations). This limit should include "soft cost," or expenses relating to the construction project(s) over and above those costs which would have been incurred if there had been no loss. These soft costs should include, but not be limited to, interest, additional taxes, advertising/promotional expenses, additional commissions, loss of rents, architects or Engineering fees. This insurance shall: EXHIBIT 3 1. include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 13.1 (SC -15) of these Supplementary Conditions, each of whom shall have an insurable interest and shall be listed as an additional insured; 2. be written on a Builder's Risk "all risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss and damage to the Work, temporary buildings, false work and Work in transit and shall insure against at least the following perils; fire lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, and such other causes of loss as may be specifically required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of Engineers and architects); 4. cover materials and equipment in transit to the Project site, and materials that the Contractor has taken possession of whether stored at the Project site; allow for Partial Utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued. The policies of insurance required to be purchased and maintained by Contractor in accordance with this paragraph 5.06 shall comply with the requirements of paragraph 5.06 C. SC -18 SC -.19 SC -20 Delete Paragraph 5.06 B. of the General Conditions in its entirety and insert the following in its place: B. Contractor shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 13.1 (SC -15) of these Supplementary Conditions, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. Amend paragraph 5.06 C by revising the last sentence to add the following: and will contain a waiver of subrogation by the insurance company against the Owner and each additional insured. Delete Paragraph 5.06 D. of the General Conditions in its entirety and insert the following in its place: D. Owner shall not be responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Contractor shall determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from or connected with operations under this contract whether or not said losses are covered by insurance. The acceptance of certificates or other evidence of insurance by the Owner, Engineer, and/or others listed as additional insured in Paragraph 5.04 B.1 (SC -15) that in any respect do not comply with the Contract requirements does not release the Contractor from compliance herewith. SC -21 SC -22 SC -23 SC -24 SC -25 EXHIBIT 3 Delete Paragraph 5.06 E. of the General Conditions in its entirety. Delete Paragraph 5.07 of the General Conditions in its entirety. Delete Paragraph 6.05. A. of the General Conditions in its entirety and insert the following in its place: 6.05 Substitutes and "Or Equals" A. Where equipment and products are specified by name, no substitutes or "or- equal" will be considered or approved unless the term "or- equal" is included in the acceptable manufacturer section of that Specification. I. If substitutes or "or equals" are specifically permitted for consideration by the individual Specifications, they must be submitted and will be reviewed and evaluated in accordance with the provisions established in General Condition paragraph 6.05 and in Division 1 of the Specifications. Any determination made by the Engineer is subject to the review and approval of the Owner and the Owner's determination shall be final. Amend paragraph 6.05 B. by changing the reference in the last sentence from 6.05.A.2 to 6.05.A.I Amend paragraph 6.05 C. by deleting the third sentence and replacing it with the following sentence: No "or- equal" or substitute will be ordered, installed or utilized until Engineer's review is complete, which will be evidenced by either a Change Order or Field Order. SC -26 Amend paragraph 6.05 E. by changing the reference in the first sentence from 6.05.A.2 to 6.05.A. In addition, amend paragraph 6.05 E. by deleting the word "substitute" in all locations and replacing it with the phrase "substitute or "or- equal"". SC -27 SC -28 Amend paragraph 6.06 A. by adding the following to the last sentence: unless called for in the Contract Documents. Add the following text at the end of 6.06 Concerning SubContractors, Suppliers, and Others, Part G: No work may be performed by any SubContractor until the Contractor executes a subcontract with SubContractor which, as provided in this paragraph, expressly incorporates the provisions of the contract documents as binding on and applying to the SubContractor insofar as they are applicable to the work performed by the SubContractor. The Contractor shall provide written documentation to the Owner which indicates the name of the Subcontractor, the date the subcontract was executed and the value of the executed subcontract. No work may be performed by any SubContractor until the written documentation is provided following execution of the subcontract. The Contractor also must provide written notification of any amendment or changes in any subcontract value. SC -29 SC -30 SC -31 SC -32 EXHIBIT 3 Add a new paragraph immediately after paragraph 6.06 G of the General Conditions which is to read as follows: H. Owner or Engineer may furnish to any such SubContractor, Supplier, or other person or organization, to the extent practicable, information about amounts paid to Contractor in accordance with Contractor's Application for Payment on account of the particular SubContractor's, Supplier's, other person's or other organization's Work. Add a new paragraph immediately after paragraph 6.08 A of the General Conditions which is to read as follows: In accordance with the Federal Water Pollution Control Act, 33 U.S.C. Para. 1251 -1387 (1990), also known as the Clean Water Act, as amended in 1987 and codified at 40 C.F.R. Part 122, the Contractor shall be required to obtain a stormwater discharge permit for construction activity from the United States Environmental Protection Agency (EPA). Under current regulations, construction activities including clearing, grading and excavation, must be permitted for storm water discharge unless the operations result in the disturbance of less than five acres total land areas which are not part of a larger common plan of development. The Contractor is required to submit a Notice of Intent (NOI) for stormwater discharges associated with industrial activity under the NPDES General Permit with EPA at least two days prior to the date on which construction is to commence. In addition the Contractor shall prepare and retain on -site a Stormwater Pollution Prevention Plan in accordance with EPA requirements. Add a new paragraph immediately after paragraph 6.09 C. of the General Conditions which is to read as follows: D. All Bidders are required to complete and submit with their Bid the Vendor Compliance to State Law form, which follows the proposal. Add the following language at the end of the first sentence of paragraph 6.10 A. of the General Conditions: The Owner qualifies as an exempt agency as defined by the statutes of the State of Texas. The Contractor shall comply with all statutes and rulings of the State Comptroller. SC -33 Add the following sentence to paragraph 6.12 of the General Conditions: Drawings submitted upon completion of the project will be submitted by the Contractor on full size set of construction plans. SC -34 Revise paragraph 6.13.A.3 of the General Conditions to read as follows: other property at the site or adjacent thereto, including trees, shrubs, lawns, lawn irrigation systems,..... Add the following paragraphs to Article 6.13.13 of the General Conditions: The Contractor shall comply with the provisions of the Occupational Safety and Health Act of 1970, and the standards and regulations issued thereunder and warrant that all work, materials, and products furnished under this contract will conform to and comply with said standards and regulations which are in existence on the date of this contract. The Contractor further agrees to indemnify and hold harmless the Owner and the Engineer for all damages suffered by the Owner and the Engineer as a result of the Contractor's failure to comply with the Act and the SC -3S [.Y0I11 EXHIBIT 3 Standards issued thereunder and for the failure of any material and /or equipment furnished under this contract to so comply. The Contractor shall also comply with all pertinent provisions of the "Manual of Accident Prevention in Construction" issued by the Associated General Contractors of America, Inc., if not in conflict with those of the Occupational Safety and Health Act of 1970 and shall maintain an accurate record of all cases of death, occupational disease, and injury requiring medical attention or causing loss of time from work, arising out of and in the course of employment or work under the contract. The Contractor alone shall be responsible for the safety, efficiency, and adequacy of his equipment and employees, and for any damage which may result from their failure or their improper construction, maintenance or operation. Per Texas House Bill 1569 effective as of September 1, 1989, it shall be the responsibility of the Contractor to provide and maintain a viable trench safety system at all times during construction activities. The Contractor is directed to become knowledgeable and familiar with the standards as set forth by the Occupational Safety and Health Administration (OSHA) for trench safety that will be in effect during the period of construction of the project and the contract is responsible for conforming to such regulations as prescribed by OSHA standards. A bid item for trench excavation safety protection and shoring is included in the proposal. Amend paragraph 6.16 by revising the last sentence to read: If Engineer determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. Delete Paragraph 6.17. C. 2. of the General Conditions in its entirety and insert the following in its place; 2. All Shop Drawings shall be in strict compliance with the Contract Documents. The Contractor may seek a deviation by requesting a Modification. All approved Written Amendments, Change Orders, Field Orders and /or Work Change Directives shall be incorporated into the Shop Drawings. The Contractor may submit a Shop Drawing or sample that varies from compliance with the Contract Documents providing the submittal is accompanied by a Shop Drawing Deviation Request. If the proposed Modification is approved by the Engineer, the submittal will be considered to be in strict compliance with the Contract Documents and it will be reviewed in accordance with the Contract Documents. If the proposed Modification is not approved, the submittal will be returned to the Contractor with appropriate comments. All Shop Drawings shall bear a duly executed statement by the Contractor as set forth hereinunder. THIS SHOP DRAWING HAS BEEN REVIEWED AND DETERMINED TO BE IN ❑ COMPLIANCE ❑ COMPLIANCE SUBJECT TO APPROVAL OF ATTACHED CHANGE ORDER/FIELD ORDER AND WITH THE CONTRACT DOCUMENTS AS MODIFIED BY ADDENDA, CHANGE, ORDER AND FIELD ORDER. CONTRACTOR BY EXHIBIT 3 .. .._ DATE SC -37 Delete Paragraph 6.17 C. 3. of the General Conditions in its entirety and insert the following in its place: 3. The Contractor may submit a Shop Drawing or Sample that varies from strict compliance with the Contract Documents providing the submittal is accompanied by a proposed Change Order or Field Order. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be considered in strict compliance with the Contract Documents. Submittals under this provision shall bear a duly executed statement by the Contractor as set forth in paragraph 6.17 C.2. as modified in these Supplementary Conditions. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be reviewed in accordance with the Contract Documents. If the Change Order or Field Order is not approved, the submittal will be returned to the Contractor with appropriate comments. SC -38 Delete the following from 6.17 D.3. "unless Contractor has in writing called Engineer's attention to each such variation at the time of each submittal as required by paragraph 6.17 C.3. and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval" SC -39 Delete the last sentence in paragraph 6.17 E. The following shall be added: All resubmittals shall be in strict compliance with the Drawings, Specifications and Contract Documents, and only the changes permitted from the prior submittal shall be modifications or additional information addressing specifically the Engineer's previous comments. SC -40 Delete the following from paragraph 6.18 - "or as Owner and Contractor may otherwise agree in writing." Add the following language at the end of the second sentence of paragraph 6.18 of the General Conditions: Contractor assumes and bears responsibility for all costs and time delays associated with any variation from the requirements of the Contract Documents. SC -41 Delete the following fi-om paragraph 6.20. — "but only to the extent caused b any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of the may be liable" replace with the following language: IS CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF CONTRACTOR, ANY SUBCONTRACTOR, ANY SUPPLIER, OR ANY INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM ANY OF THE WORK OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, REGARDLESS OF WHETHER. OR NOT CAUSED IN PART BY ANY NEGLIGENCE OR .OMISSION OF AN INDIVIDUAL OR ENTITY INDEMNIFIED HEREUNDER OR WHETHER LIABILITY IS IMPOSED -UPON SUCH INDEMNIFIED PARTY BY LAWS AND REGULATIONS REGARDLESS OF THE NEGLIGENCE OF ANY SUCH INDIVIDUAL OR ENTITY. SC -42 Add the following paragraph after Paragraph 6.21 Delegation of Professional Design Services: 6.22 Performance of Work by the Contractor EXHIBIT 3 Contractor Participation: Except as otherwise provided, the Contract shall perform no less than 25 percent (25 %) of the work with his own organization. The on -site production of materials produced by other than the Contractor's forces shall be considered as being subcontracted. If, during the progress of work hereunder, the Contractor requests a reduction in such participation percentage and the Owner determines that it would be to the Owner's advantage, the percentage of work required to be performed by the Contractor may be reduced; provided, written approval of such reduction is obtained by the Contractor from the Owner. MOEN SC -44 SC -45 SC -46 SC -47 SC -48 Delete Paragraph 8.01 of the General Conditions in its entirety and insert the following in its place: 8.01 Communications to Contractor. A. Owner will issue project communications related to the administration of the Construction contract through the Engineer. Delete Paragraph 8.02 A of the General Conditions in its entirety and insert the following in its place: A. In the case of termination of the employment of the Engineer, Owner will notify the Contractor of their intent to appoint a different Engineer to the Project. Contractor may voice any objections with regard to the Owner's replacement Engineer within a reasonable time set by the Owner and Owner will take these objections (if any) into consideration before appointing the new Engineer. Amend Paragraph 8.09 A. by adding the following: Any failure or neglect on the part of Owner, or Engineer to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. Delete paragraph 8.10 in its entirety. Delete Paragraph 9.01 of the General Conditions in its entirety and insert the following in its place: 9.01 Authority of Engineer A. Engineer is the Owner's representative during the construction period. However, any determination made by the Engineer is subject to the review and approval of the Owner and the Owner's determination shall be final. Delete Paragraph 9.03 of the General Conditions in its entirety and insert the following in its place: 9.03 Project Representative A. The Owner may elect to have a Resident Project Representative on the Site. The Owner may also have an assistant Resident Project Representative on the Site that will report directly to the Resident Project Representative. The duties, responsibilities and the limitations of authority of the Resident Project Representative, and designated assistants, are as follows: EXHIBIT 3 1. Resident Project Representative is the Owner's agent at the site, will act as directed by and under the supervision of the Owner, and will confer with Owner regarding Resident Project Representative's actions. Resident Project Representative's dealings in matters pertaining to the -on -site Work shall in general be with either the Owner and Contractor, keeping all parties advised as necessary. Resident Project Representative's dealings with SubContractors shall only be through or with full knowledge and approval of Contractor. Resident Project Representative shall generally communicate with Owner with the knowledge of and under the direction of Owner. B. Duties and Responsibilities of Resident Project Representative and designated assistants: I . Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedules of values prepared by Contractor and consult with Owner concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project - related meetings, and prepare and circulate copies of minutes thereof. Liaison: a. Serve as Owner's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of Contract Documents; and assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on -site operations. b. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and Samples. b. Receive Samples which are furnished at the Site by Contractor, and notify Owner of availability of Samples for examination. C. Advise Owner and Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by Owner or Engineer. Review of Work, Rejection of Defective Work, Inspections and Tests: a.. Conduct on -site observations of the Work in progress to determine if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Owner whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Owner of Work the Resident Project Representative believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Verify that tests, equipment and systems start-up and operating and maintenance training are conducted in the presence of appropriate personnel, and the Contractor maintains adequate records thereof, and observe, record and report to Owner appropriate details relative to the test procedures and start-ups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to Owner. EXHIBIT 3 6. Interpretation of Contract Documents: Report to Owner when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Owner. 7. Request for Revisions: Consider and evaluate Contractor's suggestions for revisions to Drawings or Specifications and report with Resident Project Representative's recommendations to Owner. Transmit to Contractor in writing decisions as issued by Owner. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, Owner's clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to Contractor and other Project related documents. Reports: a. Furnish to Owner periodic reports as required of progress of the work and of Contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. b. Consult with Owner in advance of scheduled major tests, inspections or start of important phases of the Work. C. Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from Contractor and recommend to Owner Written Amendments, Change Orders, Work Change Directives, and Field Orders. d. Report immediately to Owner the occurrence of any accident. 10. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Owner, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment at the Site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to Owner for review and forwarding to Owner prior to final payment for the Work. 12. Completion: a. Before Owner issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has performed inspections required by laws or regulations, ordinances, codes or order applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work. C. Conduct a final inspection in the company of Owner and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to Owner concerning acceptance. SC -49 SC -50 SC -51 EXHIBIT 3 C. Limitations of Authority of Resident Project Representative and designated assistants: 1. Shall not authorize any deviation fi•om the Contract Documents or substitution of materials or equipment (including "or- equal" items), unless authorized by Owner. 2. Shall not exceed limitations of Owner's authority as set forth in Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of Contractor, SubContractor, Suppliers, or Contractor's superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of Owner or Contractor. 6. Shall not accept shop drawing or sample submittals from anyone other than the Contractor, 7. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by Owner. Delete Paragraph 9.04 of the General Conditions in its entirety and insert the following in its place: 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order. The Contractor shall notify the Engineer in writing prior to beginning any Work addressed in a Field Order if the Contractor does not agree that the Work involved represents no additional cost and /or time change in the Contract Documents. Delete Paragraph 9.07 of the General Conditions in its entirety and insert the following in its place: 9.07 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon is subject to the review and approval of the Owner and the Owner's determination shall be final as provided in 9.01 A. Delete Paragraph 9.08 of the General Conditions in its entirety and insert the following in its place: 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work, the quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or Contract Times will be referred initially to Engineer in writing, in accordance with the provisions of paragraph 10.05, with a SC -52 SC -53 EXHIBIT 3 request for a formal decision. Engineer's formal decision thereon is subject to the review and approval of the Owner and the Owner's determination shall be final as provided in paragraph 9.01A B. The rendering of a decision by Engineer pursuant to this paragraph 9.09 and the review and final decision by Owner thereof, with respect to any such claim, dispute, or other matter (except any which have been waived by the acceptance of final payment as provided in paragraph 14.07) will be a condition precedent to any exercise by Contractor of any rights or remedies it may otherwise have under the Contract Documents or by Laws or Regulation in respect to any such claim, dispute, or other matter. Delete Paragraph 10.05 of the General Conditions in its entirety and insert the following in its place: 10.05 Claims A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the claimant to Engineer promptly (but in no event later than 7 days) after the start of the event giving rise thereto. Notice of the amount or extent of the Claim, dispute, or other matter with supporting data shall be delivered to the Engineer within 30 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim, dispute, or other matter). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of paragraph 12.01.13. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of paragraph 12.02.13. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. B. Engineer will issue a written recommendation to the Owner in writing within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. C. If Engineer does not issue a written recommendation within the time stated in paragraph 10.05.13, a decision denying the Claim in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. D. No Claim for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in accordance with this paragraph 10.05. Add the following paragraph after Paragraph 10.05 Claims, Part B Notice: C. Subcontractor claims, Duty of Contractor As provided in paragraph 6.06 G, the provisions of the contract documents are binding on and apply to SubContractors insofar as they are applicable to the work performed by the SubContractor. This especially includes, without limitation, the terms of the general conditions, and any addendums or supplementary conditions modifying the general conditions. In regard to any claim for additional time, additional compensation, or other damages filed by a SubContractor against the Contractor, the Contractor agrees to thoroughly review and analyze the claim in good faith as to its merits and amount. Contractor also agrees that it will not present or pass the claim through to the Owner as if it were the Contrator's claim, if the claim is subject to any valid legal or equitable defenses available to either Owner or Contractor under the contract documents, the terms of the subcontract, or applicable statutory or case law, which defenses include, but are not limited to, any and all notice and claim defenses arising under the subcontract or the contract documents. If the SubContractor claim is subject to any valid legal or equitable defense under the contract documents, the subcontract, or applicable statutory or case law, Contractor shall, as a condition precedent to the filing of any claim against the Owner by virtue of any derivative liability of the Owner under the contract documents or applicable law, defend against the invalid SubContractor claim in a court of competent jurisdiction, at Contractor's sole cost and expense. Failure of Contractor to defend against invalid SubContractor claims as required in this paragraph shall constitute a complete and unequivocal waiver of any right of Contractor to seek SC -54 SC -55 SC -56 SC -57 SC -58 SC -59 EXHIBIT 3 reimbursement from Owner. Further, if the Contractor fails to provide the defense required above, Contractor shall be obligated to indemnify and reimburse Owner for all expenses and costs, including but not limited to attorney's fees and expert. witness costs, incurred by Owner in defending any lawsuit based upon a SubContractor claim, in which lawsuit a valid legal or equitable defense was available under the contract documents, the subcontract or applicable statutory or case law. In Section 10.05 Claims, revise the existing headings of Paragraphs C, D, E and F to read D, E, F and G. Amend paragraph 11.01 A. of the General Conditions by striking out the following words in the third sentence: "those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B." and adding the following: "those paid for the Work included in the Contract Price, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B. Contractor shall provide certified payroll records listing personnel classifications and salaries for all individuals involved in additional Work. Salaries for those not included in the certified payroll will be considered as being compensated under paragraph 11.01 B. ". Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the second sentence: "without limitation superintendents, foreman" and adding the following: "one foreman (unless agreed upon prior to beginning Work). Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the last sentence: "be included in the above" and adding the following: "not exceed 1.5 times regular pay and shall be included in the above" Amend paragraph 11.01 B.1 by adding the following to the list of excluded personnel in the first sentence: Superintendents Amend paragraph 11.01 D. by modifying the sentence to read as follows; "...., and submit in a form and at intervals acceptable to Engineer..." Delete Paragraph 11.03 C. of the General Conditions in its entirety and insert the following in its place: C. The unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment in accordance with paragraph 10.05 under the following conditions: 1. if the total cost of a particular item of Unit Price Work amounts to twenty percent (20 %) or more of the Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than twenty percent (20 %) from the estimated quantity of such item indicated in the Agreement; and 2. if there is not corresponding adjustments with respect to any other item of Work; and SC -60 SC -61 SC -62 SC -63 SC -64 EXHIBIT 3 3. if Contractor believes that Contractor has incurred additional expense as a result thereof; or if Owner believes that the quantity variation entitles Owner to an adjustment in the Unit Price, either the Owner or Contractor may make a claim for an adjustment in the Contract Price in accordance with Article 11.01 if the parties are unable to agree as to the effect of any such variation in the quantity of the Unit Price Work performed. Add new paragraph following 11.03 11.04 No Claims for Delays A. The Contractor agrees to make no claims for damage for delay in the performance of the Contract occasioned by any act or omission to act of the Owner, Engineer, or any of the Engineer's or Owner's agents, and agrees that any such claim shall be fully compensated by an extension of time, as set forth in a Change Order, to complete performance of the work as provided herein. Delete Paragraph 12.01 A. of the General Conditions in its entirety and insert the following in its place: A. The Contract Price may only be changed by a Change Order or Written Amendment. Any claim by Contractor for an adjustment in the Contract Price shall be in writing to the Engineer and will be processed in accordance with Article 10 hereof. Delete Paragraph 12.02 A. of the General Conditions in its entirety and insert the following in its place: A. The Contract Times (or Milestones) may only be changed by a Change Order or Written Amendment which shall be processed in accordance with Article 10 hereof. Amend paragraph 12.03 A. by deleting "abnormal weather condition." Add following: No time extension will be allowed for weather conditions. Add the following paragraph to 13.03.13 of the General Conditions: 13.03.13.3 for tests or inspections resulting from failure of initial test and inspections. The Contractor shall be responsible for payment of these tests and inspections. Add the following to 13.03 of the General Conditions: During the progress of the work, all materials, equipment and workmanship shall be subjected to such inspections and tests as will assure conformance with the contract requirements. Inspections and tests as required will be performed by an independent testing laboratory approved by the Owner and paid for by the Contractor. All inspection and testing reports shall be furnished to the Owner and the Engineer as they are completed. The Contractor shall be responsible for coordination of all testing. The Owner shall have the right to perform additional testing by its own testing laboratory if it desires. The Contractor shall furnish at his expense all necessary specimens and samples for such additional testing. Any test results by the Owner or his representative not meeting the specifications will require additional tests and inspections paid for by the Contractor. The Engineer will determine the additional testing and extra inspection required to obtain substantial conformance with the Contract. SC -65 SC -66 SC -67 EXHIBIT 3 In the event materials, construction -items or products incorporated in the work fail to satisfy the minimum requirements of the initial test, appropriate additional tests shall be made as directed by the Owner to determine the extent of the failure and to verify that the corrective measures have brought the item up to specification requirements. The cost of all testing necessary to determine the extent of the failure and the adequacy of the corrective measures shall be the responsibility of the Contractor. Tests, unless otherwise specified, shall be made in accordance with the latest methods of the American Society for Testing and Materials. The Contractor shall provide such facilities as the Owner may require for collecting and forwarding samples and shall not use the materials represented by the samples until tests have been made. The Contractor shall furnish adequate samples without charge. The inspections and tests made by the Owner, its inspectors or agents shall ordinarily be made without cost to the Contractor unless otherwise expressly specified in the contract documents. The Contractor shall furnish without additional cost to the Owner such materials for testing as may be reasonably necessary. Retesting after failure to pass tests shall be at the expense of the Contractor. Should the percentage of rejected material or equipment be unreasonably large, the additional cost of such inspections and tests resulting therefrom shall be borne by the Contractor. The Owner shall judge what is extra inspection and shall determine the additional cost thereby and payable by the Contractor. Delete Paragraph 13.04 of the General Conditions in its entirety and insert the following in its place: 13.04 Uncovering Work A. If any Work is covered contrary to the request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense. B. In circumstances different from 13.04 A above, if Engineer considers it necessary or advisable that covered Work be observed by the Engineer or inspected or tested by others, Contractor at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. Add the following to paragraph 13.07 A.: When early acceptance of a Substantially Completed portion of the Work is accomplished in the manner indicated, the correction period for that portion of the Work shall commence at the time of substantial completion of that Work. Delete Paragraph 13.08 A, of the General Conditions in its entirety and insert the following in its place: A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. SC -68 SC -69 SC -70 SC -71 SC -72 EXHIBIT 3 Delete Paragraph 13.09 C. of the General Conditions in its entirety and insert the following in its place: C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. Delete paragraph 14.01 of the General Conditions in its entirety and replace with the following paragraph: The schedule of values submitted as provided in paragraph 2.05.13.3 will serve as the basis for progress payments, subject to acceptance by Engineer, and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed. Contractor shall submit a detailed schedule of values of the work to be performed on the project in conformance with Section 0 13 10 Schedules, Reports and Payments. Delete Paragraph 14.02 A,3. of the General Conditions in its entirety and insert the following in its place: 3. The amount of retainage with respect to progress payments will be five percent (5 %) of the total amount of completed Work and properly stored materials on hand. In addition to the amount retained above, the Owner may retain additional amounts as set forth elsewhere in the Contract Documents. Amend the first sentence of paragraph 14.02 C.1. to read as follows: "Thirty (30) days after presentation of the Application for Payment to Owner ...." Delete 14.02 D. 1. d. Add new paragraphs immediately after paragraph 14.02 D. 1.c. of the General Conditions which are to read as follows: d. Owner has been notified of Contractor's failure to make payments to SubContractors or Suppliers or for labor; C. Contractor's failure to submit up -to -date record documents as required by GC -6.12; f. Contractor's failure to submit monthly progress schedule updates or revised schedules as requested by the Owner or Engineer; control; g. Contractor's failure to provide Project photographs required by Specifications; h. Unsatisfactory progress of the work not caused by conditions beyond the Contractor's Contractor's failure to carry out instructions of the Owner or his representative; j. Owner has a reasonable doubt that the contract can be completed for the balance then unpaid; SC -73 SC -74 SC -75 SC -76 EXHIBIT 3 k. Damage to another Contractor; Claim filed by or against Contractor or reasonable evidence indicating probable fling of claims; or m. Owner has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a through 14.02.13.5.1 or paragraph 15.02.A. Add a new paragraph immediately after 14.02 D. 3. 4. Owner may permanently withhold payment from Contract Price for a. liquidated damages incurred by Contractor, or C. Costs for tests performed by the Owner to verify that work previously tested and found to be defective has been corrected. Verification testing is to be provided at the Contractor's expense to verify products or constructed works are in compliance after corrections have been made. Delete Paragraph 14.04 of the General Conditions in its entirety and insert the following in its place: 14.04 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. Promptly thereafter, Owner, Contractor, and Engineer shall make an inspection of the Work to detennine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. If Engineer considers the Work substantially complete, Engineer will prepare and deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner will thereafter review the tentative certificate of Substantial Completion and make a final determination as to substantial completion which will be communicated to the Contractor in writing within 20 days after receipt of the tentative certificate. Delete Paragraph 14.07 A.1. of the General Conditions in its entirety and insert the following in its place A. Application for Payment 1. After Contractor has satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance certificates of inspection, marked -up record documents (as provided in paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. Add the following after paragraph 14.07 C. In the event the Contractor fails to attain Substantial Completion of the entire Project (all bid items except final clean -up) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, SC -77 SC -78 SC -79 EXHIBIT 3 etc. In the event the Contractor fails to attain Final Completion of the entire Project (all bid items) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, etc. The Owner will be the sole judge as to whether the work has been completed within the allotted time. Accordingly, it is agreed and understood that said amount is to be assessed by the Owner, not as a penalty, but as a predetermined and agreed upon liquidated damage. Additionally, assessment of liquidated damages by the Owner shall not constitute a waiver of the Owner's right to sue and collect additional damages which Owner may sustain by the failure of the Contractor to perform in accordance with the terms of its Contract. Delete Paragraph 14.08. of the General Conditions in its entirety and insert the following in its place: 14.08 Final Completion Delayed A. If after Substantial Completion of the Work final completion thereof is materially delayed though, no fault of the Contractor, and the Engineer so confirms, Owner, upon certification by Engineer, and without terminating the Agreement, may make payment of all or a portion of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for the Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to Engineer prior to certifications of such payment. Such payment, if approved, shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Delete Paragraph 14.09. of the General Conditions in its entirety and insert the following in its place: 14.09 Waiver of Claims A. The acceptance of final payment by the Contractor shall constitute a waiver of all claims by Contractor against Owner. Delete Paragraph 15.01 of the General Conditions in its entirety and insert the following in its place: 15.01 Owner's Right to Temporarily Suspend Work A. Reasons for Suspension. The Owner shall have the right by written order to temporarily suspend the work, in whole or in part, whenever, in the judgment of the Owner, such temporary suspension is required: 1, in the interest of the Owner generally, 2. due to government or judicial controls or orders which make performance of this contract temporarily impossible or illegal, to coordinate the work of separate Contractors at the job site, 4. to expedite the completion of a separate contract even though the completion of this particular contract may be thereby delayed, 5. because of weather conditions unsuitable for performance of the work, or 6. because the Contractor is proceeding contrary to contract provisions or has failed to correct conditions considered unsafe for workmen. SC -80 EXHIBIT 3 B. The written order of the Owner to the Contractor shall state the reasons for suspending the work and the anticipated periods for such suspension. Upon receipt of the Owner's written order, the Contractor shall suspend the work covered by the order and shall take such means and precautions as may be necessary to properly protect the finished and partially finished work, the unused materials and uninstalied equipment, including the providing of suitable drainage about the work and erection of temporary structures where necessary. The Contractor shall not suspend the work without written direction from the Engineer and shall proceed with the work promptly when notified by the Engineer to resume operations. C No additional compensation shall be paid to the Contractor for such suspension under Paragraph 15.01 A.6. above or otherwise where same is caused by the fault of the Contractor. Where such temporary suspension is not due to the fault of the Contractor, he shall be entitled to: 1. An equitable extension of working time for the completion of the work, not to exceed the delay caused by such temporary suspension, as determined by the Owner; and 2. the actual and necessary costs of properly protecting the finished and partially finished work, unused materials and uninstalled equipment during the period of the ordered suspension as determined by the Owner as being beyond the contract requirements, such costs, if any, to be determined on the basis set forth in Article 12 of the General Conditions, and 3. where the Contractor elects to move equipment from the job site and then return it to the site when the work is ordered resumed, the actual and necessary costs of these moves, in an amount determined by the Owner under the provisions of Article 12 of the General Conditions Delete Paragraph 15.02 of the General Conditions in its entirety and insert the following in its place: 15.02 Contractor Default: Owner's Right to Suspend Work and Annul Contract A. The work or any portion of the work under contract shall be suspended immediately on written order of the Owner declaring the Contractor to be in default. A copy of such notice shall be served on the Contractor's surety. The contract may be annulled by the Owner for any good cause or causes, among others of which special reference is made to the following: 1. failure of the Contractor to start the work within 10 days from date specified in the written work order issued by the Owner to begin the work; 2. substantial evidence that the progress of the work being made by the Contractor is insufficient to complete the work within the specified working time; 3. failure of the Contractor to provide sufficient and proper equipment, materials or construction forces for properly executing the work; 4. substantial evidence that the Contractor has abandoned the work or discontinuance of the performance of the work or any part thereof and failure to resume performance within a reasonable time after notice to do so; 5. substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the work; 6. deliberate failure on the part of the Contractor to observe any requirements of these specifications or to comply with any orders given by the Engineer as provided for in these specifications; 7. failure of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Owner; 8. substantial evidence of collusion for the purpose of illegally procuring a contract or perpetrating fraud on the Owner in the construction of work under contract; SC -81 EXHIBIT 3 repeated and flagrant violations of safe working procedures; 10. the filing by the Contractor of litigation against the Owner prior to final completion of the work. B. When the work is suspended for any of the causes itemized above, or for any other cause or causes, the Contractor shall discontinue the work or such part thereof as the Owner shall designate, whereupon the surety may either at its option assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue and perform the same or, with the written consent of the Owner, sublet the same, provided, however, that the surety shall exercise its option within two weeks after the written notice to discontinue the work has been served upon the Contractor and upon the surety or its authorized agents. The surety in such event shall assume the Contractor's place in all respects and shall be paid by the Owner for all work performed by it in accordance with the terms of the contract, but in no event shall such payments exceed the contract amount, regardless of the cost to the surety to complete the work. All monies remaining due the Contractor at the time of his default shall thereupon become due and payable to the surety as the work progresses, subject to all terms of the contract. In case the surety does not, within the hereinabove specified time, exercise its obligation to assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue, then the Owner shall have the power to complete by contract or otherwise, as it may determine, the work herein described or such part thereof as it may deem necessary; and the Contractor hereto agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies and property of every kind provided by the Contractor for the purpose of his work and to procure other tools, equipment and materials for the completion of the same and to charge to the account of the Contractor the expense of said contract for labor, materials, tools, equipment and expenses incident thereto. The expense so charged shall be deducted by the Owner out of such monies as may be due or may at any time thereafter become due the Contractor under and by virtue of the contract or any part thereof. C. The Owner shall not be required to obtain the lowest bid for the work of completing the contract, but the expenses to be deducted shall be the actual cost of such work. In case such expense is less than the sum which would have been payable under the contract if the same had been completed by the Contractor, then in such case the Owner may pay the Contractor the difference in the cost, provided that the Contractor shall not be entitled to any claim for damages or for loss of anticipated profits. D. In case such expense shall exceed the amount which would have been payable under the contract if the same had been completed by the Contractor, the Contractor and his surety shall pay the amount of the excess to the Owner on notice from the Owner for excess due including any costs incurred by the Owner, such as inspection, legal fees and liquidated damages. When any particular part of the work is being carried on by the Owner by contract or otherwise under the provisions of this section, the Contractor shall continue the remainder of the work in conformity with the terms of the contract and in such a manner as not to hinder or interfere with the performance of workmen employed as above provided by the Owner or surety. Delete Paragraph 15.03 of the General Conditions in its entirety and insert the following in its place: 15.03 Termination for Convenience of the Owner A. The performance of the work under this contract may be terminated by the Owner in whole or from time to time in part, in accordance with this section, whenever the Owner shall determine that such termination is in the best interest of the Owner. Any such termination shall be effected by mailing a notice of termination to the Contractor specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Mail by the Owner. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the Owner regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the Engineer, the Contractor shall: stop work under the contract on the date and to the extent specified in the notice of termination; EXHIBIT 3 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion the work under the contract as is not terminated; 3. terminate all orders and subcontract to the extent that they relate to the performance of work terminated by the notice of termination; 4. transfer title to the Owner and deliver in the manner, at the times, and to the extent, if any, directed by the Engineer: a. the fabricated or unfabricated parts, work in process, completed work, supplies and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the notice of termination; and b. the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to the Owner. 5. complete performance of such part of the work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the Engineer may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the Owner has or may acquire an interest. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the Engineer a list, certified as to the quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Engineer. Not later than 15 days thereafter, the Owner shall accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Engineer upon removal of the items, or, if the items are stored, within 45 days from the date of submission of the list, and provided that any necessary adjustments to correct the list as submitted shall be made prior to final settlement. C. Within 60 days after notice of termination, the Contractor shall submit his termination claim to the Engineer in the form and with the certification prescribed by the Engineer. Unless one or more extensions in writing are granted by the Engineer upon request of the Contractor, made in writing within such 60 -day period or authorized extension thereof, any and all such claims shall be conclusively deemed waived. D. Subject to the provisions of Paragraph 15.03 C., the Contractor and Owner may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant hereto, provided that such agreed amount or amounts shall never exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. No amount shall be due for lost or anticipated profits. Nothing in Paragraph 15.03 E., hereunder, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Owner to agree upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, shall be deemed to limit, restrict or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph. E. In the event of the failure of the Contractor and the Owner to agree, as provided in Paragraph 15.03 D., upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, the Owner shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. No amount shall be due for lost or anticipated profits. F. In arriving at the amount due the Contractor under this section, there shall be deducted: I. all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion of this contract; 2. any claim which the Owner may have against the Contractor in connection with this contract; and EXHIBIT 3 3. the agreed price for or the proceeds of sale of any materials, supplies or other things kept by the Contractor or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the Owner. G. If the termination hereunder be partial prior to the settlement of the terminated portion of this contract, the Contractor may file with the Engineer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the notice of termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices; nothing contained herein, however, shall limit the right of the Owner and the Contractor to agree upon the amount or amounts to be paid to the Contractor for the completion of the continued portion of the contract when said contract does not contain an established contract price for such continued portion. H. Nothing contained in this section shall limit or alter the rights which the Owner may have for termination of this contract under Paragraph 15.02 hereof entitled "Contractor Default; Owner's Right to Suspend Work and Annual Contract" or any other right which Owner may have for default or breach of contract by Contractor. SC -82 Delete Paragraph 15.04 in its entirety. SC-83 Delete Paragraph 16.01 of the General Conditions in its entirety. SC -84 In paragraph 17.01 A., insert the words "return receipt requested" after the words "certified mail" in line 6. SC -85 In paragraph 17.02 A., remove "such day will be omitted from the computation" in line 6 and replace it with "then the last day of such period shall be the next working day." SC -86 SC -87 SC -88 Add the following paragraph after paragraph 17.05 A.: B. Exclusive venue for any action under this Contract shall be a court of competent jurisdiction in Denton County, Texas. Add the following paragraph after paragraph 17.06: 17.07 Fixed Date Contracts A. All references and conditions for a "calendar contract" in the General Conditions shall apply for a "Fixed Date Contract." Add the following paragraph after paragraph 17.07: 17.08 No Waiver of Legal Rights A. Inspection by the Engineer; any order, measurement, quantity or certificate by the Engineer; any order by the Owner for payment of money; any payment for or acceptance of any work; or any extension of time or any possession taken by the Owner shall not operate as a waiver of any provisions of the contract or any power therein SC -89 SC -90 SC -91 EXHIBIT 3 reserved to the Owner of any rights or damages therein provided. Any waiver of any breach of contract shall not be held to be a waiver of any other or subsequent breach. The Owner reserves the right to correct any error that may be discovered in any estimate that may have been paid and to adjust the same to meet the requirements of the contract documents. The Owner reserves the right to recover by process of law sums as may be sufficient to correct any error or make good any deficiency in the work resulting from such error, dishonesty or collusion by the Contractor or his agents and the Engineer or his assistants, discovered in the work after the final payment has been made. Neither final acceptance of the work, nor final payment shall relieve the Contractor of responsibility for faulty materials or workmanship, and the Contractor shall promptly remedy any defects due thereto and pay for any damage to other work resulting therefrom. Likewise, neither final acceptance nor final payment, nor partial or entire use or occupancy of the work by the Owner shall constitute acceptance of work not done in accordance with the contract documents or relieve Contractor of liability with respect to any expressed or implied warranties or responsibility for faulty materials or workmanship, whether same be patently or latently defective. Add the following paragraph after paragraph 17.08; 17.09 Equal Employment Opportunity A. During the performance of this contract the Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, sex, religion, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees or applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. Contractor shall, in all solicitations or, advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, national origin or age. 3. Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided, advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. Contractor shall include the provisions of this section in all subcontracts pertaining to the work. 5. During the course of the work, the Contractor shall submit to the Engineer, on a monthly basis, a breakdown by minority group of all employees at the site of the work. Add the following paragraph after paragraph 17.09: 17.10 Loss of Anticipated Profits A. Contractor will not be entitled to loss of anticipated profits pursuant to any claim under this Agreement. Add the following paragraph after paragraph 17.10: 17.11 Obligation to Perform Functions SC -92 SC -93 SC -94 SC -95 SC -96 EXHIBIT 3 A. Any failure or neglect on the part of Owner, Engineer or inspectors to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. All bonds must be submitted on Owner forms. Copies are attached. Insurance Certificate must be submitted and issued with the Owner listed as the certificate holder. The Cancellation Policy must read as follows: "Said policy shall not be cancelled, non - renewed or materially changed without 30 days advance written notice being given to the Owner, except when the policy is being cancelled for nonpayment of premium in which case 10 days advance written notice is required." By signing the proposal sheet, the representative has read and understands all plans, specifications, general design standards involved with this project. Deleted by Intention. S „UBCONTRAC,T „ORS,. Each bidder shall submit the names of the SubContractors and material suppliers proposed for such portions of the work as are designated in the bidding documents, and the names of the SubContractors proposed for the principal portions of work. The Bidder will be required to establish to the satisfaction of the Owner the reliability and responsibility of the proposed SubContractor to furnish and perform such portions of this work. Prior to the award of the contract, the Owner will notify the Bidder in writing if the Owner has a reasonable objection to any SubContractor on the list. if the Owner objects to any SubContractor on the list in writing, the Bidder may, at its option, withdraw its bid without forfeiture of bid security, notwithstanding anything to the contrary herein. The Bidder may submit an acceptable substitute without a change in the bid price. SubContractors and other persons and organizations proposed by the Bidder and accepted by the Owner must be used on the work for which they were proposed and accepted and shall not be changed except with the written approval of the Owner. ht�tttd a conflict arise betivtr wtl tile, lq Ott � ,��wc t° tet °ttta ��� °st�� °Mtt �w� ±; �c:a:ttit:�t��ws�tt�;�w ����� �tmtaction doet��ttt�t ttr rontr ct lke terrL and conditions set forth in the `it 2 J�git0n General f"o�td�,:S weial .onditions apd St t h i entat: Conditions and t1le 11 gotiated contract shall rn evail• EXHIBIT 3 City of Denton Special 1 Conditions EXHIBIT 3 ADDITIONAL TERMS AND CONDITIONS Contract Term It is the intention of the City of Denton to award a contract for construction of the project as described in the drawings and specifications. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Scope of Work as identified in Exhibit B. The Contract shall commence upon the issuance of a Notice to Proceed by the City of Denton and shall automatically expire upon completion of the work and acceptance by the City of Denton. Pricing Only firm, lump sum pricing with no escalation will be accepted for this project. Price Adiustments Price adjustments will not be allowed for this project unless a change in scope is approved that increases or decreases the amount of work required. Requests or proposals for changes in scope must be submitted in writing with documentation that provides justification for the change and supporting evidence that describes the basis for the cost change. Upon receipt of such request, the City of Denton reserves the right to either: accept the proposed change as competitive with the general market price at the time and issue appropriate authorizations or reject the increases within 30 calendar days after receipt of a properly submitted request. No work shall be undertaken on a proposed change until authorized by the City of Denton in the form of a Purchase Order change and /or other documentation appropriate to amending the contract. The request can be sent by e -mail to: purehasingncityofdenton.com Or mail to: Or call: City of Denton City of Denton Purchasing Attn: Purchasing Manager (940) 349 -7100 RFP # 4811 901B Texas Street Denton, Texas 76209 The City of Denton reserves the right to accept, reject, or negotiate any proposed price changes. Quantities The quantities indicated on the drawings and in the Technical Specification are believed to be accurate but shall be considered only as estimates. The project requires complete and functional construction of the substation perimeter fence in accordance with the dimensions presented on the project documents. Differences between the quantities of material required and the estimated quantities will not be considered as basis for a change in the price for the project. In submitting a proposal, the proposer is stating that he has reviewed the project drawings and specifications and understands their intent and has checked the quantities and dimension and is asserting that the proposal is intended to account for all conditions and quantities to complete the project as described in the plans and specification. Substitutions Substitutions are not permitted without the written approval of the City of Denton Purchasing Department. For substitutions prior to the proposal deadline, this will be accomplished with a submittal to the Architect /Engineer, and approval by the City representative, and issuance of a written addendum. For substitutions after contract award, this will be accomplished with a submittal request to the EXHIBIT 3 Architect /Engineer, and approval by the City representative, and issuance of a written contract change order. Product Chanizes Durime 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 the Project Manager with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be rejected and must be removed from the site at the supplier's expense. Products that have been installed shall be replaced at the supplier's expense. Patent Rights The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied. Asbestos Free Materials The contractor shall provide asbestos -free materials as represented by the Manufacturer's "Materials Safety Data Sheets" mi jlr s 0"r l rrtrr 1lc1 rr ir "rrr l� rrtt Yrrcsit .rr r Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non - confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. Adding New Products or Services to the Contract after Award Following the Contract award, ADDITIONAL services of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor to provide a proposal on the additional services and shall submit proposal to the City as instructed. All submitted prices are subject to negotiation in accordance with Texas Government Code 2254. The City may accept or reject the proposal, and may issue a separate RFQ for the services requested, after rejecting some, or all, of the proposal. The services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. Samples Respondents must make samples available in accordance with the specification and upon request by the City of Denton prior to award with no costs to the City. EXHIBIT 3 Venue This agreement shall be governed by the law, of the State of Texas and venue for its construction and enforcement shall lie in the courts of Denton County, Texas. Silence of Specifications The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. Prevailing Wage Rates In accordance with Texas Government Code 2258, the awarded contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd/contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). Notwithstanding any other provision of this Contract, the awarded contractor hereby represents and warrants that the contractor shall pay to each of its employees a wage not less than what is currently known as the "Federal Minimum Wage" and any increase or amendments thereto. Furthermore, contractor shall produce proof of compliance with this provision by contractor to the City. The City shall withhold payments due to contractor until contractor has complied with this provision. Prior to any payment being made for work satisfactorily completed and accepted, contractor shall submit wage rate affidavits with its billing documents affirming that all employees have been paid not less than the current "Federal Minimum Wage ". Special Permitting Requirements The awarded contractor shall work with identified City staff to obtain the necessary permits for construction of the project. Contracts and Bonds Successful awarded contractor will be required to sign original contract and submit a performance and payment bonds for 100 percent of the total proposal submitted before work is to commence. The contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended. The City shall normally return the proposal bonds within ten (10) working days after the proposal due date, except for the three top ranked firms. The three top ranked firms will be retained by the City until the required contract and bonds have been executed, after which they shall be returned. SPECIAL CONDITIONS FOR GRANT FUNDED PURCHASES DAVIS BACON COMPLIANCE REQUIREMENTS The Contractor shall comply with the requirements of the Davis -Bacon Wage Act and the Wage Rate Requirements under Section 1606 of the Recovery and Reinvestment Act (the Act) and shall indemnify the City from liability for any failure to pay wages in compliance with the Act. The contractor shall ensure that all laborers and mechanics employed in the performance of the project for which the EXHIBIT 3 assistance is provided, including those employed by subcontractors, are paid wages at rates not less than those prevailing on similar work in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly referred to as the `Davis - Bacon Act'). The bidder who is awarded the Contract shall pay the wage rate in effect as of the date the Contract is awarded. The Contractor shall cooperate with the City by providing information in the form and frequency requested by the City concerning the type of work performed, the number of hours worked, and the hourly rates paid for the various types of work performed by all workers on the Project. The Contractor shall allow City staff to conduct on -site wage interviews and shall post information concerning the Act as requested by the City. All contractors and subcontractors must comply with Davis -Bacon Wage Rates. A RII latiL aee intetdicrnn M7 deleted as not avvticable. Note: Where necessary to make the context of these articles applicable to this award, the term "Contractor" shall mean "Recipient" and the term "Subcontractor" shall mean "Subrecipient or Subcontractor" per the following definitions. Recipient means the organization, individual, or other entity that receives an award from DOE and is financially accountable for the use of any DOE funds or property provided for the performance of the project, and is legally responsible for carrying out the terms and conditions of the award. Subrecipient means the legal entity to which a subaward is made and which is accountable to the recipient for the use of the funds provided. The term may include foreign or international organizations (such as agencies of the United Nations). Davis -Bacon Act (a) Definition.— "Site of the work" — (1) Means- - (i) The primary site of the work. The physical place or places where the construction called for in the award will remain when work on it is completed; and (ii) The secondary site of the work, if any. Any other site where a significant portion of the building or work is constructed, provided that such site is (A) Located in the United States; and (B) Established specifically for the performance of the award or project; (2) Except as provided in paragraph (3) of this definition, includes any fabrication plants, mobile factories, batch plants, borrow pits, job headquarters, tool yards, etc., provided - (i) They are dedicated exclusively, or nearly so, to performance of the award or project; and (ii) They are adjacent or virtually adjacent to the "primary site of the work" as defined in paragraph (a)(1)(i), or the "secondary site of the work" as defined in paragraph (a)(1)(h) of this definition; (3) Does not include permanent home offices, branch plant establishments, fabrication plants, or tool yards of a Contractor or subcontractor whose locations and continuance in operation are determined wholly without regard to a particular Federal award or project. In addition, fabrication plants, batch plants, borrow pits, job headquarters, yards, etc., of a commercial or material supplier which are established by a supplier of materials for the project before opening of bids and not on the Project site, are not included in the "site of the work." Such EXHIBIT 3 permanent, previously established facilities are not a part of the "site of the work" even if the operations for a period of time may be dedicated exclusively or nearly so, to the performance of a award. (b) (1) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, or as may be incorporated for a secondary site of the work, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Any wage determination incorporated for a secondary site of the work shall be effective from the first day on which work under the award was performed at that site and shall be incorporated without any adjustment in award price or estimated cost. Laborers employed by the construction Contractor or construction subcontractor that are transporting portions of the building or work between the secondary site of the work and the primary site of the work shall be paid in accordance with the wage determination applicable to the primary site of the work. (2) Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (e) of this article; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such period. (3) Such laborers and mechanics shall be paid not less than the appropriate wage rate and fringe benefits in the wage determination for the classification of work actually performed, without regard to skill, except as provided in the article entitled Apprentices and Trainees. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. (4) The wage determination (including any additional classifications and wage rates conformed under paragraph (c) of this article) and the Davis -Bacon poster (WH -1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (c) (1) The Contracting Officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the award shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when all the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination. (ii) The classification is utilized in the area by the construction industry. (iii)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable EXHIBIT 3 relationship to the wage rates contained in the wage determination. (2) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits, where appropriate), a report of the action taken shall be sent by the Contracting Officer to the Administrator of the: Wage and Hour Division Employment Standards Administration U.S. Department of Labor Washington, DC 20210 The Administrator or an authorized representative will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. (3) In the event the Contractor, the laborers or mechanics to be employed in the classification, or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator of the Wage and Hour Division for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. (4) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs (e)(2) and (c)(3) of this article shall be paid to all workers performing work in the classification under this award from the first day on which work is performed in the classification. (d) . Whenever the minimum wage rate prescribed in the award for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (e) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program; provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. Rates of Wages The minimum wages to be paid laborers and mechanics under this award involved in performance of work at the project site, as determined by the Secretary of Labor to be prevailing for the corresponding classes of laborers and mechanics employed on projects of a character similar to the contract work in the EXHIBIT 3 pertinent locality, are included as an attachment to this award. These wage rates are minimum rates and are not intended to represent the actual wage rates that the Contractor may have to pay. Payrolls and Basic Records (a) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of 3 years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and last 4 digits of the social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b) (2) (B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under paragraph (d) of the article entitled Davis -Bacon Act, that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (b) (1) The Contractor shall submit weekly for each week in which any award work is performed a copy of all payrolls to the Contracting Officer. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under paragraph (a) of this article. This information may be submitted in any form desired. Optional Form WH -347 (Federal Stock Number 029 - 005- 00014 -1) is available for this purpose and may be purchased from the -- Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 The Prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the award and shall certify — (i) That the payroll for the payroll period contains the information required to be maintained under paragraph (a) of this article and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the award during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in the Regulations, 29 CFR Part 3; and (iii)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the award. EXHIBIT 3 (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the "Statement of Compliance" required by subparagraph (b)(2) of this article. (4) The falsification of any of the certifications in this article may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code. (c) The Contractor or subcontractor shall make the records required under paragraph (a) of this article available for inspection, copying, or transcription by the Contracting Officer or authorized representatives of the Contracting Officer or the Department of Labor. The Contractor or subcontractor shall permit the Contracting Officer or representatives of the Contracting Officer or the Department of Labor to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit required records or to make them available, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. Withholding of Funds The Contracting Officer shall, upon his or her own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this award or any other Federal award with the same Prime Contractor, or any other federally assisted award subject to Davis -Bacon prevailing wage requirements, which is held by the same Prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the award. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the award, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. Apprentices and Trainees (a) Apprentices. (l) An apprentice will be permitted to work at less than the predetermined rate for the work they performed when they are employed - (i) Pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship and Training, Employer, and Labor Services (OATELS) or with a State Apprenticeship Agency recognized by the OATELS; or (ii) In the first 90 days of probationary employment as an apprentice in such an apprenticeship program, even though not individually registered in the program, if certified by the OATELS or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. (2) The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force EXHIBIT 3 under the registered program. (3) Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph (a)(1) of this article, shall be paid not less than the applicable wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. (4) Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. (5) Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. (6) In the event OATELS, or a State Apprenticeship Agency recognized by OATELS, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (b) Trainees. (1) Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer, and Labor Services ( OATELS). The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by OATELS. (2) Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed in the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate in the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the OATELS shall be paid not less than the applicable wage rate in the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered EXHIBIT 3 program shall be paid not less than the applicable wage rate in the wage determination for the work actually performed. (3) In the event OATELS withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (4) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under this article shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR Part 30. Compliance with Copeland Act Requirements The Contractor shall comply with the requirements of 29 CFR Part 3, which are hereby incorporated by reference in this award. Subcontracts (Labor Standards) (a) Definition. "Construction, alteration or repair," as used in this article means all types of work done by laborers and mechanics employed by the construction Contractor or construction subcontractor on a particular building or work at the site thereof, including without limitation— (1) Altering, remodeling, installation (if appropriate) on the site of the work of items fabricated off -site; (2) Painting and decorating; (3) Manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work; (4) Transportation of materials and supplies between the site of the work within the meaning of paragraphs (a)(1)(i) and (ii) of the "site of the work" as defined in the article entitled Davis Bacon Act of this award, and a facility which is dedicated to the construction of the building or work and is deemed part of the site of the work within the meaning of paragraph (2) of the "site of work" definition; and (5) Transportation of portions of the building or work between a secondary site where a significant portion of the building or work is constructed, which is part of the "site of the work" definition in paragraph (a) (1) (ii) of the Davis -Bacon Act article, and the physical place or places where the building or work will remain (paragraph (a) (1) (i) of the Davis Bacon Act article, in the "site of the work" definition). (b) The Contractor or subcontractor shall insert in any subcontracts for construction, alterations and repairs within the United States the articles entitled— (1) Davis -Bacon Act; (2) Contract Work Hours and Safety Standards Act -- Overtime Compensation (if the article is included in this award); EXHIBIT 3 (3) Apprentices and Trainees; (4) Payrolls and Basic Records; (5) Compliance with Copeland Act Requirements; (6) Withholding of Funds; (7) Subcontracts (Labor Standards); (8) Contract Termination — Debarment; (9) Disputes Concerning Labor Standards; (10) Compliance with Davis -Bacon and Related Act Regulations; and (11) Certification of Eligibility. (c) The Prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor performing construction within the United States with all the award articles cited in paragraph (b). (d) (1) Within 14 days after issuance of the award, the Contractor shall deliver to the Contracting Officer a completed Standard Form (SF) 1413, Statement and Acknowledgment, for each subcontract for construction within the United States, including the subcontractor's signed and dated acknowledgment that the articles set forth in paragraph (b) of this article have been included in the subcontract. Within 14 days after the award of any subsequently awarded subcontract the Contractor shall deliver to the Contracting Officer an updated completed SF 1413 for such additional subcontract. (e) The Contractor shall insert the substance of this article, including this paragraph (e) in all subcontracts for construction within the United States. Contract Termination -- Debarment A breach of the award articles entitled Davis -Bacon Act, Contract Work Hours and Safety Standards Act -- Overtime Compensation, Apprentices and Trainees, Payrolls and Basic Records, Compliance with Copeland Act Requirements, Subcontracts (Labor Standards), Compliance with Davis -Bacon and Related Act Regulations, or Certification of Eligibility may be grounds for termination of the whole award or in part for the Recovery Act covered work only, and for debarment as a Contractor and subcontractor as provided in 29 CFR 5.12. Compliance with Davis -Bacon and Related Act Regulations All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are hereby incorporated by reference in this award. EXHIBIT 3 Disputes Concerning Labor Standards The United States Department of Labor has set forth in 29 CFR Parts 5, 6, and 7 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes and Appeals as defined in 10 CFR 600.22. Disputes within the meaning of this article include disputes between the Contractor (and any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. Certification of Eligibility (a) By entering into this award, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government awards by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (b) No part of this award shall be subcontracted to any person or firm ineligible for award of a Government award by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (c) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 100L Approval of Wage Rates All straight time wage rates, and overtime rates based thereon, for laborers and mechanics engaged in work under this award must be submitted for approval in writing by the head of the contracting activity or a representative expressly designated for this purpose, if the straight time wages exceed the rates for corresponding classifications contained in the applicable Davis -Bacon Act minimum wage determination included in the award. Any amount paid by the Contractor to any laborer or mechanic in excess of the agency approved wage rate shall be at the expense of the Contractor and shall not be reimbursed by the Government. If the Government refuses to authorize the use of the overtime, the Contractor is not released from the obligation to pay employees at the required overtime rates for any overtime actually worked. BUY AMERICAN ACT - SUPPLIES (Applicable to certain 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- EXHIBIT 3 (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. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". EXHIBIT 3 Bond Number: 106190290 EXHIBIT 3 PERFORMANCE BOND STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN 'BY THESE PRESENTS: ThatArciier western Construction, LLC whose address is 1411 Greenwav Drive, Irvin;, 'Texas 75038 hereinafter called Principal, and the City of Denton, a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of TWO HUNDRED AND SIXTY FIVE THOUSAND AND EIGHT HUNDRED AND EIGHTEEN DOLLARS AND TWELVE CENTS ($265,818.12), in lawful money of the United States, to be paid in Denton County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The amount of this Bond shall automatically be increased by any Change Order or Supplemental Agreement, however, increases to this bond and the Contract price shall not exceed twenty -five (25) percent in the aggregate of the original authorization contract amount, in accordance with Texas Local Government Code 252.048, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond.. THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into Contract 5684, with the City of Denton as the Owner, dated the 6TH day of November A.D. 2014, a copy of which is hereto attached and made a part hereof, for the Construction Services stated within Contract 5684. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms; conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original term thereof and any extension thereof which may be granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants., terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and /or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect. EXHIBIT 3 PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in Denton County, State of Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by Article 7.19 -1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrument is executed in 3 _copies, each one of which shall be deemed an original, this the 6 day of November, 2014 ATTEST: SECRETARY Matthew M. Walsh IV NXM Witness PRINCIPAL Archer Western Construction l LC BY:� L/ PRESIDENT Daniel P. Walsh SURETY BY l "r aveler s, Casu alty ariaSuret� nipa��y_ Just�ne Miele Witness BY ATTORNEY N-FA C—T Kerry Pecora The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Carmen Mims STREET ADDRESS: 1301 E. Collins Blvd., Richardson, TX 75081 (NOTE: Date of Performance Bond mast be date of Contract. If Resident Agent is not a corporation, give a person's name.) EXHIBIT 3 Bona Number: 106190290 PAYMENT BOND STATE OF TEXAS COUNTY OF D13NTON KNOW ALL MEN BY THESE PRESENTS: ThatArcher western Construction, LLC whose address is 1411 Greenway Drive Irving Texas 75038 hereinafter called Principal, and the City of Denton,, a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of TWO HUNDRED AND SIXTY FIVE 'THOUSAND AND EIGHT HUNDRED AND EIGHTEEN DOLLARS AND TWELVE CENTS S in lawful, money of the 'United States, to be paid in Denton County, `I. "exas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, succossors, and assigns, jointly and severally, firmly. by these presents. The amount of this Bond shall automatically be increased by any Change Order or Supplemental Agreement, however, increases to this bond and the Contract price shall not exceed twenty- five (25) percent in the aggregate of the original authorization contract amount, in accordance with Texas Local Government Code 252.048, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond. THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into Contract 5684, with the City of Denton as the Owner, dated the 6TH day of November A.D. 2014, a copy of which is hereto attached and made a part hereof, for the Construction Services stated within Contract 5684. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, firms, subcontractors, corporations and claimants supplying labor and /or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract that may hercaller be made, notice of which modifications to the Surety being hereby expressly waived, then this obligation slial'I be void; otherwise it shall remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. EXHIBIT 3 Exhibit Insurance Requirements EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal /Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department salisfactor), certificates of insurance, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal /bid opening, since the insurance requirements may not be modified or waived after proposallhid opening unless a written exception has been submitted with the proposal /bid Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. 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 orn the certifr.cate 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 tern of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: , All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout Ilse 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 Worker's 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 I in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's 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 _ _.........w. ........ . ..... __._.... 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 ___..,J.. each occurrence are required. [a 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. [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the goveriunental 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. EXHIBIT 3 B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll anzounts' and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed -by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: I. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees EXHIBIT 3 of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 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 CERTIFICATE OF LIABILITY INSURANCE LY AND CON f - F THIS CERTIFICATE IS ISSUE AS A MATTER OF INFORMATION ONLY AND CONF -'RS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS ER F A E D E N AFF R A E OR NEGA VEL A END E TEND OR BELOW„ T' 'C T 0 S NOT I M TV LY T1 Y M ' X CO T C THIS CERTIFICATE 0 1 C 0 END, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES TH S F INSURANCE DOES N T CONSTITUTE A N RA 0 0 UC , CERTIFICATE IC E CONSTITUTE LITE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE R PR D ER AND THE ER F AT HOLD R ER. ORT If '0 rtitI C, t, holder L I S the must 151, endorsed. _D_ P'l icyli, P AN .1 tilt n A NA N RF , S) must M w SUBROGAT]514�S WAIVE , i.bioct to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such enclorsement(s), PRODUCER C(5WT A C I Aon Risk services central, Inc, NAMU� .f'11I1i5F_­..111­_ . . ........... ........... '4X Chicago IL office (866) 283-7122 363-0105 200 East Randolph -M.." . . . . . . ... ............. . 0()- E-MAIL Chicago IL 60601 USA ADDRESS: 826 63 REVISION NUM BERt , VIL, B N BS UED 10 THE INSURED NAMED A130VE FOR THE F10I ICY r�F mc)5- _Fjo OF ANY CONTRACT OR OTHER DOCUMENTW�'TH RESPECT TOW'HIC� I- IS '"ORDED BYE POL101"S DESCRIBED HEREIN IS SI�OJEGT TO AU, THE TERMS, HAVE GREEN REDI ICED '�Y PAID CLAIMS, Limits shown are as re -w—, SURANCE BER POLICY LF E C, rx—P X COMMERCIAL GENERAL MIDDWYYY MOD(Yyyy' LIMITS LIA131L TY 01 1, 4 IM EACH OCCURRENCE CLAIMS-MADE � OCCJR G EN'L A G G R E G A T E L I- . M .. .IT .- . AP P� — LIE S PER : POLICY 0X_ PRO- LOC JECT I '1 1 OTHER: B AUTOMOBILE LIABILITY B X ANYAUTO ALL OWNED SCHEDULED AUTOS AU rOS H I RED AUTOS LN014-OWNED A UTOS A LAIMX UMBRELLA LIAB X OCCUR MADE ADE EXCESS LIAB CS- U D17 0 RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR ( PARTNER / EXECUTIVE Y�h Of FK,,ER)MLnAaFR EXCLUDED?. (MandaCory In NH) desmbu undev P1,1PNON Or C)PERAIJONS hebw B 1 losc I i7l Cvg Mw � 47 PKG8901908 AOS 41CABS902008 MA ONLY 41,4 rIP89021.08 Excess General Liability MED EXP (Any one person) _,", . ... . . ............ —, PERSONAL & ADV INJURY GENERZAGGREGAT'E- PRODUCTS - COMPIOP AGG . . ...... . .... . /2 01.4 TI 0 1 201r, —COMBINED INCR I- —LIMIT 06/01/201A 06/01/2015 BODILY INJURY (Per person) BODILY INJURY (Pet accident) PROPERTY ITAMA 'F EACH OCCURRENCE AGGREGATE E L EACH ACCIDEN r E.L. DISEASE-EA EMPLOYEE DISEASE-POLICY LIMIT Aggregate DESCRIPTION OF OPERATIONS t LOCATIONS f VEHICLES (ACORD 1'CJN,. Additions! Remarks Schedule, may be attached if more Space Is required)mm RE: Lake Ray Roberts WTP Manways - Contract Agreement NO.: 5684„ AWC lob No.: 214145. see attached. CERTIFICATE HOLDER CANCELLATION IM 00 1, 2, 0 0 0 N(_)() $_2__,_06'0,_600 $2,000,000 $10,000, $1,000, $1,000, , S1,000, F11 1 0 —00 1 $2,000, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Denton Water Division 'TUT O 901 B Texas street RIZED REPRESENTATIVE Denton, TX 76209 USA @1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD I LO C, C� r1_ 7 0 Z O !I I 52 INSURER(S) AFFORDING COVERAGE NAIC INSURED Archer western Construction, . ......... . INSURER A: Allile Wo0d National Assurance Coripany 'NSU 10690 LLC 1411 GreenwaY Drive R­­ ArCh Insurance company 1.1150 Irving TX 75038 USA INSURER C: - -------- ­ . ......... . . . ..... . ..... INSURER D: . . . ....... — ® - . .... INSURER E: 826 63 REVISION NUM BERt , VIL, B N BS UED 10 THE INSURED NAMED A130VE FOR THE F10I ICY r�F mc)5- _Fjo OF ANY CONTRACT OR OTHER DOCUMENTW�'TH RESPECT TOW'HIC� I- IS '"ORDED BYE POL101"S DESCRIBED HEREIN IS SI�OJEGT TO AU, THE TERMS, HAVE GREEN REDI ICED '�Y PAID CLAIMS, Limits shown are as re -w—, SURANCE BER POLICY LF E C, rx—P X COMMERCIAL GENERAL MIDDWYYY MOD(Yyyy' LIMITS LIA131L TY 01 1, 4 IM EACH OCCURRENCE CLAIMS-MADE � OCCJR G EN'L A G G R E G A T E L I- . M .. .IT .- . AP P� — LIE S PER : POLICY 0X_ PRO- LOC JECT I '1 1 OTHER: B AUTOMOBILE LIABILITY B X ANYAUTO ALL OWNED SCHEDULED AUTOS AU rOS H I RED AUTOS LN014-OWNED A UTOS A LAIMX UMBRELLA LIAB X OCCUR MADE ADE EXCESS LIAB CS- U D17 0 RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR ( PARTNER / EXECUTIVE Y�h Of FK,,ER)MLnAaFR EXCLUDED?. (MandaCory In NH) desmbu undev P1,1PNON Or C)PERAIJONS hebw B 1 losc I i7l Cvg Mw � 47 PKG8901908 AOS 41CABS902008 MA ONLY 41,4 rIP89021.08 Excess General Liability MED EXP (Any one person) _,", . ... . . ............ —, PERSONAL & ADV INJURY GENERZAGGREGAT'E- PRODUCTS - COMPIOP AGG . . ...... . .... . /2 01.4 TI 0 1 201r, —COMBINED INCR I- —LIMIT 06/01/201A 06/01/2015 BODILY INJURY (Per person) BODILY INJURY (Pet accident) PROPERTY ITAMA 'F EACH OCCURRENCE AGGREGATE E L EACH ACCIDEN r E.L. DISEASE-EA EMPLOYEE DISEASE-POLICY LIMIT Aggregate DESCRIPTION OF OPERATIONS t LOCATIONS f VEHICLES (ACORD 1'CJN,. Additions! Remarks Schedule, may be attached if more Space Is required)mm RE: Lake Ray Roberts WTP Manways - Contract Agreement NO.: 5684„ AWC lob No.: 214145. see attached. CERTIFICATE HOLDER CANCELLATION IM 00 1, 2, 0 0 0 N(_)() $_2__,_06'0,_600 $2,000,000 $10,000, $1,000, $1,000, , S1,000, F11 1 0 —00 1 $2,000, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Denton Water Division 'TUT O 901 B Texas street RIZED REPRESENTATIVE Denton, TX 76209 USA @1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD I LO C, C� r1_ 7 0 Z O !I I 52 EXHIBIT 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION - CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 60 days, except for cancellation for non - payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: 003 Policy Number: 41WCI8910901 Named Insured: THE WALSH GROUP, LTD. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 06/01/2014 00 ML0087 00 11 10 Page 1 of 1 EXHIBIT 3 Endorsement No.: 17 This endorsement, effective: June 1. 2014 (at 12:01 A.M. prevailing time at the address stated in Item 1. (b) of the Declarations) forms a part of Policy No.: 0305 -6149 Issued to: The Walsh Group, Ltd By: Allied World National Assurance Company SCHEDULE OF ADDITIONAL CANCELLATION NOTICE Person(s) or d )t g tnization(�, tress (On file with broker) The company shall mail written notice of cancellation not less than sixty (60) days [or ten (10) days in the event any premium is not paid when due] in advance of the cancellation date stating the reason for cancellation to the person(s) or organization(s) listed in the Schedule above. A written notice of such cancellation shall be mailed only when a valid address in provided. The company shall also mail xritten notice of cancellation not less than sixty (60) days [or ten (10) days in the event any premium is not paid when due] in advance of the cancellation date stating the reason for cancellation to all certificate holders where written notice of the cancellation of this policy is required by written contact, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed on the Declarations of this policy for the purpose of complying with such request. The broker or agent must provide the company with such names and addresses at least thirty (30) days prior to \ hen written notice of cancellation is required. The company is not responsible for any delays in the notice of cancellation to any certificate holder in the event the broker or agent fails to provide the necessary information within the required time. A written notice of such cancellation shall be mailed only when a valid address in provided. All other terms and conditions of this policy remain unchanged. Allied World National Assurance Company By= Louis Iglesias Title: President, U.Smm Property 8 Casualty Date of Issuance: September 3, 2014 WGManuL Page 1 of 1 EXHIBIT 3 .._ EXHIBIT 3 BUSINESS OVERVIEW QUESTIONNAIRE L Contractor Name : Archer Western Construction, LLC 2. Address (Principle Place of Business: 1411 Greenway Drive Irving, TX 75038 3, Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes, Archer Western has had an established physical presence in Texas for over 20 years. 4. Tax Payer ID#: 27- 0887868 5. Email Address of Primary contact: Travis Vick - tvick @walshgroup.com 6. Website Address: www.walshgroup.com 7. Telephone: 972 -457 -8500 8. Fax: 972 -457 -8501 9. Other Locations: 17 offices - nationwide; 1 - Oslo, Norway; 1 - Canada 10, Organization Class: Partnership Individual Partnership Corporation Association 11. Date Established September 3, 2009 12. Former Business Name: Archer Western Contractors, Ltd. 13. Date of Dissolution: Not dissolved; The Walsh Group added this entity to help in the transition of family ownership to the Fourth generation of Walsh's. 14. Subsidiary Of: The Walsh Group of Companies 15. Historically Underutilized Business: Yes or No No Daniel P. Walsh - President; Matthew Walsh - Corporate Secretary; Tim Gerken - 16. Principals and Officers: CFO; Don Gillis - President of Heavy Civil Group; David Casey - COO; Scott Smiley - Texas Business Group Leader; Jeff Polak - Program Manager Please detail responsibilities with the name of each principal or officer. 17. Key Personnel and Responsibilities: Travis Vick, Project Manager; Matthew Dueling - Superintendent; Please detail responsibilities with the name of each key personnel. Coordination and Correspondence prior to work beginning - Travis Vick Coordination and Correspondence once work begins - Matthew Dueling ........ — -- EXHIBIT 3 18. Number of Personnel by Discipline: NIA Discipline Number of Staff # Registered 19. Services Provided by Firm: See attached 2 Year history Project List Please provide a detailed listing of all services that your company provides. Please detail your prior experience working on similar projects with Texas governmental entities. Please detail your similar services provided over the past two (2) years. Detail documented proof of at least three (3) projects in the past two (2) years. Please detail these services, including, the nature of the services provided, and the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. Texas Business Group has not filed nor been named in any litigation involving our company and the Owner within the past 5 ears. 21. Please provide at least (3) three references (preferabyly municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. See attached 2 Year History Project List 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 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 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? Yes htw411w&2,3y M a xs hiL. Lm'-L 'i lsdo SlIaNveblo « aS Lu It K to c j rl n_ 'l_A I)A ,' ]) S toe level =l &p keyvalue =1926 25. Please indicate the total number of projects your Firm has undertaken within the last five years? Within the last 5 years, our Texas Business Group has undertaken 142 water infrastructure projects. 26. Insurance Information a. Name of Insurance Carrier b.. Agent Name c. Address of Agency d. City /State e. Phone Number f. Email address of Agent Travelers Casualty and Surety Company Jodi Wallace One Tower Square Hartford, CT 860 - 277 -0111 jmwallace@aew-insurance.com EXHIBIT 3 27. List all subcontractors whom respondent estimates will fulfill 15% or more of the contract: None at this time 28. 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- Archer Western a. Proposing firms principle place of business: 1411 Greenway Drive Irving, TX 75038 972 -457 -8500 The Walsh Group b. Company's majority owner principle place of business: 929 West Adams St Chicago, IL 60607 312- 563 -5400 The Walsh Group c. Ultimate Parent Company's principle place of business: 929 West Adams St Chicago, IL 60607 312 - 563 -5400 r idrN, 01- _ j' . EXHIBIT 3 City of Denton Purchasing 901 -B Texas St. Denton, TX 76209 Phone: (940) 349 -7100 Fax (940) 349 -7302 www.denton ourchasinm com Substitute W -9 Form The IRS requires all vendors to complete a W -9 Form. The information on this form must be filled out, signed and submitted by a vendor representative. All information must be completed before a purchase order or payment will be issued. Name as shown on your Income tax return: ArdierWeslam(onslyddon,LLC Tax Id /Soclal Security #: 27 -0687868 Under penalties of perjury, I certify that 1. The number shown on this form is my correct taxtaxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exempt from backup witholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a US citizen or other U.S. person -for fededral tax purposes as defined at the bottom of this page *. Authorized Signature: „www_ _ Printed ,allinrf Address: Company Name: ArcherWestem Construction LLC Contact Neme: Tend Keckler Address: 1411 Greenway Drive Irvinn. TX 75038 t lteok a rro skate box for federal' tax classiflcattorl re ulretl' Individual/ ❑ Sole ❑ Corporation ❑ Partnership Proprietor Must designate C or S Terri A Kedder Email: tkeckler@walshgroup.Com Webslte: wwwmalshgroup.00m Phone Number. 972 -057 -8500 Fax Number: 972457 -8501 Limited Other ® Liability ❑ Pleases specify: p �'' ❑ C Exempt s Business Type: Reel Estate Equipment Royalties (A -2) ❑ Rental/Lease (A1) ❑ Rental/Lesse (A -9) ❑ ❑ Medical/Health Care Services Only (A- Merchandise- Merchandise & ❑ 7) ❑ Goods Only (A -7)] Services (A -7) E3 Legal Firm /Attorney (A -C) Consultant/Prof Proceeds from Fees (A-7) Real Estate Purchases (S) Type of Organization: ❑ Minority P Female Owned ❑ Non Profit ❑ Historically Underutilized Owned Business *Definition of a U.S. Person -For Federal Tax purposes, you are considered a U.S. person If you are: (a) an individual who Is a U.S. citizen or U.S. resident (b) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States (c) an estate (other than a foreign estate), or (d) a domestic trust (as defined In Regulations Section 301.7701 -7). COD Page 1 9/23/2011 EXHIBIT 3 Vendor Information Not Required for W -9 Form Remit Address (if different from above) Company Name: Contact Name: Terri Keckler Address: 1411 Greenway Drive �r r Email: tkeckler@walshgroup.00m Phone Number: 972. 457 -8500 Fax Number 972457$501 __ w List Products and/or Services interested m Iiddi:� General Constructlon Services For Internal Use Only ❑ New Vendor ❑ Vendor Change Vendor Number ❑ Refund ACH Infonnatlon- Voluntary ABA Routing# 011"86 . Contact Name : Jan Bukowlecld Bank Account# 2218051 Bank Name : The Private Bank ACH Email: Ikedder@walshgroup.com ACH Email; tvick@ralshgroup.com Phone Number. 312. 564 -1324 Requesting Department: Date: Department Representative (Printed Name) Purchasing Signature: Date: Fax Number. I (we) authorize the City of Denton to deposit payments Into the checking account listed, The authority remalns In effect until the City of Denton has received written notification from me of termination In time to allow reasonable opportunity to act on It, or until the City of Denton has sent me written notice of termination of the agreement, Vendor Signature Print Namefritie Tend Keckler /Sr. Business Group Aomuntant Date October 31, 2014 COD Page 2 9123/2011 EXHIBIT 3 I b n, 1 i t EXHIBIT 3 __. -- .............. ... ... .. CONFLICT OF INTEREST QUESTIONNAIRE FORM CYQ For vendor or other erson doing business with localy lZovernmental entitle 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 Date Received 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 filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. Archer Western Construction, LLC zl Check this box if you are filing an update to a previously filed questionnaire. L J (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7d' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) .. Name o£locel government officer ... _.. , ., m.. ._..m .. .. er with whom filer has an employment or business relationship. None 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? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes I--] 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? DYes 0 No D. Describe each affiliation or business relationship. ................ .. ...., nr.. ..... e ....e_. �.. ............. . _„ �,.,.._... _ .. ...,,...._...., � �.....M . _. . a� 1113114 P, /sh.re'sIdent — .......__ � ............. Signature of person doing business with the governmental. entity Date EXHIBIT 5 STATE OF TEXAS COUNTY OF DENTON CONTRACT BY AND BETWEEN T1 1 1 t )_I �� C)) ovjq 1r10N, TEXAS S p l" M��: E ..!�`) Y 1(J' µ INC [File No. 57111 THIS CONTRACT is made and entered into this ,� clay of December 2014, by and between CLEAN -CO SYSTEMS, INC. a corporation, whose address is 16308 Avenue C, Channelview, Texas 77530, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City" whose address is 215 East McKinney Street, Denton, Texas 76201, is to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. WITNESSETH: for and in consideration of the payments, covenants and agreements contained herein, and under the conditions expressed in the bonds attached hereto, Contractor agrees with the Owner to commence and complete the performance of the work specified within the agreement, in the amount of $183,324.00; and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the provisions of this Contract, and the Contractor's proposal, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A — Exhibit H ". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Contractor Proposal and Pricing (Exhibit "A") (b) Negotiated Scope of Work and Services and Technical Requirements, Drawings, Graphs, Charts, etc. (Exhibit "B ") (c) Contractor Payments and Performance Milestones (Exhibit "C "); (d) City of Denton Standard Terms and Conditions and Contractual Requirements (Exhibit "D "); (e) Special Terms and Conditions (Exhibit "E "); (f) Insurance Requirements and Documents from Contractor (Exhibit "F "); (g) Contractor's Business Information (Exhibit "G "); (h) Conflict of Interest Questionnaire (Exhibit "H "); 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 this written Contract, and then to the contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as the "Contract Documents," File # 5711 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CLEAN-CO SYSTEMS, INC. A Corporation By: SIGNATURE TYPED NA-ME: CGS TITLE: V . .......... . . -7630 PHONE NUMBER S 161-ew, E-MAIL ADDRESS C01/1i1 ATTEST: L-12 CITY OF DENTON, TEXAS A Texas Municipal Corporatioa By: ..... .......... CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: �t . . .... L ........... File # 5711 EXHIBIT 5 Exhibit A Contract Pricing Details File # 5711 CLE/ N-'- CO S E REMIT TO: P.O. Box 301094 Dallas, TX 75303 -1094 EName/Address City of Denton Description CLEAN LINES- ( 14 DAYS) 20,000 psi, Ultra Multi Phase Hydro Blaster, 600 hp, 42 gpm, with 100' of hose and foot pedal RHD Hydraulic Rotating Pipe Cleaning Machine Vacuum Truck with Operator Pineapple Nozzle 900 It Flex Lance ADS hose 10011 Service Truck /Tools Camera Sysytem PPE Fuel Surcharge (Economic) Supervisor Equipment Operator Technician Technician MOB /DEMOB Travel Time- Supervisor Travel Time- Operator Travel Time- Tech niian Travel Time- Technician Lodging/ Hotel (per double room per day) 4 MEN Per Diem (per person /day) 4 MEN Mileage for Equipment/Trucks- Svc Truck EXHIBIT 5 Estimate Date Estimate # 11/5/2014 2522187 ALL JOBS ARE INVOICED BY THEIR HOURLY RATE & MATERIALS USED. THIS IS AN ESTIMATE ONLY! Total ESTIMATE 'VALID FOR 30 DAYS - THIS IS AN ESTIMATE ONLY Phone # Fax # Web Site Signature (281) 452 -1288 281 - 452 -1293 www.clean- cosystems.com $ 182,324.00 Terms Rep Net 30 days CCS Qty Ulm Rate Total 140 hr 275.00 38,500.00 140 hr 100.00 14,000.00 140 hour 195.00 27,300.00 140 hour 20.00 2,800.00 140 hour 120.00 16,800.00 1 ea 220.00 220.00 140 hr 25.00 3,500.00 14 dy 2,600.00 36,400.00 4 ea 350.00 1,400.00 0.2 38,500.00 7,700.00 140 hour 45.00 6,300.00 140 hour 38.00 5,320.00 140 hour 35.00 4,900.00 140 hour 35.00 4,900.00 8 hr 45.00 360.00 8 hr 38.00 304.00 8 hr 35.00 280.00 8 hr 35.00 280.00 2 Rm 3,500.00 7,000.00 4 ea 700.00 2,800.00 504 mi 2.50 1,260.00 ALL JOBS ARE INVOICED BY THEIR HOURLY RATE & MATERIALS USED. THIS IS AN ESTIMATE ONLY! Total ESTIMATE 'VALID FOR 30 DAYS - THIS IS AN ESTIMATE ONLY Phone # Fax # Web Site Signature (281) 452 -1288 281 - 452 -1293 www.clean- cosystems.com $ 182,324.00 EXHIBIT 5 xhibit B Required uired Sco a of Wor k. and ervices Technical Requirements, Drawings, Graphs, Charts etc. File # 5711 EXHIBIT 5 Scope of Work The intent of this Contract is to obtain complete cleaning services of the Lake Ray Roberts Waterway Pipeline. The work is described in detail in the Technical Specifications of this Contract. The proposal submission shall accurately describe the Contractor's understanding of the objectives and scope of the requested construction and provide an outline of the process to complete the requirements of the project. Special Conditions and Additional Requirement(s): 1. Additional safety precautions shall be instituted by the awarded contractor, as the work environment will be in an area where citizens and employees may be present, and work safety must be coordinated with the owner. 2. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. 3. It is understood that the basis for payment on the work to be done according to the final plans and specifications shall be a time and materials fee as set forth in Contractor's Proposal. Respondent is responsible for making his own quantity estimates and pricing from his own examination of the work to be done. 4. A schedule of Respondent's Quantities and Unit Prices is to be filled out as a part of Respondent's proposal of construction services to the City of Denton. Extensions of units and unit prices must total up correctly. File # 5711 EXHIBIT 5 CONTRACT ADMINISTRATION SUBMITTALS and REQUIREMENTS A. General: the General Conditions, Supplementary Conditions and Special Conditions provide definite times for Contractor to submit certain lists, qualifications, price breakdowns and schedules for administrative procedures including but not necessarily limited to the following: B. List of Subcontractors: before the execution of the Contract, the Respondent awarded the contract will submit to the Owner for its approval a list of all Subcontractors, and /or Respondent's major Subcontractors, which Respondent proposes to use. This list will include each Subcontractor's correct name, mailing address and phone number. C. Contractor's Superintendent: The Contractor shall submit the name and qualifications of the person designated as Project Superintendent within ten (10) days of the receipt of the Notice of Award Letter. D. ,Contract Price Breakdown: upon execution oftheContract, the Contractor shall submit to the Owner for approval a breakdownof theContractprice, itemizing material and labor for the various classifications of work. 1. The Owner will provide forms entitled "DETAILED ESTIMATE" for the Contractor to use to prepare the breakdown. The Owner will also provide an example for the Contractor to generally follow to prepare the breakdown. 2. Unit Price items will be multiplied by the estimated quantities to give the item totals. The total item will then be divided into "material" and "labor" and listed on the breakdown. The breakdown of unit price items into material and labor is required so the Owner may make progress payments on materials delivered before the labor is performed. E. WorkProgress Schedule: Within (7) days of receipt of a Work Order, the Contractor shall submit in duplicate to the Owner for approval an estimated progress schedule for the work in relation to the entire project. The Owner will provide forms entitled "PROPOSED SCHEDULE" for the Contractor to use to prepare his progress schedule. That form is a bar chart with time across the top and work item down the side. The Contractor will fill out this form listing the work items and will show the beginning and ending dates for each item. The Owner will provide an example for the Contractor to generally follow to prepare the progress schedule. F. Estimated Payment Schedule: Prior to starting work, the Contractor shall submit to the Owner an estimate of his monthly payment requests. This shall be reviewed each month during the construction period and revised estimates furnished if significant changes are indicated. File # 5711 EXHIBIT 5 G. Testing and Oual ity Control: Observation of the Contractor's work to determine compliance with the specifications may include testing of the services rendered. THIS IJ LIJ') Ma CONTROL `l'l�OL S1 +�1 "� lCF, DOES NOT RELIEVE TIII +� CONTRACTOR OF HIS TIES) ONS11I1 _,1 "1" "'��'I'I "� �1I1±� � 1) � "( (.'O NSTRIJCTI G'I'llE WORK IN ACCORDANCE WI "I`H ]'HE CO TIIACJ Contractor shall submit appropriate tests including, but not limited to: 1) Any test required in the technical specifications 2) Any test which is required by any local, state, or federal law. MEETINGS: A. Pre - Service Delivery Conference: Prior to start of work, a conference between the Owner and Contractor will be held to discuss provisions of the Contract Documents, explain administrative procedures and coordinate the work effort. Time of pre - service delivery conference will be stated in the Work Order letter for the Contractor. Attendance by Contractor and Contractor's Superintendents is mandatory. 1. Owner will schedule the meeting and provide the meeting place. 2. Attendance: The following are expected to attend: • Owner's Representative. • Consultant's Construction Administrator. • Representatives from Sub - Consultants • Contractor's General Superintendent, Project • Superintendent and Project Coordinator • Representatives of major subcontractors 3. Agenda Items: • List of major Subcontractors and Suppliers • Tentative project schedule • Critical work sequencing • Major equipment deliveries • Designation of responsible personnel • Procedures and processing of field decisions, proposal requests, submittals, change orders, and applications for payment. • Adequacy of distribution of Contract Documents. • Procedures for maintaining Record Documents • Use of Premises: office, work, storage, staging areas; Owner's requirements • Construction facilities, controls and construction aids • Temporary utilities • Safety and first aid procedures • Security procedures • Housekeeping procedures • Other business File # 5711 EXHIBIT 5 4. The Owner's Representative will preside over the meeting. B. Progress Meetings: Service Delivery progress meetings may be called by the Project Manager, Project Inspector or the General Contractor to review job progress or problems. 1. Schedule meeting and notify in writing those concerned at least one week in advance of meeting. 2. Provide a convenient, comfortable meeting place. 3. Contractor's Project Superintendent or Project Manager shall preside over the Progress meeting. 4. Attendance: The following are expected to attend: • Owner's Representative • Consultant's Construction Administrator • Sub - consultants (unless notified otherwise) • Contractor's General Superintendent, Project • Superintendent and Project Coordinator. • Subcontractors having work in progress • Subcontractors whose work will start within the next month • Others as requested by Owner, A1E, or Contractor 5. Agenda • Review, approval of minutes of previous meeting • Review of work progress since previous meeting • Field observation, problems, conflicts • Problems which impede schedule • Review of off -site fabrication, and delivery schedules • Corrective measures and procedures to regain projected schedule. • Revisions to construction schedules • Progress schedules for succeeding period • Schedule coordination • Review proposed changes for effect on construction schedule, on completion date, and effect on other contracts of project • Maintenance of quality standards • Pending changes and substitutions • Other business C. MinutesofMeetings: Contractor shall take notes at meetings and distribute them to those concerned in the form of minutes within four (4) calendar days after meeting. File # 5711 EXHIBIT 5 SURVEYS, MEASUREMENTS AND LAYOUTS A. General: The Owner will provide any property surveys. The Contractor shall be responsible for all control point staking as required. The Contractor's responsibility for verifying conditions is defined in the Standard General Conditions. B. Surveys, Measurements and Layout Out of Work: The Contractor will establish from survey information on drawings all lines, grades, and levels and will be responsible for maintenance and accuracy thereof. TECHNICAL SPECIFICATIONS PIPE CLEANING PART 1 — VIDEO INSPECTION OF RAW WATER LINE 101 SCOPE The work consists of furnishing all labor, materials, accessories, equipment, tools, transportation, services and technical competence for performing all operations required to professionally execute the internal inspection of the raw water transmission line, before and after cleaning all zebra mussels from the pipe. 102 QUALIFICATIONS A. The Contractor must have been in business for a continuous period since January 2004. B. Contractor must have successfully inspected 60 -inch or larger diameter pipes. C. Contractor shall submit job history on successfully inspecting large diameter pipes. D. The Contractor may be required to submit sample video recordings from recently completed projects demonstrating the picture quality obtained with each available inspection system for pipe diameters ranging from 42 to 60 inches. The intent is to insure that the best possible picture quality is made available to the Owner. E. All cameras used shall be color units specifically designed or modified for use in large - diameter pipe inspection work. The cameras shall be operable in 100% humidity conditions. The camera lens shall have not less than a 65- degree viewing angle and shall have either automatic or remote focus and iris controls. Camera lighting shall be sufficient for use with color inspection cameras, and for diameters larger than 42 inches, a minimum of 1,000,000 candlepower lighting in the 3200 degree Kelvin range shall be made available. In all cases, the complete video system (camera, lens, lighting, cables, monitors and recorders) shall be capable of providing File # 5711 EXHIBIT 5 a picture quality acceptable to the Owner, and if unsatisfactory, equipment shall be removed and no payment will be made for unsatisfactory inspections. 103 SAFETY AND HEALTH RE UIREMENTS Contractor is responsible for complying with all applicable safety and health regulations. 104 SUBMITTALS„ A. Contractor shall submit the following: 1. Contractor shall provide a job specific plan of the work procedures to be used in the video inspection of the raw water transmission line. 2. The plan shall be prepared and submitted prior to beginning the work and shall be approved by the Owner. B. Pre -Clean Test Results: 1. Submit following background results to establish base -line conditions: a. Existing condition and mussel accumulation of the pipe interior. C. Post -Clean Test Results 1. Submit following post -clean content data: a. Pipe interior condition after the removal of mussel mass. 2. Provide summary comparison with pre -clean test results for removal efficiency. 3. Provide appropriate quality control information to Owner in order to supplement analytical data. 105 INSPECTION A. Obtain all permits necessary before beginning the inspection process.. B. Digitally record the pipe inspection. The digital recording shall include both audio and video information that accurately reproduces the original picture and sound of the video inspection. The video portion of the digital recording shall be free of electrical interference and shall produce a clear and stable image. The audio portion shall be sufficiently free of background and electrical noise as to produce an oral report that is clear and discernible. C. Separate MPEG Video files shall be created for each pipe segment inspected. If a File # 5711 EXHIBIT 5 reverse setup is required; the individual portions of that pipe segment shall be stored in separate MPEG Video files. D. The pipeline inspection shall consist of identifying a location both within the pipe segment (physical location) and within the digital recording (video frame location) for each defect or observation. The use of time codes for defect location shall NOT be deemed equivalent or acceptable. This will allow the digital recording and inspection data to be cross - referenced for instant access to any point of interest within the digital recording. 106 REPORT A. All inspection information shall be written to digital media for archival and future review purposes. Printed inspection reports shall be prepared by the Contractor for each line inspected during the actual field inspection activities. These field logs shall then be reviewed by the Contractor's technical staff, along with reviewing the associated video record. These summaries shall also be included in all field report copies ,immediately before each associated inspected report to further assist the Owner in understanding and using the results of the inspection project. B. The software must allow the user to define aspects of the inspection information that is recorded including: Segment Identification information (Starting Sta., Date, Time, etc.), Observation Information (Observation Code, Location, Clock Position, etc.), and Observation Codes and Descriptions. C. The Reports that are generated surrounding each segment must allow for user customization including: Categorized Sorting and Color- Coding, Individual Observation Thumbnail Printing, and user defined Report Headings. 107 CLEANUP Upon completion of the work, all staging, scaffolding and containers shall be removed from the site or destroyed in a manner approved by the Engineer. All damage to surfaces resulting from the work of this section shall be cleaned, repaired, or refinished to the satisfaction of the Engineer, all at no cost to the Owner. PART 2 - ZEBRA MUSSELS REMOVAL AND COLLECTION 201 SCOPE The work of this section includes the removal and collection of zebra mussels which line the raw water intake pipe of Lake Ray Roberts water treatment plant. 202 REFERENCE SPECIFICATIONS AND STANDARDS File # 5711 203 204 205 EXHIBIT 5 A. Without limiting the general aspects of the other requirements of these specifications, all cleaning and mussel removal shall comply with all applicable Federal, State and AWWA standards. B. The lengths and diameter of the pipe sections are as follows: Pipe Size (inches) 60 42 l enath (Peet) Volume (cubic feet) Pine Wall Surface (ea -ft) (icasg ed C "oycrA1e. 395 7,752 6,203 85% 2,950 28,367 QUALIFICATIONS 32,431 20% A. Contractor must have been in business for a continuous period since January 2004. B. Contractor must have successfully removed zebra mussel/hardened deposits from 60 -inch or larger diameter pipe previously. C. Contractor shall submit job history regarding Contractor's successfully cleaning large diameter pipes. QUALITY ASSURANCE A. General: Quality assurance procedures and practices shall be utilized to monitor all phases of cleaning operation for the duration of the project. Procedures or practices not specifically defined herein may be utilized provided they meet recognized and accepted professional standards and are approved by the Engineer. B. Inspection: Pre - inspection to inspect the mussel accumulation on the pipe interior. Post - inspection shall take place after completion of cleaning each section prior to mobilizing to a new section of pipe to verify the mussel /sludge removal from the pipe interior. SAFETY AND HEALTH REQUIREMENTS Contractor is responsible for complying with all applicable safety and health regulations. Jn accordance with requi.renwiits set forth by regulatory agencies applicable to the construction industry and manufacturer's printed instrkictions and appropriate technical bullethis and niaiiva�ls, the Contractor shall provide and require use of personnel protective 111 % ving equipment for pe som working on or about the project site. Equipnient shall include protective helmets which shall be worn by all persons while in the vicinity of the work:. In addition, workers engaged in or near the work during cleaning activities shall, wear eye and face protection devices. When ventilation is used to control hazardous exposure, all equipment shall be explosion - proof. Ventilation shall reduce the concentration of air contaminant to the File # 5711 EXHIBIT 5 degree that a hazard does not exist. Whenever the occupational noise exposure exceeds maximum allowable sound levels, the Contractor shall provide and require the use of approved ear protective devices. 206 GENERAL A. All work shall be performed by skilled craftsmen who are qualified to perform the required work in a manner comparable with the best standards of practice. Continuity of personnel shall be coordinated with the Engineer. B. The Contractor shall provide a supervisor at the work site during cleaning and collection operations. The supervisor shall have the authority to sign change orders, coordinate work and make decisions pertaining to the fulfillment of the Contract. C. The Owner will provide water, compressed air and diesel for the pipe cleaning operation. All other supplies shall be the responsibility of the Contractor. 207 SUBMITTALS D. Submit the following: 1. Contractor shall provide a job specific plan of the work procedures to be used in the cleaning of the raw water transmission line. 3. The plan shall be prepared and submitted prior to beginning the work and shall be approved by the Owner. 4. Plan shall include the following: a. Detailed Work Schedule b. Quality control program c. Worker health and safety program d. Plan for recording pre and post clean condition e. Technical data sheets for all products to be used in the process 208 CLEANING OPERATION A. Cleaning of zebra mussels will include complete (100 %) removal of mussels from the pipe interior. The water supply pipe's cement mortar lining should be visible after the cleaning operation. B. High volume (150 gpm), low pressure (10,000 psi) water blasting system shall be used for cleaning the pipe interior surface. C. The nozzle heads shall be rotated at 45° angle to reduce the thrust on the pipe surface to eliminate damage to the pipe's interior cement mortar liner. File # 5711 EXHIBIT 5 D. The nozzle heads shall move at a faster pace to avoid long exposure and prevent damaging the pipe's cement mortar liner. E. Care shall be to minimize blasting and damage to the pipe interior. Where- such conditions are encountered, the surface shall be cleaned and repaired with shrink free grout as needed. 209 SLUDGE COLLECTION A. Vacuum truck with operator will be used for collecting zebra mussels and silt that had been dislodged from the pipe interior. B. The collected mussel /sludge will be transported and stored in the sludge lagoon at the treatment plant as directed by the Plant Manager. 210 REGULATORY REQUIREMENTS Solid waste debris is subject to State and local requirements. The most stringent regulation shall apply. 211 CLEANUP Upon completion of the work, all staging, rigging, equipment, materials and containers shall be removed from the site or destroyed in a manner approved by the Engineer. All damage to surfaces resulting from the work of this section shall be cleaned, repaired, or refinished to the satisfaction of the Engineer, all at no cost to the Owner. File 4 5711 EXHIBIT 5 woo MOM ailestones File # 5711 EXHIBIT 5 1. INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201 -4299 with a copy to the attention of Randy Markham, City of Denton Waste Water Services, 901 B Texas Street, Denton, TX 76209. The copy may also be emailed to Mr. Randy Markham at randy.markharn2cityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five days of the month, and submitted on the AIA Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04(F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95 -0.07 and #95- 0.09. 3. PAYMENT APPLICATIONS AND PAYMENTS TO CONTRACTORS: A. Upon presentation of valid payment requests invoices, which should be within the first week of each month, the Owner shall make partial payments to the Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Contractor and approved by the Owner and Architect /Engineer solely for the purposes of payment: Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety- five percent (95 %) of each payment request approved during the construction of the project shall be paid by the Owner to the Contractor prior to completion of the Project. Upon the approval by the Owner of the Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, the Owner shall make payment to the Contractor of all amounts to which the Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than thirty (30) days after the date of completion of construction of the Project, as File # 5711 EXHIBIT 5 specified in the Final Invoice for Payment, unless withheld because of -the fault of the Contractor. B. The Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum contract price for the construction of the Project as set forth in the Contract, unless such excess shall have been approved by the Owner, and Owner's Representative, and in writing by the Purchasing Agent as part of a change order. C. No payment shall be due while the Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Contractor the amount of any claim by any third party against either the Contractor or the Owner based upon an alleged failure of the Contractor to perform the work hereunder in accordance with the provisions of this contract. This includes alleged failure of the Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Release of Liens and Certificate of Contractor shall be accomplished in accordance with Article 53 of the Standard Terms and Conditions. 5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Contractor's Default If default shall be made by the Contractor or by any subcontractor in the performance of any of the terms of this Contract, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Contractor and the Surety or Sureties upon the Contractor's bond or bonds a written notice requiring the Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and /or Engineer shall be made by the Contractor or its Surety or Sureties, the Owner may take over the construction of the Project and prosecute the same to completion by contract or otherwise for the account and at the expense of the Contractor; and the Contractor and its Surety or Sureties shall thereafter be liable to the Owner for any cost or expense in excess of the Contract price stated herein. In such event, the Owner may take possession of and utilize, in completing the construction of the Project, any materials, tools, supplies, appliances, and plant belonging to the Contractor or any of its subcontractors, which may be situated at the site of the Project. The Owner in such contingency may exercise any rights, claims or demands which the Contractor may have against third persons in connection with this Contract and for such purpose, the Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. File # 5711 EXHIBIT 5 B. Liquidated Damages Time is of the essence, and both parties agree to ensure that the project timelines are adhered to, and highly communicated. If the' contractor determines that delays are imminent, then immediate notification to the Owner is required. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the -Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Contractor to complete the construction of the Project within the time herein agreed upon. File # 5711 EXHIBIT 5 Exhibit D GO of Denton Texas File # 5711 EXHIBIT 5 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 Coritracts /Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Solicitation Response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE 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. F. The City will furnish a tax exemption certificate upon request. 4. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid File # 5711 EXHIBIT 5 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. 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 of Denton, Texas for delinquent taxes, the City shall offset indebtedness owed Contractor by the City by means of withholding payment to Contractor. 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 fluids transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 6. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified File 4 5711 EXHIBIT 5 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 four (4) 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 l % or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within ten (10) business days of Contractor's 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. & 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 Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict File # 5711 EXHIBIT 5 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. 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. 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: Not applicable. 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. Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but City's 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 written demand, the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOMPLETE. OR NON - CONFORMING DELIVERABLES: File # 5711 EXHIBIT 5 Not applicable. 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 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 this Contract, in whole or in part, without cause, at 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 are 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. File # 5711 EXHIBIT 5 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 Force Majeure, i.e. 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. 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 F hereto. Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City. The insurance File 4 5711 EXHIBIT 5 shall be written by a company licensed to do business in the State of Texas and satisfactory to the City. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. 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, Texas Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. File # 5711 EXHIBIT 5 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 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: Not applicable. 25. CONFIDENTIALITY: Not applicable. File # 5711 EXHIBIT 5 26. OWNERSHIP AND USE OF DELIVERABLES: Not applicable 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 written consent, the fact that the City has entered into this 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 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. 32. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction File # 5711 EXHIBIT 5 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 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 File # 5711 EXHIBIT 5 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. 3 8. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. INVALIDITY: The invalidity, illegality, or 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. File # 5711 EXHIBIT 5 41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty and indemnity 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 and affirms 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. 43. EQUAL OPPORTUNITY A. Equal Employment Opportunity: Contractor, or Contractor's agent, shall not 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 Contract. B. Americans with Disabilities Act (ADA) Compliance: Contractor, or Contractor's agent, shall not 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): Not applicable. 45. RIGHT TO INFORMATION: The City reserves the right to use any and all information presented by Contractor, except as prohibited by law. 46. LICENSE FEES OR TAXES: All license fees shall be the responsibility of Contractor. 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. Lttp://www.access.p,po.gov/davisbacon/tx,html 48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to 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 File # 5711 EXHIBIT 5 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, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. 52. FORCE MAJEURE: The City 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 File # 5711 EXHIBIT 5 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. File # 5711 EXHIBIT 5 AM-8-177.1 : 1 I File # 5711 EXHIBIT 5 Special Terms and Conditions Total Contract Amount The total amount for the services to be provided to OWNER by Contractor under this Contract shall not exceed $182,324. Contract Terms It is the intention of the City of Denton to award a Contract for services related to the completion of the project as described in the specifications. Materials and services undertaken pursuant to this Contract will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Scope of Work. The Contract shall commence upon the issuance of a Notice to Proceed by the City of Denton and shall automatically expire upon completion of the work and acceptance by the City of Denton. Pricing Only time and material pricing, with any additional work in excess of the actual quote being approved, in advance by the Owner, will be accepted for this Project. Price Ad.iustments Price adjustments will not be allowed for this project unless a change in scope is approved that increases or decreases the amount of work required. Requests or proposals for changes in scope must be submitted in writing with documentation that provides justification for the change and supporting evidence that describes the basis for the cost change. Upon receipt of such request, the City of Denton reserves the right to either: accept the proposed change as competitive with the general market price at the time and issue appropriate authorizations or reject the increases within 30 calendar days after receipt of a properly submitted request. No work shall be undertaken on a proposed change until authorized by the City of Denton in the form of a Purchase Order change and/or other documentation appropriate to amending the contract. The request can be sent by e -mail to: purchasing@cityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate any proposed price changes. File 4 5711 EXHIBIT 5 uantities The quantities indicated on the drawings and in the Technical Specification are believed to be accurate but shall be considered only as estimates. Differences between the quantities of material required and the estimated quantities will not be considered as basis for a change in the price for the project. In submitting a proposal, the proposer is stating that he has reviewed the project drawings and specifications and understands their intent and has checked the quantities and dimensions and is asserting that the proposal is intended to account for all conditions and quantities to complete the Project as described in the plans and specifications. Substitutions Substitutions are not permitted without the written approval of the City of Denton Purchasing Department. For substitutions prior to the proposal deadline, this will be accomplished with a submittal to the Architect /Engineer, and approval by the City representative, and issuance of a written addendum. For substitutions after contract award, this will be accomplished with a submittal request to the Architect/Engineer, and approval by the City representative, and issuance of written contract change order. Product Changes During Contract Term Not applicable. Patent Rights Not applicable. .Asbestos Free Materials The contractor shall provide asbestos -free materials as represented by the Manufacturer's "Materials Safety Data Sheets" Ri lts 14) 1) n awt rM Co!� Il pujtr Soffivarc, Goy2e! Illnclfl U "11 it Qw° ncl ldi p Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this Contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of Contractor's obligations under this Contract without the prior written consent of the City; provided, however, that Contractor shall be allowed to use non - confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. AddinLy New Products or Services to the Contract after Award Following the Contract award, ADDITIONAL services of the same general category that could File # 5711 EXHIBIT 5 have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor to provide a proposal on the additional services and shall submit proposal to the City as instructed. All submitted prices are subject to negotiation in accordance with Texas Government Code 252. The City may accept or reject the proposal, and may issue a separate solicitation for the services requested, after rejecting some, or all, of the proposal. The services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. Samples Not applicable. Venue Not applicable. Silence of Specifications The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. Prevailing Wage Rates In accordance with Texas Government Code 2258, the Contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /wlid/contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). Notwithstanding any other provision of this Contract, the Contractor hereby represents and warrants that the Contractor shall pay to each of its employees a wage not less than what is currently known as the "Federal Minimum Wage" and any increase or amendments thereto. Furthermore, contractor shall produce proof of compliance with this provision by contractor to the City. The City shall withhold payments due to Contractor until Contractor has complied with this provision. Prior to any payment being made for work satisfactorily completed and accepted, Contractor shall submit wage rate affidavits with its billing documents affirming that all employees have been paid not less than the current "Federal Minimum Wage ". Special Permitting Requirements The Contractor shall work with identified City staff to obtain the necessary permits for construction of the Project. File # 5711 EXHIBIT 5 DAVIS BACON COMPLIANCE REOUIREMENTS The Davis Bacon and Related Acts (DBRA) requires all contractors and subcontractors performing work on federal or District of Columbia construction contracts or federally assisted contracts in excess of $2,000 to pay their laborers and mechanics not less than the prevailing wage rates and fringe benefits for corresponding classes of laborers and mechanics employed on similar projects in the area. The prevailing wage rates and fringe benefits are determined by the Secretary of Labor for inclusion in covered contracts. In addition to the Davis Bacon Act itself, Congress added Davis -Bacon prevailing wage provisions to approximately 60 laws — "related Acts" —under which federal agencies assist construction projects through grants, loans, loan guarantees, and insurance. (Examples of the related Acts are the Federal -Aid Highway Acts, the Housing and Community Development Act of 1974, and the Federal Water Pollution Control Act.) Generally, the application of prevailing wage requirements to projects receiving federal assistance under any particular "related" Act depends on the provisions of that law. The U.S. Department of Labor (DOL) has oversight responsibilities to assure coordination of administration and consistency of enforcement of the labor standards provisions of the Davis Bacon and Related Acts. Under this authority, DOL has issued regulations establishing standards and procedures for the administration and enforcement of the Davis -Bacon labor standards provisions. Federal contracting agencies have day -to -day responsibility for administration and enforcement of the Davis -Bacon labor standards provisions in covered contracts for which they are responsible or to which they provide federal assistance under laws they administer. BUY AMERICAN ACT OF 1933: 41 United States Code, Chapter 83 (the Buy American Act of 1933). The Contractor acknowledges to the City of Denton that it understands that if the goods and services to be provided under this Contract are being funded with monies made available by the Federal Government then it shall comply with the Buy American Act of 1933. File # 5711 EXHIBIT 5 Exhibit F Insurance Requirements and Contractor Documentation File # 5711 EXHIBIT 5 INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTA TION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal /Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the contract number and title of lite project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time, however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposaUbid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. • 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 thirty (30) days written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. File # 5711 EXHIBIT 5 • 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 Contract effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in .satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000 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. File # 5711 EXHIBIT 5 [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 Worker's 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 shal I 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 110.1 l 0 of the Texas Worker's 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 combined bodily injury and property damage per occurrence with a $1,000,000 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 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Contract. [ ] 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. File # 5711 EXHIBIT 5 [ ] 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. [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") - A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. Duration of the Project - includes the time from the beginning of the work on the Project until the contractor's /person's work on the project has been completed and accepted by the City. 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 City prior to being awarded the contract. File # 5711 EXHIBIT 5 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 City showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on the Project, and provide to the City: 1. a certificate of coverage, prior to that person beginning work on the Project, so the City will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. no later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the City in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a Project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. provide to the Contractor, prior to that person beginning work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the Project; 3. provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 4. obtain from each other person with whom it contracts, and provide to the Contractor: File # 5711 EXHIBIT 5 a. a certificate of coverage, prior to the other person beginning work on the Project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. notify the City 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 City 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 this Contract by the Contractor which entitles the City to declare this Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the City. File # 5711 EXHIBIT 5 Client #: 76843 CLEAN4 DATE (MM/DDNYYY) ACORD, CERTIFICATE OF LIABILITY INSURANCE 11/1712014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER:. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. the terms andiconditl nisi of bold—or Is an policy, certain policies may require 0 _ Ilia pollcy(les) mint be endorsed. If SUBROGATION ATION iS WAIVED, Subject to an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such cildorsairlont(s), PRODUCER ICwAEAt' IB,eCky Carlberrl�•,,,•.,,,..,,.. 422 E. College St,n oNF beck ca 6730 _c, (337) 474 -3086 Regions Ins Inc - Lake Charles Pr g I t ■, 337 478-6730' 7 rlberg r�"aa regions.com i y Lake Charles, LA 70605 „m.�..,. m _ -..... _...._- : .INUfTR )AkP I . I COW RAt`L NA IL.,.,0 337 478 -6730 17370 INSURER A: auCompany ......, .. - .., — _— ------ ,._ INSURES INSURER B: Colony _ Specialty Ins. Co. 36927 CLEAN -CO SYSTEMS, INC. INSURERC: surance Texas Mutual In Company 22945 16308 Ave C INSURER E: Atlantic Specialty insurance Co 27154 Channelview, TX 77530 Great Divide Insurance Company 25224 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED D ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. a. IDA, . ...... ,.e POL ICY I" it F°LILN` Lkl TYPEOFINSURANCE {N MJV'O POLICY NUMBER t!IprwPi:)I'1M,i"�'YYJ ((yLMdJIIC b"Y�I"�y LIMITS - A GENERAL LIABILITY X ,:')( ECP201120900 312312014 03/231201. EACH OCCURRENCE $1,ti0O,QOfi X COMMEf COL GENERAL LIABILI'T'Y CLAIMS -MADE, X� OCCUR X BI /PD Ded:10000 �.. ,.. X lIo lualY:l n ,G, EN -� L: AGGREGATE LIMIT APP LILS�PER: POLICY AOC OE hr,, C � „ E AUTOSLIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS !�_ AUTOS HIREDAUTOS X NON -OWNED AUTOS X I X BAP201120810 B X UMBRELLA UAB ?I OCCUR __. X X EX0302152 EXCESS UAB CLAIMS -MADE GENERALAGOREGA ERY�$2 I REl FNTIOP�I $ PRODUCTS- COMPIOPAGG __$1 s2 C WORKERS COMPENSATION Pollution X TSF0001191709 AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE BODILY INJURY (Per person) $ OFFICERIMEMBER EXCLUDED? F_— BODILY INJURY (Per accident) $ (Moodatory In NH) ERPGp'nFbN31*1ow Inland Marine D I X X,,... 7900113920001 03123/201$ ( EACH 4106105/201 $9,000 E.L. EACH E.11 DISEASE - FA EMPLOYEE I $1 E L DISEASE- POLICY LI MIT ,I.� 4 061231201 Rent/Lease $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Certificate Holder Is named Additional Insured and Waiver of Subrogation provided for the Commercial Auto, General Liability, Workers Compensation and Umbrella as required by written contract. Coverage is Primary and Non - Contributory. Thirty Day Notice of Cancellation applies as required by written contract. Umbrella Is follow -form. Umbrella policy sets over the Pollution Liability. City of Denton 215 E. Mickinney Street Denton, TX 76201 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S14335921M1293352 MPAIN PERSONAI GENERALAGOREGA ERY�$2 PRODUCTS- COMPIOPAGG __$1 s2 Pollution 15 03/23120� T"041104-0 bINV LE LMIr I �(��PI��)��mnt1 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ I�'RtL }IaLIaIY DAMAGe= 03123/201$ ( EACH 4106105/201 $9,000 E.L. EACH E.11 DISEASE - FA EMPLOYEE I $1 E L DISEASE- POLICY LI MIT ,I.� 4 061231201 Rent/Lease $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Certificate Holder Is named Additional Insured and Waiver of Subrogation provided for the Commercial Auto, General Liability, Workers Compensation and Umbrella as required by written contract. Coverage is Primary and Non - Contributory. Thirty Day Notice of Cancellation applies as required by written contract. Umbrella Is follow -form. Umbrella policy sets over the Pollution Liability. City of Denton 215 E. Mickinney Street Denton, TX 76201 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S14335921M1293352 MPAIN EXHIBIT 5 Exhibit G Contractor Business File # 5711 EXHIBIT 5 Form Request for Taxpayer Give Form to the (Rev. August 2013) Identification r n Certification requester. Do not Department DttheTreasury send to the IRS. Intamad Aevanus service T,Murne lass ;;w n on youn drWaponun tox redunl) .N U41va6so a 'dflrtYgM1'v'R'fVtllrip?fPB9dfr'B unllty flame If W.1+narr'MA lfrnat al'J )vkl Checkappropdal. to box for federal tax cl���: ... assllleetlan: t};xairretpytkrratfs (see Instrudlons); ❑ Indivldualisole proprietor ❑ C Corporation d❑ S Corporation ❑ Partnership ❑ Trust/estate a Exempt payee code (If any) ® Limited liability company, Enter the tax classHicatlon (C =C corporation, S =S corporation, P= partnership) ► Frcemptlon from FATCA reporting 0 cQdaflfany) a — � � t3tgvair�Cinlrrrdaaxarksraay� !Ed A tai °u tavutt r ^, s0.arot, opt %argaPo rm i�kaCgar a,)..� flaeq,aro,tlr�r'e name orul adoosuaa (fapatletiad) n 1 6308 Avenue C. � Cdt statu„ aawd 2 &p orrodrr Channelview, TX 77630 Ulil tx000unk nurn r(n) here (optional) i.T our TIN In the apf G n__m g _ or y fro , riatn box. The Tif�l provided must match the name Ivan on the "Name line fd vgtaad rrar�w___ , � na r 1y lb or avoid backiup withholding. For Individuals, this Is your social security number (SSN). However, fora � � � ^� � � resident allen, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it Is your employer Identlflcatlon number (EIN). It you do not have a number, see Now to get a ._ TIN on page 3. Note. If the account is In more than one name, seethe chart on page 4 for guidelines on whose ba+praayor latorativa atltrri inrrttilanr _ number to enter. c r d I :0 I °.�" I "l 11 13 .Y £I 1 ra' tUnder panaltdes of perjury, I certll'y that: 1. The number shown on this foml Is my correct taxpayer identification number (or I am waiting for a number to be Issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) Indicating that I am exempt from FATCA reporting Is correct, Certification Instructions, You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and gtarltlt ally„ paymoolo other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN, See the k itaf lion 'still Page 3. HO { IC Slgnaa of U,ti ear a of Data r• �w k ._. - ..... General Instructions Section references are to the Internal Revenue Code unless otherwise noted Future developments The IRS has created a page on IRS.gov for information about Form W -9, at www.1rs,gov1w9, Information about any future developments affecting Form W -9 (such as looWalion enacted after we release It) will be posted on that page. -. -i A person who Is required to file an Information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, Income paid to you, payments made to you In settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only If you are a U.S. person (Including a resident alien), to provide your corract TIN to the person requesting it (the requester) and, when applicable, to: 1. Cerilfy that the TIN you are giving Is correct (or you are welting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. CIoIm exemption from backup withholding If you are a U.S. exempt payee, If applicable, you are also certifying that as a U.S, person, your allocable share of any partnership Income from a U,S, trade or business Is not subject to the ._ Cat. P withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA codes) entered on this form Of any) Indicating that you are exempt from the FATCA reporting, Is ounect. Note. If you are a U.S. person and a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form If It Is substantially slmllw to this Form W -9. Definition of a U.S. parson. For federal tax purposes, you are considered a U.S. person II you are: • An Indlvlduol who is a U.S, citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a forelgrl estate), or • A domestic trust (as defined In Regulations section 301.7701 -7). Special rules for partnerships. Purtnershlps Ihet conduct a trade or business In the Untied States are gdanertAy renlulrad to pay a withholding tax under section 1446 on any fonaIgn partnem' sharo of efg'octively connected taxable Income from such bugness. Further, In a m ualn cases wihoto Q Form W -9 has not been received, the rules under u(silon 1446 requite a partooMh)p to glrasuatta 1h41 a partner Is a Ri yolgrt popson, and f, y titre a,ract# "set '1446 w4hholdlrlo tax. Therefore, If you are a. US, fmf0ml lhot lea n psidnor In au pwarinorship condue Ong a trade w Woira $ In the United tdl4,tarfs, arnMo Form '!rw ,9 t✓a the partnership to establish your U.S, status end au+arsYd ssdion 14 48 wilhhokfing on your share of partnership income. lo. 10231X Form -9 (Rev. 8 -2013) EXHIBIT 5 Exhibit � t File # 5711 EXHIBIT 5 Exhibit E CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other es sou doin business with local aavernmental entity This questionnaire reflects changes made to thic law by H .B. 1491, 80th Leg., Regular Session. 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 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 „Astaternent: to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly vi( section is a Class C misdemeanor. "j Name of person who has a business relationship with local 2j ❑ Check this box if you are feting an update to a previous (The law requires that you file an updated cornp ted questi i day, after the date the on M tiW lesfionnaire 'i M3 Name of local government officer witk wham*Q r has an em lk►ymcnt or Section 176.006, Local Government Code. An offense under this Name entity. appropriate filing authority not later than the 7 1 business This section, (item 3 including subparts A,13, C & D) to st, ipl d for each o ices with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -ay, Local Government C Atta iorml pages t this Form CIQ as necessary. A. Is the local government officer named in this section r7ng or likely to receive taxable income, other than investment income, from the filer of the gnestionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 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 El No D. Describe each affiliation or business relationship. ❑ 1 have no Conflict of Interest to disclose. Signature of person doing business with the governmental entity File # 5711 Date fGu uj 2z CL 0 lw vi •75 CL mo w E =wM=Mw*a >z c zv- --p > K z"t LU , M, EW .T M NM 40 r m m A ao S E: > a. cc EL cc x (D i= U) CL 0 CD C 0 x En LLI a) - a) ;p 0 m 0 0 = CD 0 G •—i P 75 V a) m M C 16 -a IL CL & FL— g P C3 -t 1— V 21 0 q) 2 E Q, U C: C: a) -0 = = u C L51 u V w -00 O Q1 0 ED C: =3 0 N N 01 0 > u m E cu 0 U cu U L , E u u Z uo a 2 X (v (U v) E > Fa 0 M =; 0 :3 u u > C) u V), P- c 0 M V zv- --p z"t > 0 M, EW .T M 40 A ao S E: V 21 0 q) 2 E Q, U C: C: a) -0 = = u C L51 u V w -00 O Q1 0 ED C: =3 0 N N 01 0 > u m E cu 0 U cu U L , E u u Z uo a 2 X (v (U v) E > Fa 0 M =; 0 :3 u u > C) u V), P- c 0 M V EXHIBIT 7 DRAFT MINUTES PUBLIC UTILITIES BOARD April 27, 2015 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, April 27, 2015 at 9:06 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Secretary Randy Robinson, Barbara Russell, Lilia Bynum, and Charles Jackson Absent: Chairman Dick Smith, Vice Chair Billy Cheek and Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: George Campbell, City Manager OPEN MEETING: CONSENT AGENDA: 4. Consider recommending approval of "Declaration of an Emergency" and associated cost in the amount of $490,311.22 for cleaning zebra mussel infestation from the Lake Ray Roberts water treatment plant supply pipeline. Item 4 was pulled by staff for an informational presentation by Tim Fisher. Fisher first announced that Lake Lewisville is almost two feet into flood stage, Ray Roberts is currently at 97 percent. Once both lakes fill up, the drought will be over. Fisher stated that the Zebra Mussels Cleaning project has been interesting. This is a new thing for staff to deal with. There is not a lot of experience in the Texas area. The only other utility with any experience is North Texas Municipal Water District. Staff performed some inspections about a year ago and saw some infection affecting the pipelines at Ray Roberts. There were some estimates initially and what it would take initially to deal with the issue. The first project was for cleaning. Fisher made a rough estimate of $500,000, the project ended up being $490,000. Fisher showed a series of pictures taken from inside the pipelines at Lake Ray Roberts with the Zebra Mussels. Fisher showed a map of the intake system with the outlet works associated. Normally the lake will gravity flow but if it gets low enough there is a pump station to pump the water into the plant. That pump station has not been used since the plant opened in 2003. Draft Minutes of the Public Utilities BoarcVX i&JT 7 April 27, 2015 Page 2 of 3 Originally there were accessibility issues for inspections, and cleaning. The first thing for the projects was to install manways at seven locations to access the pipe. There is a 60 inch pipe owned by the Corp and a 60 inch pipeline owned by the City. From the pump station to the plant there is a 42 inch pipeline. In the future there will be a parallel line for the 42 inch pipeline when the plant is expanded. Fisher showed several pictures of the manways. Fisher stated this project was all done under an emergency declaration. The reasons were by the time staff was prepared to start this project, they became aware that the Corp was going to take the facility down in the winter for a scope of work. To try and coordinate our operation and their operation with procurement a declaration of emergency was established. Fisher let the Board know that staff is asking them to review what has been done and approval for procurement. There were more pictures of the pipe inside and the mussels, alive and debris piles. Fisher then showed a drawing of the Lake Ray Roberts intake structure and explained how it works. The spillway drawing shows where the vaults and pipelines are. Staff was able to access the pipe going to the plant because it was not entombed in concrete, it was in flowable fill. A contractor had been hired that was an industrial pipe cleaning contractor that had never done a zebra mussel cleaning project. Staff received confined space entry at the time the cleaning operation was done the Corp had their intake system down. There were more pictures of the pipe and the infestation. There were a couple locations that were almost a 70 percent obstruction in the pipeline. The big discovery was that the zebra mussels last about two years and die then their shells end up settling out. There isn't enough transport velocity to bring the shells up the rise. Bynum asked if the die off is loose or attached to the pipeline. Fisher answered it is mostly loose. There were a few Asian clams found as well. Fisher stated that there was a spiral pressure cleaner run through the pipeline. It was sized for the 42 inch line instead of the 60 inch line, so when it went through it missed a small portion of the crown section. The video equipment wasn't geared for that diameter of piping. The crews cost about $20,000 per day. The company worked more toward cleaning and staff did some internal follow up video. Staff isn't equipped for that type of video either but did the best as they could. Generally what was found was more accumulation and build up as they got closer to the lake and dissipating close to the plant. There was some transported debris from the pipe that accumulated in the pre -ozone contactor that was accessed and cleaned out. The vast majority of what was taken out was in the low spot. Staff estimates about 25 cubic yards of mussel debris was removed. There were many pictures of the pipe after it was cleaned. There were some compromises on the hydraulic equipment because they did not want to damage the mortar lining. There was some scoring of that lining with the rotation of the heads. Staff determined that we do not want to Draft Minutes of the Public Utilities 13oarcVX1 JJ&JT 7 April 27, 2015 Page 3 of 3 clean this pipe on one to two year intervals because in time there will be wear and tear and create opportunities for future corrosion. Prevention is in the pathway of the future. Arcadis has been hired to produce a manual for the control, operation and maintenance of Zebra Mussels for Lake Ray Roberts and Lake Lewisville Water Treatment Facilities. Russell asked if more debris was found from the dying mussels than from the actual attached mussels. Fisher answered probably, part could be there were times when the pipe was de- watered to install the manways and could have had die off during that period. From a hydraulic standpoint staff was more concerned about accumulations than coatings. Bynum clarified at this point there is no way to get rid of zebra mussels. Fisher answered no. It is too early to tell if the initial growth will be more problematic than what will happen over time. Russell asked if there is technology on how to coat the pipes to make them less susceptible. Fisher stated coating systems as a good strategy you see some materials that are similar to what are put on ships. A lot are copper based type systems, sometimes you struggle in the drinking water industries getting acceptance of using that type of material in contact with water. Chemicals and coatings have to meet criteria and that reduces what is available and how effective it is. The City will see if anything the Corp is doing works at all. Some of the best systems are the most expensive. Jackson asked if there is a way to look at the pipe since there was a comment about not being able to clean every year or two because of the wear and tear. Fisher answered before they could not access very well, with the manways it will be easier to inspect. The focal point is shifted to an area where there isn't good access which is at the base of the dam. Jackson then asked what will they base their next recommendation on to get back in the pipelines. Fisher answered they will probably go back and get another access manway at the base of the dam. That construction will be more challenging and require approval by the Corp. Staff will probably be given some consideration to interim chemical feed strategy while more permanent systems are being designed. Fisher added that there doesn't seem to be any infestation at the Lewisville locations at this time. Russell asked who does the publicity on Zebra Mussels we are about to the time of year were boats will be using the lakes in mass. Not sure the general public understands the issues with Zebra Mussels. Martin answered that the TPWD has an extensive educational program on that. You cannot go to the lake without seeing signage. Motion was made to approve item 4 by Board Member Russell with the second by Board Member Bynum. The vote was 4 -0 approved. Adjournment: 9:41 a.m. EXHIBIT 8 ORDINANCE NO. AN ORDINANCE PROVIDING FOR THE EXPENDITURE OF FUNDS FOR THE EMERGENCY CLEANING OF THE LAKE RAY ROBERTS WATER TREATMENT PLANT SUPPLY PIPELINE IN ACCORDANCE WITH PROVISIONS OF SECTION 252.022 OF THE LOCAL GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5684- AWARDED TO ARCHER WESTERN CONSTRUCTION, LLC IN THE AMOUNT OF $265,818.12 AND FILE 5711 AWARDED TO CLEAN -CO SYSTEMS, INC. IN THE AMOUNT OF $224,493.10). WHEREAS, state law and ordinance require that certain contracts requiring an expenditure or payment by the City in an amount exceeding $50,000 be by competitive bids, except in the case of public calamity where it becomes necessary to act at once to appropriate money to relieve the necessity of the citizens of the city, or in case of unforeseen damage to public property, machinery or equipment or where the procurement is necessary to preserve or protect the public health or safety of the city's residents under Section 252 of the Local Government Code; and WHEREAS, the City Manager has recommended to the City Council that it is necessary to purchase goods or services due to the following emergency conditions outlined in the memorandum attached hereto, incorporated herein by reference; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby determines that there is a public calamity that makes it necessary to act at once to appropriate money to relieve the necessity of the citizens of the city, or to provide for unforeseen damage to public property, machinery or equipment, or to preserve or protect the public health or safety of the city's residents and by reason thereof, the following emergency purchases of materials, equipment, supplies or services, as described in the "File Numbers" referenced herein and on file the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5684 Archer Western Construction, LLC $265,818.12 5711 Clean -Co Systems, Inc. $224,493.10 SECTION 2. Because of such emergency, the City Manager or designated employee is hereby authorized to purchase the materials, equipment, supplies or services as described in the attached memorandum and to make payment therefore in the amounts therein stated, such emergency purchases being in accordance with the provisions of state law exempting such purchases by the City from the requirements of competitive bids. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5684 and 5711 to the City Manager of the City of Denton, Texas, or his designee. EXHIBIT 8 SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 8 Vendor: Archer Western Construction, LLC. and Aqua Drill International Commodity /Service: Water Line Construction and Pipeline Cleaning Estimated expenditure for the above commodity or service: $ 500,000.00 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; 2. A procurement necessary because of unforeseen damage to public equipment, machinery, or other property; Brief Description/Justification for exception: Staff just recently determined the best fit technology to clean the zebra mussel infestation from the Lake Ray Roberts water treatment plant supply pipeline. Because zebra mussels are becoming more of a problem at Lake Ray Roberts the United States Army Corp of Engineers (USAGE) has also scheduled a similar zebra mussel cleaning project at the Lake Ray Roberts Dam that will completely disrupt water supply to the Lake Ray Roberts water treatment plant. In order to reduce the water plant's downtime Staff is working with the USACE to schedule and install the man -ways required to access our pipeline so that the projects can be done at the same time. Once the man -ways are installed and tested, the pipeline cleaning company will perform the zebra mussel cleaning and disposal. Respectfully SuI)Ni,iined by, RevieAcd by: Reviewed By: ....... . . . 41 �. Dept. Direct( pct ,,J Date ldto613rock Date Anita Burgess Purchasing Manager City Attorney Approved by: Gcome Campbell Date City Manager This form must be attached to a purchase requisition if the expenditure is under $50,000. Date This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds $50,000. EXHIBIT 8 Brock, Elton D From: Fisher, Timothy S. Sent: Wednesday, November 05, 2014 4:22 PM To: Brock, Elton D Cc: Martin, Howard; Coulter, Jimmy D.; Markham, Randy L. Subject: Zebra Mussel cleaning project at Lake Ray Roberts Elton — some additional information related to the project and our administrative decision to declare an emergency to expedite the procurement process. The USACOE has recently contracted with MILCON Construction, LLC to do some Zebra Mussel Control work at the Lake Ray Roberts Dam and Outlet Control Structure. The contract scope includes work to install new trash racks on the dam outlet works structure and to clean and coat the Low Flow Service Gate Wet Well Structure. This contract will begin November 17th until March 17th and will require between three to six weeks of system shutdown to facilitate. Since these facilities are used by the city to supply water to the Lake Ray Roberts Water treatment Plant, it is imperative that we also be in a position to coordinate this needed plant shutdown window for installation of our access man ways on the city owned raw water pipelines between the USACOE outlet works and the Lake Ray Roberts WTP. Estimated construction time to fabricate the man ways is between five to six weeks and install them is about two to three weeks. We are also projecting and additional two week period to have a separate pipeline cleaning contractor come in to remove the zebra mussels one the pipeline contractor has completed the access man ways. To minimize the total plant shutdown time frame to facilitate both projects (the USACOE's and the City's) requires an expedited procurement process. Plant shut down is a managed risk and needs to occur during the winter months when water demands are at their lowest. Tim Fisher, P.E. Water Utilities Division Manager 940 - 349 -7190 Tim.Fisher @citvofdenton.com 1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -354, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Lake Ray Roberts Water Treatment Plant Equipment Storage Building; providing for the expenditure of funds therefor; and providing an effective date (RFP 5783- awarded to Caliber Construction, Inc. in the amount of $138,040). The Public Utilities Board recommends approval (4 -0). RFP INFORMATION The Lake Ray Roberts Water Treatment Plant does not currently have a storage building for the large equipment and materials that are needed to maintain the Water Treatment Plant. Construction of a pre- fabricated metal building on a concrete foundation is necessary to protect large maintenance equipment from adverse weather conditions and to improve the longevity and reliability of these machines. The building will also provide a location to store mechanical and electrical maintenance supplies that are too large for storage in the existing maintenance shop. The building will be 40' x 80' and will have roll -up doors for ease in the storing and moving of large Water Production equipment. Requests for Proposals were sent to 984 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Six (6) proposals were received. The proposals were evaluated based upon price, delivery timeframe, compliance with specifications, and indicators of probable performance. Caliber Construction Inc. of Denton was ranked the highest and determined to be the best value for the City (Exhibit 1- Evaluation and Scoring). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 27, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to Caliber Construction, Inc. in the amount of $138,040. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -354, Version: 1 Caliber Construction, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT Construction of the Lake Ray Roberts Water Treatment Plant equipment storage building is estimated to be completed within 90 calendar days of Notice to Proceed. FISCAL INFORMATION This project will be funded from the Water Capital Project Fund account 4630316517.1360.40100. Requisition 4123935 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Evaluation and BAFO Sheet Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Tim Fisher at 349 -7190. City of Denton Page 2 of 2 Printed on 5/1/2015 2 J y C! O 00 0 * co m 0 0 r, 0 w 2 C e 0 F 0 l 06 6 6 r� N w La LO Cl) C14 40 0 t m I.- r_ co 0 * P't L, a) C6 m m rl 6 C14 C14 40 E N 24 CL co m M pOj ci 0 0 r-: n C14 W 0 C14 CL 0 x 0 O LO * 0 eN 0 q q l0 ei co m I- 0 -W C� eN Lf) Ln 0 cr 40 ui 0 00 q oq 0 m 0 X C! 06 fy� ro (n ,g Vn vlT C� 0 00 t 40 0 cc m cc 0 O 0 cu E 0 0 cu z U —1 C: cu cu D- cu oi a, m co 2! cu u lu cu :E w 0 0- V) m 0 u cu co 0 a. m (D 'u -0 2 tA CL E 00 M 0 0 aj a: M cu lu 0 m :3 _0 Ln W > 06 O > .C: 0 • U, CL W bp CL — m .— C: > U. - -2� E 3: cu aj 0 2 o o 0 > < 00000 M Ll- EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD April 27, 2015 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, April 27, 2015 at 9:06 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Secretary Randy Robinson, Barbara Russell, Lilia Bynum, and Charles Jackson Absent: Chairman Dick Smith, Vice Chair Billy Cheek and Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: George Campbell, City Manager OPEN MEETING: CONSENT AGENDA: 3. Consider recommending approval of a "Construction Agreement" with Caliber Construction, Inc. and awarding a public works contract for the construction of an equipment storage building at the Lake Ray Roberts Water Treatment Plant authorizing the expenditure of funds in an amount not -to- exceed $138,040.00. Motion was made to approve item 3 by Board Member Bynum with the second by Board Member Jackson. The vote was 4 -0 approved. Adjournment: 9:41 a.m. EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE LAKE RAY ROBERTS WATER TREATMENT PLANT EQUIPMENT STORAGE BUILDING; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5783- AWARDED TO CALIBER CONSTRUCTION, INC. IN THE AMOUNT OF $138,040). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 5783 Caliber Construction, Inc. $138,040 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 2 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5783 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for 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 proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY p BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -355, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance approving the expenditure of funds for the purchase of three (3) year software maintenance for continued vendor support for Harris Public Utility Billing System and associated software modules, implementation of data transfer with Exceleron for utility prepay, and implementation of the core automation suite, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 4735- awarded to Harris Computer Systems, Inc. in the three (3) year not -to- exceed amount of $700,000). FILE INFORMATION The City of Denton uses the Harris Public Utility Billing System software, North Star module, for maintaining utility customer accounts, producing utility bills, and processing utility revenues. It is essential for the City of Denton to keep current maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The annual maintenance cost for the first year is $145,400.96. The attached quote (Exhibit 1) shows a 3.5% increase for each of the subsequent two (2) years for a total three (3) year maintenance cost of $451,648.10. Over the next year, Customer Service plans to implement additional North Star modules and enhancements. One implementation will need to begin soon after the contract award for the data transfer between Exceleron software for Utility Prepay and North Star Billing System. The implementation cost is $86,520 and the maintenance cost will be approximately $19,000 per year. Another implementation is for the Core Automation Suite for process improvement, allowing staff to become more efficient. This suite will automate repetitive type staff processes for Customer Service billing, collection, and reporting. The same automation features will impact Denton Municipal Electric's Metering as well. The automation implementation cost is $16,800 and the approximate maintenance cost will be $15,000 per year. The Technology Services department could not identify any vendors within the city limits that could provide software maintenance, implementations, or enhancements for this application. Therefore, procuring this maintenance from Harris Computer Systems, Inc. is the best value for the City of Denton. Harris Computer Systems, Inc. is the sole source vendor for maintenance, software suites, and enhancements for the Harris Public Utility Billing System and associated software modules (Exhibit 2). Section 252.022 of the City of Denton Page 1 of 2 Printed on 4/30/2015 File #: ID 15 -355, Version: 1 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. RECOMMENDATION Technology Services recommends awarding to Harris Computer Systems, Inc. for software maintenance in the three (3) year estimated amount of $451,648.10, implementation of data transfer with Exceleron for Utility Prepay in the estimated three (3) year amount of $143,520, and implementation of Core Automation Suite in the estimated three (3) year amount of $61,800 for a total three (3) year not -to- exceed amount of $700,000. This amount includes a contingency for additional services that may be required. PRINCIPAL PLACE OF BUSINESS Harris Computer Systems, Inc. Chicago, IL ESTIMATED SCHEDULE OF PROJECT Services will be performed through October 31, 2018. FISCAL INFORMATION Funding for implementations of data transfer with Exceleron for Utility Prepay and the Core Automation is budgeted in the Customer Service Division operating account 630800.7879. Funding for annual software maintenance is budgeted in Technology Services Fund operating account 830400.6504. FYHIRITC Exhibit l: Maintenance Quote Exhibit 2: Sole Source Letter Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349 -7823. City of Denton Page 2 of 2 Printed on 4/30/2015 EXHIBIT 1 Statement of Work City of Denton, TX NorthStar Support and Maintenance Agreement NORTHISTAR' UTILITIES SOLUTIONS SOW VALID UNTIL: July 27, 2015 EXHIBIT 1 INTRODUCTION 1. N. NorthStar Computer Corporation "NorthStar" has been licensed to the City of Denton, TX "Organization" certain Software pursuant to an existing agreement between the Organization and NorthStar; 2. The Organization wishes to receive support and maintenance services related to the Software; 3. NorthStar shall provide the support and maintenance services related to the Software; DESCRIPTION OF SUPPORT AND MAINTENANCE 1. This statement of work and the accompanying City of Denton Support and Maintenance Terms and Conditions constitute the entire agreement between NorthStar and Organization. In the case of any conflict between the statement of work and the City of Denton Support and Maintenance Terms and Conditions the terms of the statement of work take precedence 2. NorthStar shall provide software support via telephone and electronic mail. The support services will be provided only during the hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start Date (as defined below), as such services may, at NorthStar's sole discretion, be modified or supplemented from time to time. To enable NorthStar to provide effective support, the Organization will establish auto remote access procedures compatible with NorthStar's then current practices which may be revised over time. 3. In consideration for the support services specified in Section 2, Organization shall pay the "Support and Maintenance Fee" as detailed in Exhibit 1 below. The Support and Maintenance Fee will be billed annually in advance. NorthStar may change the Support and Maintenance Fee from time to time in relation to each renewal term but Organization shall only be billed once per year. 4. NorthStar shall supply all new releases of the Software (including minor updates and maintenance releases) to Organization at no additional charge other than the payment of the Support and Maintenance Fee. Upgrades will require additional services to be performed by NorthStar including additional training and professional services for the installation and implementation of the release that will be subject to the NorthStar's then - prevailing policies, terms and fees related to pricing and hourly rates. A separate Scope /Statement of work may be negotiated by the parties and made subject to the provisions of an implementation services agreement (either an existing version of such an agreement or a newly negotiated agreement). 5. All new releases of the Software and all those services listed in Exhibit 2 which are included as part of Organization's Software support will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee. 6. NorthStar shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax NorthStar may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Statement of work shall be paid by Organization and such sums shall be due and payable to -2- EXHIBIT 1 NorthStar upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by Organization. The Organization shall be responsible for the payment of any applicable duties and sales /consumption taxes. %. The initial term of this statement of work shall be for one year beginning on the Start Date. Thereafter, this Statement of work shall automatically renew on an annual basis, unless terminated by either party upon giving to the other not less than 90 days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Organization shall pay the then prevailing Support and Maintenance Fee in advance for each term and where the notice of non - renewal has not been provided in accordance with these terms, the Organization is obliged to pay the Support and Maintenance Fee for the then applicable term. The termination of this Statement of work by Organization shall not affect the License or the Software License Agreement. NorthStar shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Statement of work is terminated. Organization acknowledges that if this Statement of work is terminated, then it will not be eligible to receive the benefits of this Statement of work including the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. g. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by NorthStar in providing the services pursuant to this Statement of work shall at all times remain with NorthStar, and Organization shall acquire no proprietary rights by virtue of this Statement of work. 9. NorthStar shall have the right to terminate this Statement of work immediately if: (a) Organization attempts to assign this Statement of work or any of its rights hereunder, or undergoes a Reorganization, without complying with the License Agreement; or (b) Organization has not paid an invoice within ninety (90) days of the start of a renewal term. 10. Either party's lack of enforcement of any provision in this Statement of work in the event of a breach by the other shall not be construed to be a waiver of any such provision and the non - breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 1 1. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, a -mails or other correspondence submitted by Organization. 12. The particular provisions of this Statement of work shall be deemed confidential in nature and neither Organization nor NorthStar shall divulge any of its provisions as set forth herein to any third party except as may be required by law. 13. (a) Termination of this Statement of work shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (b) The Organization and NorthStar recognize that circumstances may arise entitling the -3- EXHIBIT 1 Organization to damages for breach or other fault on the part of NorthStar arising from this Statement of work. The parties agree that in all such circumstances the Organization's remedies and NorthStar's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Statement of work. (c) THE AGGREGATE LIABILITY OF NORTHSTAR TO ORGANIZATION FOR ALL CLAIMS, SUITS, ACTIONS AND PROCEEDINGS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, UNDER OR RELATING TO THIS STATEMENT OF WORK OR ITS SUBJECT MATTER, INCLUDING THOSE BASED ON BREACH OR REESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES ACTUALLY PAID BY THE ORGANIZATION TO NORTHSTAR UNDER THIS STATEMENT OF WORK DURING THE THEN - CURRENT TERM (AND IN NO EVENT BEING GREATER THAN 12 MONTHS) OF THE STATEMENT OF WORK UP TO AND INCLUDING THE DATE OF TERMINATION. (d) IN ADDITION TO THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIMS FOR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, SPECIAL DAMAGES, AGGRAVATED DAMAGES, LOSS OF REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY EITHER UNDER OR RELATING TO THIS STATEMENT OF WORK OR ITS SUBJECT MATTER, WHETHER BASED ON BREACH OF RESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 17. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Statement of work shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. 18. Where remedies are expressly afforded by this Statement of work, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the NorthStar arising out of or in connection with this Statement of work, notwithstanding any remedy otherwise available at law or in equity. 19. This Statement of work may not be assigned by the Organization unless, concurrently with any such assignment, the Organization assigns its rights under, and complies with the provisions of the License Agreement. 20. This Statement of work shall be binding upon the successors and assigns of the parties and enure to the benefit of the successors and permitted assigns of the parties. 21. The invalidity or unenforceability of any provision or covenant contained in this Statement of work -4- EXHIBIT 1 shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 22. This Statement of work may be executed in counterparts (whether by facsimile signature or in PDF format via e-mail or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have executed this Statement of work to be effective as of N. HARRIS COMPUTER CORPORATION Per: Name: Title: CITY OF DENTON, TX Per: Name: Title: -5- EXHIBIT 1 Exhibit 1 NorthStar Annual Support and Maintenance Fees Maintenance Agreement Schedule — City of Denton, TX 3 Year Maintenance Agreement (Initial Term - Year 1) (Effective Overall Year 2 — Year - Over -Year Increase 3.5 %) (Effective Overall Year 3 — Year - Over -Year Increase 3.5 %) Proprietary Software Maintenance / Product Qty Year 12016 Nov 1, 2015 — Oct 31, 2016 NorthStar & HHI 1 $ 46,138.15 47,752.98 49,424.34 eCARe / eBilling 1 20,634.20 21,356.39 22,103.87 Call Centre 1 2,647.47 2,740.14 2,836.03 Test Server 1 3,329.39 3,445.92 3,566.53 EIS 1 1,242.94 1,286.45 1,331.47 rnCARE 1 15,388.81 15,927.42 16,484.88 On Line Payment API 1 600.00 621.00 642.74 Core Automation Platform Bundle 1 15,000.00 15,525.00 16,068.38 Subsc. 1 19,000.00 19,665.00 20,353.28 Pre -paid Solution $123,980.96 $128,320.30 $132,811.50 Sub -Total Proprietary Maintenance 3rd Party Software Maintenance GUI GUI License 155 13,020.00 13,475.70 13,947.35 GUI License 100 8,400.00 8,694.00 8,998.29 Sub -Total Third Party Maintenance 21,420.00 22,169.70 22,945.64 TOTAL SOFTWARE MAINTENANCE $145,400.96 $150,490.00 $155,757.14 EXHIBIT 1 Exhibit 2 R I Software Support Agreement Standard Guidelines The purpose of this document is to provide our customers with information on our standard coverage and the services which are included as part of your software support. NorthStar reserves the right to make modifications to this document as required. -7- EXHIBIT 1 Standard Support and Maintenance Services The services listed below are services that are included as part of your software support contract. • 800 Toll Free Telephone support • Software for Life - Guaranteed Support on your existing applications for life - Cost effective upgrade solutions • Scheduled assistance for installations, maintenance release deployment & other special projects (there may be charges depending on the scope of work) • Technical troubleshooting & issue resolution • E -mail support call logging and notification • Free NorthStar eSupport access 24/7 with the following on -line benefits: - Log & close calls - View & update calls - Update contact information - Access published documentation - Access available downloads - Access Support knowledge base - Participate in Discussion Forums - Report on metrics • Standard software releases and updates - Defect corrections - Planned enhancements - State and /or Federal mandated changes (charges may exist depending on scope) - Payroll regulated changes - Participation in BETA program - Release notes • Limited training questions (15 minute guideline) • Customer Care Program - Technical support bulletins - Communication on new products and services • Basic project management services on occasion • Design review for potential enhancements or custom modifications • Participation in Regional User Group Meetings • Participation in NorthStar Webinars • Input & rotation through Executive Steering Committee • Annual Customer Conference EXHIBIT 1 Billable Support Services The services listed below are services that are out of scope of your software support contract and are therefore considered billable services. • Extended telephone training • Forms redesign or creation (includes Bill Prints, Notice Prints and Letters) • Setup & changes to handheld interface or creation of new interface • Setup of new services or changes to services ( PAP, ACH, etc) • File imports /exports - Interfaces to other applications • Refreshes, backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional Companies / Agencies / Tokens / General Ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs & optimization • Extended Hardware & Operating System support • Upgrades & support of third party software • Installations / re- installations (workstations, servers) Test Databases & Environments NorthStar recommends that all customers maintain an independent Test Environment for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and /or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases & Environments is a billable service, quotations & incremental maintenance rates will be provided on request. Rates Rates are subject to change on an annual basis, quotations will be provided for all billable services. M EXHIBIT 1 Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however calls will be escalated based on the urgency of the issue reported. Our response times are as follows: Priority 1: 0 - 4 hours Priority 2: 1 - 8 hours Priority 3: 1 - 24 hours Help Desk Hours Our standard hours of support are from 8:00 a.m. ET to 8:00 p.m. ET, Monday to Friday, excluding designated statutory holidays. Support is available from 8:00 p.m. ET through to 8:00 a.m. ET and is billable on an hourly basis. Weekend assistance is available and must be scheduled in advance. Holiday Schedule Below is a listing of Canadian & US Statutory Holidays. Please note that NorthStar Support Services will be closed on designated days as outlined below, support will be available on all Canadian Holidays when there is no US corresponding statutory holiday. New Year's Eve New Year's Day Presidents Day, Labor Day Christmas Eve Christmas Day Boxing Day Early Closure Closed 'Family Day Closed Closed Early Closure Closed Early Closure -10- EXHIBIT 1 Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, NorthStar has identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: Priority 1— High • System Down • Inability to process bills • Program errors without workarounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • Hand -held interface issues preventing billing Priority 2 - Medium • System errors that have workarounds • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with our software and not the printer itself) • Security issues • HH issues not preventing billing • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues (WS specific) Priority 3 - Low • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes • Questions on documentation -11- EXHIBIT 1 Call Process All issues or questions reported to Support Services are tracked via a Support Call, our analysts can not provide assistance unless a support call is logged. Our current process for logging calls is as follows. Place a support call through one of the following methods: 1) eSupport at http: / /support.NorthStarcomputer.com 2) Email to: NorthStarSupport @NorthStarcomputer.com 3) Phone to: 866 - 450 -6696 ext 1 4) Fax to: 613 - 226 -3377 contact person, software product & version, module and /or menu selection, nature of issue ➢ Your call must contain: Your company name, detailed description of your question or issue, Batch #, Journal #, Account # (if applicable) support call reference # (See Customer Log Form) ➢ NorthStar eSupport or the Support Coordinator will provide you with a Call ID to track your issue and your call will be logged into our support tracking database (Clientele). ➢ Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. ➢ As the support representative assigned to your call investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. ➢ All correspondence and actions associated with your call will be tracked against the call in our support database. At any time, log onto eSupport to see the status of your call. ➢ Once your issue has been resolved, you will receive an automated notification by email that your call has been closed. This email will contain the entire event history of the call from the time the call was created leading up to the resolution of the call. You also have the option of viewing both your open and closed calls on -line through eSupport. ➢ If the issue needs to be escalated to a programmer, your issue will be logged into our Development database and you will be provided with a Jira # to track the progress of your development issue. At this time, your support call will be placed on hold and the Jira # provided will become your new reference #, your Jira will remain open until your issue has been completely resolved. Issues escalated to Development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. ➢ Contact the support department at your convenience for a status update on your Development Jira, or log onto eSupport to view your Jira on -line. -12- EXHIBIT 1 Escalation Procedures If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate within Support Services, as follows: Level 1: Team Manager / Team Lead, Support Services (any of): Diane Vieson, Manager, Application Support dvieson @northstarutilities.com 888 - 847 -7747 ext. 2012 Dave Kinney, Manager, Technical Support dkinnev @northstarutilities.com 888 - 847 -7747 ext. 2031 Peter Platthy, Team Lead & Development Liaison pplatthy @northstarutilities.com 888 - 847 -7747 ext. 2160 Level 2: Director, Support Services Paul Mullins pmullins @northstarutilities.com 888 847 7747 ext. 2015 Level 3: Vice President, Operations Pat Shaughnessy pshaughnessy @NorthStarcomputer.com 613 226 5511 ext. 2151 Connection Methods To ensure we can effectively support our clients, we ask that a communication link is established and maintained between our two sites. It is the client's responsibility to ensure the connection is valid at your location so that NorthStar can connect to your site and resolve the issue at hand. Our supported methods of connection are: 1. VPN (Microsoft) 2. RAS (Dial Up) 3. Terminal Services (backup connection needed for file transfers) 4. Direct Internet 5. Direct Connection (Modem) -13- EXHIBIT 1 THIRD PARTY SUPPORT Standard Third Party Support and Maintenance Services For those clients with maintenance on 3rd party products, NorthStar will provide support as described below. NorthStar provides 1St line support for all 3rd party products listed below and will escalate to the vendor if required. Please note that 3rd party installations & preventative maintenance services are not included as part of your maintenance unless otherwise indicated below. • Informix (Standard Engine & Online Engine databases) - Troubleshooting of database related issues - ODBC installation & connection to NorthStar databases - Updating database to support new NorthStar software releases - Entitlement to new Informix software shipments - Initial Informix installation & configuration • GUI - Entitlement to new GUI software releases - Installation & configuration - 1St line support for troubleshooting GUI related issues • Report Writer (Impromptu) - Administrator & User License - Initial installation & configuration of Impromptu software. - Set up of Impromptu and establishing a connection with the NorthStar software - Limited assistance in utilizing standard report writer functionality (15 min. max.) • Report Writer - Data Dictionary - Updates to catalog which reflect changes in NorthStar upgrades - Assistance in locating information within the catalog - Direction on an existing report (a copy of the report is needed) Billable 3rd Party Services • Upgrades & installations (other than at time of initial purchase) • Report Writer upgrades & installations (other than at time of initial purchase) • Re- establishment of ODBC connection if connection was lost due to actions of non- NorthStar personnel. • ODBC connections to other 3rd party products • Creation & modification of reports • Report Writer training -14- EXHIBIT 2 SOLE SOURCE ACQUISITION JUSTIFICATION NorthStar Utilities Solution, a division of Harris Computer Systems 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 613 226 5511 Dear Sir or Madam: Your firm has been selected as a vendor providing annual maintenance and continued vendor support of the NorthStar CIS Software solution. You have indicated to us that you are the only existing vendor for this type of software service. Texas Local Government Code 252.022 allows local government entities an exemption from competitive requirements where a good or service is determined to only be available from "one source ". Additionally, sole- source acquisitions exceeding fifty- thousand dollars shall require approval from the City Council. Sole- Source acquisitions by a Texas local government entity are identified and confirmed where no other sourcing option exists. Please provide a description of the software solution /service: NorthStar is a Customer Information System used for the billing and invoicing of utility services. Please review the marketplace and confirm that your firm is the only firm that can supply this software solution. The City of Denton is required to confirm this sole - source determination with your firm. Please respond as necessary to the following questions and return this form via electronic delivery. Call if you have any questions. 1. Are you the sole or single source vendor for the commodities named above? _X_-Yes No 2. Is there any other vendor that offers this service? Yes _X—No If you are not the sole source vendor of this software service, please list additional vendors that could be contacted for pricing: My signature below certifies that I have the authority to bind my company /firm, and I confirm that we are the sole source vendor of the above listed software solution/service. EXHIBIT 2 Signed:. t, „...c „r...., Print Name: Mary Lee Whitehead Title: NorthStar Project Manager Date: April 14, 2015 Upon completion of the form, please sign below to certify that you are the single source of this material and return via electronic delivery to: Melissa Kraft, Director of Technology Services 901 B Texas Street Denton, TX 76209 techservice5 (u)`cityolcicnton.com Technology Services Confirmation: In accordance with the provisions of Texas Government Code 252.022, and City of Denton Procurement Policies and Procedures, Chapter 2, I confirm that there is no available competition for this solution, and that no other service will satisfy the City's requirements. The service is the City's only option to providing the necessary support for the Information Technology infrastructure. The cost of these services has been negotiated with the provider, and staff has evaluated the reasonableness of the pricing. I certify that this sole - source justification is accurate and complete to the best of TIM knowledge. Melissa Director of Tee: g sa Kraft, y Services Date: _ - / I AP roved for Procurement Action: 1 Elton D. Brock, Purchasing Manager Date: EXHIBIT 3 ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF THREE (3) YEAR SOFTWARE MAINTENANCE FOR CONTINUED VENDOR SUPPORT FOR HARRIS PUBLIC UTILITY BILLING SYSTEM AND ASSOCIATED SOFTWARE MODULES, IMPLEMENTATION OF DATA TRANSFER WITH EXCELERON FOR UTILITY PREPAY, AND IMPLEMENTATION OF THE CORE AUTOMATION SUITE, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 4735- AWARDED TO HARRIS COMPUTER SYSTEMS, INC. IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $700,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 4735 Harris Computer Systems, Inc. $700,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 3 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4735 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffig APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -356, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with The Cooperative Purchasing Network (TCPN) for the acquisition of maintenance, repair, and operations supplies including hand tools, personal safety equipment, and supplies used by the City's field personnel, for the City of Denton Distribution Center; providing for the expenditure of funds therefore; and providing an effective date (File 5811- awarded to Fastenal Company in the three (3) year not -to- exceed amount of $600,000). FILE INFORMATION This contract is to supply maintenance, repair, and operations supplies to various City departments. The items include hand tools, personal safety equipment, and supplies used by field personnel in the execution of their duties. These items are sold to the using departments through the City Distribution Center as well as automated vending machines located at various City buildings. The vending machine inventory is owned by Fastenal Company ( "Fastenal "), and automatically replenished by Fastenal, through vendor managed inventory. The pricing for these items is specified in the TCPN contract which offers a range of discounts depending on the category of goods. Fastenal also operates its own distribution center within the Denton city limits. PRIOR ACTIONNIEW (COUNCIL, BOARDS, COMMISSIONS) The City Council approved a Cooperative Agreement with TCPN on February 1, 2005 (Ord. 2005 -033). This agreement allows the City of Denton to participate in those contracts for supplies and services that have been competitively bid and awarded by TCPN. Such cooperative procurement arrangements are advantageous to the citizens of Denton and reflect cost savings based upon volume discounts. RECOMMENDATION Award a contract to Fastenal Company through TCPN in the three (3) year not -to- exceed amount of $600,000. PRINCIPAL PLACE OF BUSINESS Fastenal Company City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -356, Version: 1 Denton, TX ESTIMATED SCHEDULE OF PROJECT This award shall become effective upon Council approval through May 5, 2016, with two automatic renewals, through May 5, 2018. FISCAL INFORMATION The items included this contract will be funded out of the Distribution Center Working Capital account and charged back to the using department. EXHIBITS Exhibit L Fastenal Pricing Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349 -7133. 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AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL AGREEMENT WITH THE COOPERATIVE PURCHASING NETWORK (TCPN) FOR THE ACQUISITION OF MAINTENANCE, REPAIR, AND OPERATIONS SUPPLIES INCLUDING HAND TOOLS, PERSONAL SAFETY EQUIPMENT, AND SUPPLIES USED BY FIELD PERSONNEL, FOR THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5811- AWARDED TO FASTENAL COMPANY IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $600,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to purchase Maintenance, Repair, and Operations Supplies in a three (3) year not -to- exceed amount of $600,000 from Fastenal Company under competitive bids received by The Cooperative Purchasing Network in accordance with a Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5811 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The City Manager, or his designee, is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY a BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND FASTENAL COMPANY (FILE 5811) THIS CONTRACT is made and entered into this day of , 2015, by and between Fastenal Company corporation, whose address is 2001 Theurer Blvd, Winona, MN 55987 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 Cooperative Purchasing Network TCPN contract R142101. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) TCPN Contract R 142 101 (Exhibit "A "), on file in the Purchasing Office; (b) Special Terms and Conditions (Exhibit "B ") (c) City of Denton Machine Inventory Price File (Exhibit "C ") (d) Vendor Collected Administrative Fee (VCAF) (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. SUPPLIER ON AUTHOR bq'd S I GNATURE Date: _., CITY OF DENTON, TEXAS IM DATE: ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I:• (A�4. EXHIBIT 3 Exhibit B Special Terms and Conditions The City, having elected to participate in TCPN Contract 4 R142101 for Maintenance, Repair and Operation Supplies; and Fastenal Company (Supplier), has agreed to the following: Scope: Supplier agrees to provide Maintenance, Repair, and Operating supplies (MRO) by utilizing Fastenal Vending Solutions, a Fastenal Storefront located in Denton TX, and a Fastenal Distribution center located in Denton TX. Through the utilization of commercial industry best practices, technology, and cooperative government procurement methodologies the City will experience greater efficiencies and streamlined procurement. Fastenal Vending Solutions have been document in case studies, as a proven method for providing ready access to needed supplies as well as the controls and compliance that governmental entities require. Products sold by Fastenal and Fastenal Vending Solutions are available via a Cooperative Government Contract (Attachment A.), which was awarded by The Cooperative Purchasing Network, based in Houston, TX. Authority for such services is granted under Government Code, Title 7, Chapter 791 Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. As such, no further competition or bidding is required. Pricing: Cost to the City for products purchased from Supplier shall be administered using the following methods: 1. Vended product will be sold at the TCPN contracted sell price, unless a lower agreed upon sell price has been determined, plus an 8% vendor collected administrative fee. 2. Product purchased from Supplier via any other method will be sold at the TCPN contracted sell price, unless a lower agreed upon sell price has been determined, with no vendor collected administrative fee added. Methods of purchase include www.fastenal.com and walk - in/walk -out transactions at Fastenal store locations. A listing of current machine inventory (Exhibit C) that the Materials Management Service Center staff has identified will receive net pricing. The net price file will be administered in addition to discounts provided by TCPN Contract 4 R142101. The City will allow for price adjustments of these net prices 6 months after the start of the agreement and twice annually thereafter. Request for price adjustment must be submitted in writing and agreed to by both parties before any adjustments take place. EXHIBIT 3 Service: Supplier will stock and replenish inventory help within the Fastenal Automated Supply vending machines. In the event that a machine needs service or repair work, this work will be performed by Supplier employees at no cost to the customer. The City is responsible for providing electricity and internet connection at the location where machines are to be installed. Supplier employees will monitor usage and inventory levels using agreed upon min/max levels and a web hosting software program that gives both City staff and Supplier staff real time visibility of machine status and inventory levels. Vendor Collected Administrative Fee (VCAF): Supplier will administer and collect and administrative fee on behalf of the City which shall be paid to the City in the form of a refund check on a quarterly basis. The City will allow a reasonable period of time after the end of each calendar quarter but not to exceed 30 days, for Supplier to provide a usage report which shows at a minimum the following attributes which will aid in the audit or reconciliation of the VCAF: • Fastenal Part Number 0 City of Denton Part Number (if available) • Product Description 0 Unit of Measure 0 Quantity purchased 0 Unit Price • Extended Price Supplier will work in good faith with City staff to ensure that needed and valuable information is provided on an as needed basis, and in the event that further or more detailed information is needed both parties will work in good faith to create reporting metrics that are mutually beneficial. VCAF will apply only to products that are vended or issued from Fastenal Automated Supply vending machine units. Supplier will work in good faith to identify products purchased by the City via methods other than Fastenal Vending Solutions that may be candidates to be stocked and issued using the Fastenal Vending Solution. EXHIBIT 3 The Quantities The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the contract 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 dentonpurchasing�2cityofdenton .com, 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 Termination The City of Denton may terminate the contract with 30 days notice. Purchases in accordance with this agreement shall not exceed $600,000. 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(D 0 (D 0 CL 0- iT) U) F 4'444 cr, a CL U- LL o6 o6 o6 \\\ \ \ \\ EE E . . . . )(D a) — / / /\\\\ M 3, 'IT W \\§@9@v &&&/> \& (00 929@@@5 "I- (Al r— m 6q \\}\ z — R 0 cr a 0 j cc (D 0 x c- co /\ C( }/\ F 15 11 '3 OOC'j ce) V) Lo N oo N. u, w LO oo u) (D cl) (o 0 co 0 u) co m �2 0 " ce) V) 000(occo r-I 00 r-I Ln LU bo --I m LL a- EXHIMT 3 Vendor Collected Administrative Fee: The below examples shall serve as an illustration of the methodology employed to achieve the VCAF: items that are part of Attachment C will have 8% added to the agreed upon price in order to achieve the VCAF. Contract Sell Price x 1.08 Net Price to Department $1.00 x 1.08 = $1.08 $1.00 + 8% $1.08 Items that are not listed in Attachment C, and where pricing is determined using the discount structure provided by TCPN Contract R142101will have the discount reduced by 8% in order to achieve the VCAF. Fastenal Wholesale Price TCPN Discount = Net Price to Department $10.00 201 = $8.00 Fastenal Wholesale Price Adiusted TCPN Discount = Net Price to Department $10.00 120yT-,,--, = $8.80 Reduced Discount to Achieve VCAF City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -357, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the City of Denton Pecan Interceptor III project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5767- awarded to the lowest responsible bidder meeting specification, William J Schultz Inc. dba Circle C Construction Company in the amount of $2,928,637). The Public Utilities Board recommends approval (4 -0). BID INFORMATION The Pecan Creek Interceptor III project consists of the replacement of approximately 7,800 feet of existing 18" clay sanitary sewer with new 36" and 30" PVC sanitary sewer and the relocation of a short 300 foot section of 8" water line that is in conflict with the new interceptor. The project starts at Bell Place and ends at the intersection of Fulton and Crescent streets (Exhibit 1 -Map). The project is required due to the inadequate flow capacity of the existing 18" clay interceptor to handle the wet weather flows the collection system experiences during large rain events. Included in the project as an alternate is a 1,500 foot section of 8" water line on Coit Street between Panhandle and Crescent streets which parallels the new interceptor. The existing 6" water line on Coit Street is in need of replacement due to a significant break history. The water line was included in the project to test for affordability and because in -house construction crews already have a full work load. Standard City of Denton purchasing procedures were utilized. Bid notices were advertised in the local paper, posted on the internet, and emailed to 504 prospective bidders. Bids for the construction phase of this project were received on April 9, 2015. There were eight bidders with a range in bids from $2,771,897.00 to $5,463,794.00 for the base bid and a range of $156,740.00 to $411,690.00 for the alternate bid. The engineer's opinion of probable construction cost (OPCC) for the base bid was $3,147,000 and for the alternate bid was $260,000. The bid tabulation is enclosed as Exhibit 2. The low bidder for this project, Circle C Construction Company "Circle C ", appears to meet all of the necessary qualifications requirements for this project. Circle C's base bid of $2,771,897.00 is approximately 12% less than the engineer's OPCC for the base bid. Circle C's alternate bid of $156,740.00 is approximately 40% less than the engineer's OPCC for the alternate bid. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -357, Version: 1 On April 27, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award Bid 5767 to the lowest responsible bidder meeting specification, Circle C Construction Company in the amount of $2,928,637. PRINCIPAL PLACE OF BUSINESS Circle C Construction Company Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT The estimated schedule for this project is June 2015 through November 2015. FISCAL INFORMATION Funding for the wastewater portion of the project will come from the Wastewater Capital Project Fund account number 640150545.1360.40100 in the amount of $2,716,801. Funding for the water portion of the project (including the alternate) will come from the Water Capital Project Fund account number 630332517.1360.40100 in the amount of $211,836. Requisition# 123965 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Project Location Map Exhibit 2: Bid Tabulation 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: Frank Payne at 349 -8946. City of Denton Page 2 of 2 Printed on 5/1/2015 Exhibit 1 — Project Location Map 0 bHINb r Q cox a cwet7 x r.,azcrvE � Crescent v COLLEGE PIFdFLE LINDEN . m � 4n 1 BYA(7/y{T'(IAY '. TEXAS Pecan Creek �nterceptor M PANHANDLE _. ,; .w mMwxanmr .mm�w.m+wmrvum WIBPi6R3lG PAISLE EGAN naNC,'.PESS; EARRE a raErcwav PARKSvAY f ANDERSON a ,. .. „ 111AN7 ULANC ,Py H- J W KENT PEARL HAYNEJ. 2..P P� MCKINNEY ___ 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 . . . . . . .. .. . 8° . . . . . . - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - . . . . . . . . . . — — — - - — - — - — . . . . . g . .. . .. - - - - - - - - - - - - -l- - - - - - - - - - - - ol 9 8 00 9 0 0 10 8 8 00 00 8 8 00 00 8 8 00 00 8 9 00 8 9 00 9 00 9 00 8 9 00 00 00 00 00 00 00 00 00 0 8 00 00 0 8 0 o 8 0 c 0 0 0 wl 1 0 0 08 08 �o 00 0� 00. �o 00. 08 00. 08 00. oo �o oo 0� 08 �o 00 0� 00 0� 00. 0� 00. 08 00. 08 00. 08 0� 00 0� 08 0� 00. �o 00 �o 00 0� oo 10 10 0 0 NN 1 vs IW -1 w -1 Pl N. -1 N, 1. 11 Pl 11 1 U 0 z 10 0 IM OR R, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 88g 88g $ Q8 gg M I R P - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - o o o o o o o o o o o o o o o AnB 0 0 0 0 8° 0 0 0 0 9 9 0 0 0 0 9 0 0 0 0 5° 0 0 0 0 9 9 0 0 0 0 9 9 0 0 0 0 9 8° 0 0 0 0 9 0 0 0 0 9 0 0 0 0 0 0 9 0 0 0 0 5 0 0 0 0 9 0 0 0 0 5 0 0 0 0 9 0 0 0 0 n 0 0 0 0 0 9 9 0 0 0 0 4 5 0 0 0 0 9 9 1 0 0 0 0 0 9 9 0 0 0 0 0 0 9 5 1 0 0 9 00 00 0 0 9 9 0 0 0 0 00. 08 008 08 008 008 �o 00 0� 00 0� 00 00 00 00 00 00 0� 00 0� 00 �o 00 0� 00 �o 00 0� oo 9 8° R 8 9 8 8 8 9 8 9 11 ------------ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 00 0� 9 0 08 �o 00. 0� 00. �o 00. 00 9 00 8 9 9 00 8 9 9 0� 8 9 0� 00 0� 00 0� 00 0� 00 0� 00 00 00 00 00 00 �o 00 �o 00 �o 00. 0� 00. 0� 00. 0 00 �o 00 I J l o 1 2 z z z El EE E E E E 0 0 2 1 > > E 2 2 2 N N 3 E .2 A 2 2 m m > > > > > la - '. - o I o -8 -8 2 - - - - - - - - - - - - - > > , L >1 E �j �j -1 I -1 -1 -1 -1 --1 d E . 9 1 9 1 9 1 1 g vg - - - - - - - - - - - - - - - - - - - - - --------- --------- d g - - - - - - - - ----- - - - - - - - - - - - - - - - - - - - - - o� q -o o4 - - - - - - - - - - - - - - - - - - - - - - - - - H - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 oo 9 1 I - - 00 00 - - 00 oo 9 - - oo 00 9 - - 00 - oq - - oo 00 9 - - 00 oo 9 - - 00 8 g - - 8 oo g - - - - - - - - - - N -- oo ME ME ME E ±LLL EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD April 27, 2015 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, April 27, 2015 at 9:06 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Secretary Randy Robinson, Barbara Russell, Lilia Bynum, and Charles Jackson Absent: Chairman Dick Smith, Vice Chair Billy Cheek and Phil Gallivan Ex Officio Members: Howard Martin, ACM Utilities Absent: George Campbell, City Manager OPEN MEETING: CONSENT AGENDA: 1. Consider recommending approval of IFB 5767 to Circle C Construction Company in the amount of $2,928,637.00 for the construction of the Pecan Creek Interceptor III project. Item 1 was pulled by Board Member Russell for questions. Russell asked if this item was on the CIP. Martin answered that it is. Arora added that this portion will go by the Civic Center and through Quaker Town Park down around Frame Street and McKinney Street. The last phase will take it to HWY 380. After completion of the last phase, that will be the end of the Pecan Creek Interceptor. This item came in a small amount below budget. Robinson clarified that this item is from Revenue Bonds not General Obligation Bonds. Martin stated it is actually Certifications of Obligation. Motion was made to approve item 1 by Board Member Russell with the second by Board Member Jackson. The vote was 4 -0 approved. Adjournment: 9:41 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE CITY OF DENTON PECAN INTERCEPTOR III PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 5767- AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATION, WILLIAM J SCHULTZ INC. DBA CIRCLE C CONSTRUCTION COMPANY IN THE AMOUNT OF $2,928,637). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the construction of public works or improvements, as described in the "Bid Invitations ", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 5767 Circle C Construction Company $2,928,637 SECTION 2. The acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under Bid 5767 to the City Manager of the City of Denton, Texas, or his designee. EXHIBIT 3 SECTION 5. Upon acceptance and approval of the above competitive bids and the execution of contracts for 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. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -358, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of medium duty trucks for the City of Denton; and providing an effective date (RFP 5762- awarded to Grapevine DCJ, LLC in the three (3) year not -to- exceed amount of $1,743,826). RFP INFORMATION This RFP is to establish an annual supply agreement for the purchase of medium duty vehicles for various City Departments. A list of the vehicles is shown on the attached pricing /evaluation sheet - Exhibit 1. The term of the contract will be for one (1) year, with two (2) automatic, annual renewals. Future year model pricing will be submitted by the supplier prior to the end of each contract year, with the pricing based upon the annual percentage change in the manufacturer's base price. Although, the contract allows for a maximum annual increase of 8 %, the vendor must provide documentation justifying any price change request, and the City must approve the request. Standard City of Denton purchasing procedures were utilized. RFP notices were advertised in the local paper, posted on the internet, and emailed to 99 prospective suppliers. Three (3) responses meeting specifications were received. The proposals were evaluated based upon price, delivery timeframe, compliance with specifications, and indicators of probable performance. Although pricing was an important factor in the evaluation process, probable performance was the determining factor in the final scoring. Fleet services conducted a study of the lifecycle maintenance and repair costs between Dodge and Ford class trucks over the last 10 years, and determined that the average repair cost/mile for Ford trucks is almost twice as much as Dodge trucks (Exhibit 2). Therefore, Grapevine DCJ (Dodge, Chrysler, Jeep), LLC was ranked with the highest score and determined to be the best value for the City (Exhibit 1). RECOMMENDATION Staff recommends award to Grapevine DCJ, LLC in the three (3) year not -to- exceed amount of $1,743,826). PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -358, Version: 1 Grapevine DCJ, LLC Grapevine, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the vehicles will occur within 70 -120 days of issuance of a purchase order. FISCAL INFORMATION The vehicles purchased through this contract will be funded from individual departmental and replacement accounts on an as needed basis. The funding will be required to be approved in the department's fiscal year budget before a purchase order can be issued. EXHIBITS Exhibit l: Pricing /Evaluation Sheet Exhibit 2: Fleet Memo Regarding Dodge Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349 -8729. City of Denton Page 2 of 2 Printed on 5/1/2015 LL AR ,z .2 oow > < -1 4 5 z d c O O O 9 .. „s$ - - - - - - — — — — - - - - - - - - - - - - — — — — - - - - - - - - - - — — - - - - - - - - — — — — - - ------- - - - - R � em 4, — — - - - - - - - - — — — — - — — - - - - - - - - -1 4 5 z d c O O O 9 .. „s$ - - - - - - — — — — - - - - - - - - - - - - — — — — - - - - - - - - - - — — - - - - - - - - — — — — - - ------- - - - - -1 4 5 z d c O O O 9 .. „s$ - - - - - - — — — — - - - - - - - — — - - - - - - - - — — — — - - ------- - - - - I E E E E E E E E E E E E E E E E E -1 4 5 z d c O O O 9 .. „s$ EXHIBIT 2 From: Kader, Terry To: Brock, Elton D Cc: Klinck. Julia A.; Rosendahl, Charles; Hunter, Rebecca A Subject: RFP 5762 - Medium Duty Trucks Date: Tuesday, April 21, 2015 3:52:58 PM Elton, A study of the lifecycle maintenance and repair costs between the two makes (Ford and Dodge) of class 5 trucks over the last 10 years, reveals that Dodge trucks have an average maintenance and repair cost of $0.34 /mile compared to $0.63 /mile for Ford trucks. Some Ford trucks have also proven to be problematic when performing specific repair tasks, requiring specialized tools, equipment and procedures. Cost savings on maintenance and repair services would quickly make up the initial cost difference of these vehicles, especially over the anticipated 10 year life of the vehicle. Fleet Services believes that Dodge medium duty trucks represent the best value for the City of Denton based on historical data from our fleet maintenance reporting system and recommend awarding of RFP# 5762 to Grapevine Dodge, Chrysler, Jeep LLC. Thanks, Terry EXHIBIT 3 ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF MEDIUM DUTY TRUCKS FOR THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (RFP 5762- AWARDED TO GRAPEVINE DCJ, LLC IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $1,743,826). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of medium duty trucks in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5672 Grapevine DCJ, LLC $1,743,826 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. EXHIBIT 3 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5672 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY _ A BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GRAPEVINE DCJ, LLC (5762) THIS CONTRACT is made and entered into this date , by and between GRAPEVINE DCJ, LLC, whose address is 2601 mm m WILLIAM D. TATE GRAPEVINE, TX 76051, 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 #5762 ANNUAL SUPPLY OFmMEDIUM DUTY TRUCKS. 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 5762 (Exhibit "B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Supplier's Proposal. (Exhibit "D "); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E ") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5762 EXHIBIT 4 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 ffim RFP 5762 2 8 1-1 P 1:11, 1 14, , BY: �IZT X�UTHORIZt`l SIGNATURE Date: 4r- Z-1- �\— Naine: . ............. T it I e: PHONE NUMBER FAX NUMBER 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 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 dentonpurchasing _@cityofdenton.com, 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 bid price will be in effect. The supplier must submit or make available the manufaclurcrs pri cin sheet used to calculate the bid proposal, to participate in the escalation /de- escalation clause. Total Contract Amount The contract total shall not exceed $1,743,826.00. Pricing shall be per Exhibit D attached. RFP 5762 EXHIBIT 4 Delivery Lead Time Product or services shall be delivered to the City per the days /weeks noted in Exhibit D after receipt of the order. RFP 5762 EXHIBIT 4 Exhibit C 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 contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as 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 seller'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. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 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. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City RFP 5762 b7 EXHIBIT 4 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 Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled RFP 5762 EXHIBIT 4 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 Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's 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. RFP 5762 VA EXHIBIT 4 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 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 firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the RFP 5762 EXHIBIT 4 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: 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. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books" "records" "documents" and "other evidence" as used above shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the RFP 5762 EXHIBIT 4 Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: 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. 19. WARRANTY- PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all RFP 5762 10 EXHIBIT 4 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 warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non- conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP 5762 ill EXHIBIT 4 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. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming 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. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief 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. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the RFP 5762 12 EXHIBIT 4 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 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 Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a RFP 5762 13 EXHIBIT 4 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department RFP 5762 14 EXHIBIT 4 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon 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. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the 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 RFP 5762 15 EXHIBIT 4 delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a 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 RFP 5762 16 EXHIBIT 4 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 the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing 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. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior RFP 5762 17 EXHIBIT 4 consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity RFP 5762 18 EXHIBIT 4 not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City 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 RFP 5762 19 EXHIBIT 4 mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or 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 After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties RFP 5762 20 EXHIBIT 4 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. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental RFP 5762 21 EXHIBIT 4 list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd /contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property RFP 5762 22 EXHIBIT 4 and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP /Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 5762 23 EXHIBIT 4 RFP 5762 - SUPPLY OF MEDIUM DUTY TRUCKS EXHIBIT D Grapevine DCJ Grapevine, Texas DELIVERY ARO: 70-120 days Courtesy Exterior Car Wash Every Visit of Purchased INCLUDED, NO CHARGE Vehicle Multi Point Inspection and Condition Report with Every INCLUDED, NO CHARGE Visit Delivery charge on New Vehicle Purchased INCLUDED, NO CHARGE [0120PUT-As III III 41T, Percentage Discount for Body Repairs NOT AVAILABLE Parts and Service Discounts for non-warranty 10% maintenance and repairs Cost for 5 Yr/100,000 mile Extended Warranty $2,620.00 ptio Option 0 ..... . . .... ......... ............... OPTION DESCRIPTION ....... GAS DIESEL i Item t MODEL Extended Total Line Item DESCRIPTION 3 YEAR CITY [ 2016 Base 2016 Base Vehicle 1 6.71. Cummins 4500 (DIESEL) $ 9,970.00 2 6.7L Cummins Vehicle 'c le P rice Price 1 $ 9,970.00 I Ram 4500 Regular Cab 60" CA 42 DRW 1 53p528.00 40,498.00 4049800 2 Ram 4500 Regular Cab 60" CA 4x4 DRW LBN/XXS ..... 33 �083.0p._._ _....._�.43,053.00 $43,053.00 3 Ram 4500�Regy�lajjCR�" CA 4x2 DRW $ 275.00 $30,682.00 40 „652_QO 40 652.29_ . ....... 4 . R ZF611egular Cab 84" CA .................... mmmm am 7 m m S43�208.00 3 208.00 $ __150,QQ. Ram 4500 Regular Cab 108" CA 42 DRW ------ Backup Camera $30837.00 �Ab 807.00 3: =_ $4d] 807.µm"10 - 6 — - --- — - ------ Ram 4500 Regular Cab 108" CA 4x4 DRW 4506---1 $33,392.00 $43,362.00 X43 µ3E2;00 7 ...................... Ram 4500 Regular Cab 120" CA 42 DRW .............. 1 . 540 99 00 1. 40,961.00 $40,961.00 8 Regular Cab 120" CA 44 DRW 1 1 $33,547.00 . . .... . 43 517 $43 517.00 Ram 4500 Crew Cab 60" CA 42 DRW 1 $32,711.00 542,691-00 42 681.00 10 Ram 4500 Crew Cab 60" CA 4x4 DRW 1 _�35 757,00 ...................... 145j27,00 $45,727.00 11 Ram 4500 Crew Cab 84" CA 42 DRW I $32 866.00 , $ 42 836.00 42 836.00 12 Ram 450-0 Crew iS_b i I 22,211.00 $45, 881.00 45,881.00 13 Ram 5500 Regular Cab 60" CA 4x2 DRW 2 _ 31 496.QQ 111456�00 ..__4 $82,912.00 L4 Ram CA 4x4 DRW 1 $34,041.00 4011.9. . ..... _.�14 I.QQ .......... 15 .. .......... . .... ­ . ....... . IRam 5500 Regular Cab 84" CA 4x2 DRW ....... . ................. . ........... 4 $41, 10.00 $166 _440.00 16..... !Ram 5500 Regular Cab 84" CA 44 DRW 2 $34,299.00 L538.00 88 -,... i1 Ram 500 Regular Cab 108" CA 4x2 DRW $31,795.00 $41,765.00 �41 765, . ...... . ..... 00 — 18 Ram 5500 Regular Cab 108" CA 44 DRW mm ITmmmmmmmmmIT 1 . mmm . ....... 34 453µw00 �44,423,00 $44,423,00 19mmmmmm Ram 5500 Regular Cab 120" CA 42 DRW 2 ,949�00 J?0 �j�,21L �83,838.00 La�.!��1lt 34,608,00 $31 4,78.00 11 � (i(L �WiZL 21 Ram 5 00 Crew Cab 60" CA 4x2 DRW 2 11 .. ........... 33,714.00.._] ____�_41 L,84,00 $87,368.00 22 Ram 5500 Crew Cab 60" CA 44 DRW 2 537,216.00 �47 186,00 ITm $94 2,QQ 23 Ram ................................ . ...... . . .. . . . . . .... . . ................................................... am 5500 Crew Cab 84" CA 42 DRW ....... 1 $263,034.00 24 -WWWW Ram 5500 Crew Cab 84" CA 4X4 DRW —6 4 $37,371.00 47 341.00 189,364.00 Courtesy Exterior Car Wash Every Visit of Purchased INCLUDED, NO CHARGE Vehicle Multi Point Inspection and Condition Report with Every INCLUDED, NO CHARGE Visit Delivery charge on New Vehicle Purchased INCLUDED, NO CHARGE [0120PUT-As III III 41T, Percentage Discount for Body Repairs NOT AVAILABLE Parts and Service Discounts for non-warranty 10% maintenance and repairs Cost for 5 Yr/100,000 mile Extended Warranty $2,620.00 ptio Option 0 ..... . . .... ......... ............... OPTION DESCRIPTION ....... DEALER PRICE BOOK ADDER/DEDUCT i Item t MODEL OPTION CODE AMOUNT N.-ber 1 6.71. Cummins 4500 $ 9,970.00 2 6.7L Cummins 5500 1 $ 9,970.00 3 PTO . ....... 4500 .......... 1 LB 375.00 4 PTO 5500 LBN/XXS . .. . .................. 375,00 5 Trailer Brake ControllerITITIT 450 . C .......... � $ 275.00 6 Trailer Brake Controller 5500 XHC ............ 75.00 7 CamPrp_wwwww 4500 XAC $ __150,QQ. 8 Backup Camera .5.500 XAC "-RA2i $ 350.00 _._9 Uconnect 5,0 Radio 4506---1 575.00 16 Uconnect 5.0 Radio 5500 1 RA27 575D0 24 EXHIBIT 4 Exhibit E 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. 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 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 oi'person who has a business relationship with local governmental entity. �---- ---- ---- 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business clay after the date the or lin icialhj �filllll ue�stionnai�rebecomes incomplete or inaccurate.) 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? E:1 Yes E] 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? E-1 Yes F] 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 El No D. Describe each affiliation or business relationship. . . . ..... ...... .......... . . ........................................................................................ . . . ..... ..... . ...... I have no Conflict of Interest to disclose. Signature of person doing business with the governmental entity Date .......................... . . . .......................... . RFP 5762 nil City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'&IM111iffidrith w ww.cityofdenton.com D EN'FON File #: ID 15 -359, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Utilities Administration CM/ ACM: Howard Martin, 8232 Date: May 5, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement by and between the City of Denton, Texas and Robson Denton Development, L.P. for the provision of water services, providing for the expenditure of funds therefor; providing an effective date. The Public Utilities Board recommends approval (7- 0). BACKGROUND Robson Denton Development, L.P., is the developer of the Robson Ranch Planned Development project located in the far southwestern corner of the Denton city limits west of Interstate 35 W and north of Robson Ranch Road (see location map Exhibit 1). This project included a total of 2,747 acres of mixed land uses including mostly higher end senior residential development in a master planned gated community along with golf course amenities and associated recreational facilities. The development was annexed into the City of Denton in 1999 and zoned under a Planned Development PD - 173. The first phase of the development was built in 2000 and there are currently approximately 1,700 active water meter accounts within the development with a estimated 6,500 single family lots projected at build out. Due to the size and location of the proposed development, provisions to provide water and wastewater service to this Planned Development located in the far southwestern corner of the City's Water and Wastewater CCN was a major challenge to both the City of Denton and to the Robson Ranch developer. Prior to the beginning of the project, the City of Denton and the developer negotiated a Memorandum of Understanding to articulate and document the responsibilities of both parties in the provision of Water and Wastewater services to support the development. This Memorandum of Understanding (attached Exhibit 2), detailed terms of agreement on managing temporary water service during the first five to ten years of the project through the use of Robson supplied groundwater wells and permanent water service supplied by the City of Denton through the construction of the Southwest Ground Storage and Booster Pump Station facilities located within the Country Lakes Development on the east side of Interstate 35 W. The Memorandum of Understanding was a useful administrative tool to help guide both parties through the initial fifteen years of the development project and was followed by both parties in principle during these years with the exception that the time lines were extended since the project did not market and build at the pace originally planned in the agreement. For example temporary water service from water wells was originally planned to be in place for the first five years but was delayed for an additional two years before the Southwest Booster Pump Station was constructed in 2007. In addition, it was anticipated that the Southwest Elevated Storage Tank would be in service after about seven years but it will come on line this year, about 15 years after the start of the project. One remaining item contained in the Memorandum of Understanding for permanent water service had provisions for the developer to be a financial participant in bringing additional water supply capacity to the Southwest Booster Pump Station through a participation in a major offsite water transmission line to be constructed along Interstate 35W or along an alternative route. In principal, the Memorandum of Understanding did not obligate the City of Denton to provide water supply for the project from the Southwest Booster Pump Station facility to support the build out of the entire project without the financial participation of the Robson Ranch developer in this major offsite water transmission pipeline. As a part of trying to manage other growth pressures within the southwestern portion of the City from other developers, the City created a new water impact fee zone for the Southwest service area as a part of the five year Water and Wastewater Impact Fee City of Denton Page 1 of 3 Printed on 5/1/2015 File #: ID 15 -359, Version: 1 updating process in 2008. The concept was if growth pressures in this area were to be managed, higher impact fees that reflect the higher cost to provide water service to this outlying service area would be an appropriate and desirable tool from a policy and equity basis for helping fund water supply infrastructure to this outlying water service area. Four developments (Robson Ranch, Country Lakes, The Vintage and the Meadows) had previously been managed through negotiated exaction agreements related to funding offsite water transmission pipelines to serve there developments as a condition of plat approvals. As a consequence, they were excluded from this impact fee zone to avoid a unfairness issue with other developments that had failed to come to terms with the City of Denton to provide water service to support their development (see attached Exhibit 3). Staff briefed the PUB on the water supply issues in the southwestern portion of the City on three occasions (April 23, 2007; September 24, 2007; and March 24, 2008) to discuss the history behind the growth in this area and the evolution of water system improvements that have occurred over time to keep pace with this development activity. The third briefing also included policy level discussions on the development of an impact fee zone for providing water system improvements for this portion of the water service area. These discussions ultimately lead to the inclusion of a second water impact fee zone for that portion of the water service area south and west of Hickory Creek. This specific water impact fee zone did not include any development that the City had specific development agreements with (either via contract, memorandums of agreement or development exactions as a condition of plat approval). Staff also provided an additional briefing the PUB on August 25, 2008 that covered the results of the Freese and Nichols 2007 Waster Distribution System Master Plan and the amendment to this contract to address short term water supply and capital improvement needs to serve the growing southwest water service area. Although the Memorandum of Understanding has served both parties well during the first fifteen years of the project, the timing of two events (the need for the Southwest Elevated Storage Tank and the need for additional water transmission capacity to supply the Southwest Booster pumping Station) has resulted in a cash flow problem to both parties in implementing the final step of the process i.e. the funding for the additional water transmission pipeline to supply additional water to the Southwest Booster Pump Station. Per the Memorandum of Agreement, the developer was responsible for providing a suitable elevated storage tank site and extending a water transmission pipeline through the development to connect to this elevated storage tank site. This placed a 1.8 million dollar cost burden on the developer to construct the connecting water transmission pipeline and a 5.3 million dollar cost burden on the City to construct the Southwest Elevated Storage Tank. The construction of a new water transmission pipeline to supply additional water into the Southwest Booster Pump Station would cost between 5 to 9 million dollars depending upon the route taken (Allred Road vs Interstate 35 W) and long term transmission piping to supply this entire service area would ultimately cost between 22 to 30 million. As a result, staff proposed an alternative approach that would provide for the following: • Robson Ranch would pay a surcharge amount totaling $1,000 per SFE at the time of a building permit submittal in addition to the Zone IA water impact fees. This would generate approximately 4.8 million dollars of additional funds for capital improvements to support the current and projected future capital plans for water infrastructure to supply water to Robson PD. This surcharge is $400 per SFE more than the current difference between Zone IA and Zone 2 water impact fees and more appropriately reflects the additional cost to provide water service infrastructure to the outer edge of the City's water service area. • Robson Ranch would be provided assurances from the City that they would meet future water supply needs to the project through build out at a defined and negotiated cost. • The proposed development agreement would be legally binding to both parties and would carry forward to the property in the unlikely event the property and project was ever sold or conveyed to another party. This is a major improvement to both parties over a Memorandum of Understanding. • It would protect Robson Ranch from having platting approvals withheld in the future based upon unresolved terms related to permanent water supply contained within the Memorandum of Understanding. • It would provide a mechanism for Robson Ranch to meet their financial obligations outlined in the Memorandum of Understanding to supply water transmission capacity to the Southwest Booster Pumping Station. • It allows the City of Denton the ability to plan and implement needed capital improvements to supply water transmission service to this service area without the codependency of an expensive and complicated development participation agreement. Staff was successful in negotiating this alternative approach and the proposed agreement has been reviewed and accepted by the developer and their legal counsel and has the support of the Water Utilities managerial staff and legal counsel. It represents a fair and balanced resolution to both parties and it represents the final piece of the water supply infrastructure challenge for the Robson Ranch City of Denton Page 2 of 3 Printed on 5/1/2015 File #: ID 15 -359, Version: 1 PD. OPTIONS 1. Approve the proposed development agreement with Robson Denton Development L.P., as prepared and submitted by staff and signed by the developer. 2. Recommend desired changes to the development agreement. 3. Reject the development agreement approach for this situation. RECOMMENDATION Staff recommends approval of the proposed development agreement as drafted, signed by Robson Denton Development L.P., and submitted. ESTIMATED SCHEDULE OF PROJECT PRIOR ACTION /REVIEW (Council, Boards, Commissions) The original Memorandum of Understanding was approved by the PUB and City Council in 1999. Prior PUB briefings on the water supply issues for the southwest portion of the City's service area as listed above. FISCAL INFORMATION This item has a rather significant long term financial impact to the City to provide the necessary capital improvement program to provide water service to support the build out of the Robson Ranch PD. However, it will provide an estimated 4.8 million dollars of additional financial participation by the developer over time through the payment of the $1,000 per SFE surcharge in addition to the Zone IA water impact fees. In the absence of such an agreement, the City of Denton and developer would be faced with a major problem in continuing to approve additional plats for the project in the absence of a financial participation by Robson in the needed capital improvement plan outlined in the City's Water Impact Fee CIP. In addition, it will be very difficult for city staff to continue to respond to water service requests to this portion of the water service area while still requiring the development community to fund basic offsite water line extensions to serve their proposed developments. EXHIBITS 1. Location Map 2. Memorandum of Understanding. 3. Current Water Impact Fee Zones. 4. Development Agreement. Respectfully submitted: Howard Martin Assistant City Manager Prepared by: Tim Fisher Assistant Director of Water Utilities City of Denton Page 3 of 3 Printed on 5/1/2015 JAN - %4-UU MUN 5:U7 PM FINANCE DEPT FAX N0. 602 895 4347 EXHBIT 2 ROBSON COMMUNITIES Master- Planned Resort Living 9532 E. Riggs Road, Sun Lakes, Arizona 85248 -7411 480/ 895 -9200 main phone 480/ 895 -4347 fax phone - Executive Offices- Date: January 24, 2000 Time: 2 :30 p.m. To: Howard Martin Company: City of Denton Fax Number: 940- 349 -8120 From: Dawn Number of Pages sending including this page: 5 Comments: P. I JAN -24 -00 MON 5 :07 PM FINANCE DEPT FAX NO, 602 895 4347 P, 2 LETTER OF UNDERSTANDING The Letter of Understanding between Robson Denton Development, LP ( "Robson ") and the City of Denton, Texas ( "City") identifies essential areas of agreement between Robson and the City for the provision of water and sewer service by the City to the Robson development near Denton, Texas and provides the components for a utility services agreement to be entered into by Robson and the City. TEMPCfRARY WATER SERVICE: Temporary Water Service shall be defined as the time period beginning at the start of the Robson development which Is estimated to be early or mld year 2000 and ending at the date that both the City's Lake Ray Roberts Water Treatment facility and the City's ground storage and booster pump station facility ("GSBtBPS") generally located on or near the intersection of Crawford Road and John Payne Road East of Interstate 35W start up. The City of Denton agrees to provide Temporary Water Service for the Robson development through an on site groundwater supply system. Robson shall make wells available on the Robson development to be operated by the City for Temporary Water Service at sites selected by Robson. The water shall meet the quality standards Imposed under the Safe Drinking Water Act, as amended, or under the requirements of the Texas Natural Resource Conservation Commission, whichever Is more stringent, at the point of entry into the water distribution system. All water quality compliance testing shall be performed by the City. Robson agrees that at Ieast two wells shall be available with combined pumping capacity of 1,200 gpm for the first 1,050 connections and that at least three wells with a combined pumping capacity of 1,800 gpm shall be available when there are more than 1,050 connections. If the water system demands of the Robson development exceed the combined capacity of these wells during the period of Temporary Water Service, Robson shall provide additional wells as needed to serve the Robson development (collectively, all of these wells are referred to as the "Wells "). City agrees to operate and maintain the Wells during the period that Temporary Water Service Is provided, and shall return the Wells to Robson after the Temporary Water Service is terminated in good working condition, subject to normal wear+and tear. City shall pay the operation and maintenance costs of the Wells used for delivery of potable water to the Robson development during the period of Temporary Water Service, and all repairs to the Wells shall be made promptly by the City. Robson shall be permitted to use the Wells for delivery to its golf course and for construction water as long as it does not interfere with the City's delivery of potable water, and City shall be permitted to use other Robson wells ( "Additional Wells ") for its potable delivery. Notwithstanding the foregoing, Robson is under no obligation to make Additional Wells available to the City, If the Welll OF any Additional Wells are shared by the City and Robson for water deliveries, the costs for operating the Wells and Additional Wells shall be proportional based on the City's an Robson's respective use. During the period of Temporary Water Service, City ! shad JAN-2.4 -00 MON 5 :07 PM FINANCE DEPT FAX NO, 602 895 4347 P. 3 purchase water delivered for retail sales from the Wells and the Additional Wells at a rate of $1.50 per 1,000 gallons, payable monthly upon presentation of an invoice by Robson. Robson and City shall cooperate to allow for appropriate metering of all retail sales to the City. Robson shall not be charged by City for any golf course or construction water delivered from the Wells other than Its proportionate share of operating costs, and City shall not pay Robson the $1.50 per 1,000 gallons for water delivered to Robson from the Wells for use on the golf course and for construction water. City shall charge Elie residents of the Robson development its customary rates and charges for water service. Robson shalt grant City ail necessary rights to ingress and egress from the well sites. In order to meet peak demand for potable service as well as to meet fire requirements, Robson shalt construct up to a 500,000 - gallon interim groundwater storage and booster pump station facility on the Robson development. City agrees to operate and maintain the water storage and booster pump facility until the earlier of the date the elevated storage facility is operational or within one year after 1,250 connections are sewed In the Robson development, in accordance with applicable rules imposed by the State of Texas, and shall return the storage and booster pump station facility to Robson after the Temporary Water Service is terminated in good working condition, subject to normal wear and tear. City shall pay the operation and maintenance costs of these facilities during the period of Temporary Water Service, and all repairs to these facilities shall be made promptly by the City. In consideration for designing and constructing the on -site ground storage and booster pump station and the on -site wells for use by the City during the period of Temporary Water Service, City agrees to postpone the collection of all water impact fees for the water system connections permitted during the period the Robson development is receiving Temporary Water Service. The total of the impact fees postponed shall be paid by Robson to the City in equal annual installments over a 3 -year period, with the first installment payment due within 30 days of when the Permanent Water Service commences. R iANI:NT WATER SERVICE: The City agrees to provide Permanent Water Service to the Robson development from the City's Lake Ray Roberts Water Treatment Plant and the City's CS8t8PS("Permanent Water Service Facilities "). Robson agrees to terminate Temporary Service and commence Permanent Water Service from the City when both the Permanent Water Service Facilities are placed into service. The City of Denton will construct the Permanent Water Service Facilities in phases with adequate capacity to meet the service needs of the southwest upper pressure plane including the Robson development. The City of Denton agrees to finance and construct the Permanent Water Service Facilities at its expense as a part of the Water Utilities Capital Improvements Program. payment of impact fees applicable to all of the will pay for Its share of these facilities through the development. e water system customers in the Robson Robson agrees to extend the water distribution line from the discharge of the GS&BpS west along Crawford Road to the Robson development with construction to be completed by the end of the period of Temporary Water Service. The waterline shall be sized to meet the ultimate water service needs of the Robson development at future build -out and be JAN - ?4 -00 MON 5:08 PM FINANCE DEPT FAX N0, 602 895 4347 P. 4 financed and paid for by Robson. The City of Denton reserves the right to participate in oversizing the waterline at Denton's expense in accordance with the City's subdivision ordinances at the time of construction. The cost of this waterline shall not be credited towards any existing or future impact fees. Robson recognizes that the Highway 377 waterline (to be constructed and paid for by the City of Denton) has limited capacity and will not support the ultimate service needs of the Robson development. Robson has the right to connect to available capacity in the Highway 377 waterline on a first come first serve basis. The City agrees to provide water service to the Robson development that cannot be served from the Highway 377 waterline from a waterline to be constructed by the City along Interstate 35W (or an alternate route). In the event that the City of Denton does not implement line impact fees by the time the Capacity in the Highway 377 waterline has been utilized by Robson or other developments in the area, Robson agrees to financially participate In the cost of the Interstate 35W waterline project. Robson shall pay Its proportionate share of the cost of the interstate 35W waterline project on a capacity share basis. An elevated water storage tank will be required in the future to provide adequate water system pressure and fire protection to the Robson development. Robson agrees to donate a two -acre elevated storage tank site to the City of Denton to be located at the Robson Property north of H. Lively Road. This site shall be at or above a ground of 785 ft MSL and shall be provided with suitable road access for the initial aconstruction and future maintenance of this facility. The timing of the construction of the elevated storage tank will be based upon the overall system growth on the City of Denton's southwest upper pressure plane water distribution system, the Texas Natural Resource Conservation Commission Rules and Regulations for Public Water Supply Systems (Section 290.45) and the firefiow requirements of the City of Denton's subdivisio regulations and uniform fire code. The City of Denton n rules and agrees to finance and construct this elevated storage tank at Its expense as a part of the Water Utilities Capital Improvements Program. Robson will pay for its share of the elevated water storage tank through the payment of impact fees charged to all of its water system constructed through the Interior of the Robson development to customers. connect to he elevated water storage tank shall be constructed at a size to serve the needs of the Robson development, It is understood that Robson will finance and construct all waterlines that are built within the Robson development. This includes the supply line to the elevated storage tank. PERMANENT 1NASTEMAT EIt SERVICE: Robson agrees to construct a new wastewater treatment plant with capacity sufficient to serve the Robson development during the period of development buildout and the necessary plant expansions and upgrades required to meet all discharge .standards imposed by the State of Texas. Robson shall be responsible for all capital improvements over $7,500 required as a result of deficiencies in the design of the wastewater treatment Plant that result in non - compliant discharges or are necessary to meet legal requirements for odor control. JAIL -?4 -00 MON 5 :09 PM FINANCE DEPT FAX N0, 602 895 4347 P. 5 Denton agrees to own and operate the wastewater plant in accordance with applicable rules Imposed by the State of Texas. Robson agrees to phase the expansion of the wastewater treatment plant according to the TNRCC capacity design and construction standards (75/90 rule). Denton agrees to secure discharge permits for phased plant expansions and permit renewals, The City shall waive all wastewater treatment Impact fees and provide to Robson credits for the effluent delivered to the Robson development that Is based on the calculation of the effluent credits provided on Exhibit l to this Letter of Understanding. The credits for effluent delivered to the Robson development shall cease after all of the dwelling units in the Robson development have been sold and constructed even If all of the effluent credits calculated on Exhibit I have not been utlllaed. Robson agrees to pay pumping costs for the transfer of effluent to its irrigation facilities. The City shall provide effluent required to Robson up to the total daily discharge levels from the plant to water its golf courses and greenbelt areas during the time Robson is selling and constructing homes in the Robson development, subject to restrictions of the reuse of effluent Imposed under Texas law that requires the return of effluent from the plant located on tite Robson development to Lake Grapevine. The City reserves the right to use the remaining effluent for its own effluent reuse program. Robson Denton Development, LP B Y Its City of Denton, Texas By Its Suuir-ce to t~ouncii Approval 012 1001.doc C) ".., LO S R E .u�I. II0 U Water Impact Fee Service Areas Zones 1 A, 1 B & 2 UCK CREEK a n RD o U N O .W. " " " "" l� DIAN TRL x x U GRI LAIN OWN RD' LUGINBYHLRD [r VII ...�.8C.K.S...,.5 "D" O ~ HWY 380 W > """"""""" """""""."." .".".".". z ¢ M LAM RD E HAWKEYER R SEL " " " " " " JW; R D W ZONE 1 B HINN RD 0 Ir "" A ........... T KILE RD � AIRP RT RD� "" "" "� " " "� " " "� 0 2 C RBIN R E UNIVE 0 of N CO x LAIN OWN RD' 0 ...�.8C.K.S...,.5 "D" Q w HWY 380 W 0 Ir "" A ........... T KILE RD � AIRP RT RD� "" "" "� " " "� " " "� 0 2 C RBIN R E UNIVE 0 of N EXHIBIT 4 ORDINANCE NO. 2015- AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN "AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ROBSON DENTON DEVELOPMENT, L. P. FOR THE PROVISION OF WATER SERVICES;" PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE. WHEREAS, Robson Denton Development, L.P. ( "Developer ") is the Developer of the "Robson Ranch Resort Community," which is a master - planned community in the City's Planned Development District No. PD 173 (as amended from time to time, the "Robson Ranch PD). The real property that is within the Robson Ranch PD is more particularly described in Exhibit "A" attached hereto and incorporated herewith by reference (the "Development "); and WHEREAS, in the year 2000, prior to the commencement of significant development of the Development, Developer and the City entered into a Letter of Understanding (the "Letter of Understanding ") setting forth the respective obligations of Developer and the City with respect to the construction of water and sewer infrastructure to serve the Development and regarding the provision of water and sewer service to the Development; and WHEREAS, in accordance with the terms of the Letter of Understanding, Developer previously completed the extension of the water distribution line from the discharge of the Southwest Ground Storage and Booster Pump Station located on John Payne Road north of Crawford Road, west along Robson Ranch Road (formerly known as Crawford Road) to the Development (the "Robson Ranch Line ") and has conveyed a site to the City for an elevated water storage tank north of Lively Road. The City has commenced construction of the elevated water storage tank on the location north of Lively Road.; and WHEREAS, the Letter of Understanding provides in part as follows with respect to water service for the Development: "The City agrees to provide water service to the Robson development that cannot be served from the Highway 377 water line from a waterline to be constructed by the City along Interstate 35W (or an alternate route). In the event that the City of Denton dies not implement line impact fees by the time the capacity in the Highway 377 waterline has been utilized by Robson or other developments in the area, Robson agrees to financially participate in the cost of the Interstate 35W waterline project. Robson shall pay its proportionate share of the cost of the Interstate 3 5 W waterline proj ect capacity share basis;" and WHEREAS, Developer and the City have now agreed that instead of Developer paying its proportionate share of the cost of the Interstate 35W (or alternate route) waterline project on a capacity share basis (or by line impact fees), Developer will pay a water surcharge to the City in addition to the Water impact fee pursuant to City Ordinance No. 2013 -326, and as hereafter amended, as set forth in the "Agreement by and between the City of Denton, Texas and Robson Denton Development, L.P. for the Provision of Water Services (the "Agreement ");" which Agreement sets forth those terms upon which the water surcharge will be paid by Developer and the terms by which the City shall provide water services to the Development." WHEREAS, the City Council of the City of Denton hereby finds that the Agreement serves important municipal and public purposes and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. 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 and deliver the Agreement, which is attached hereto as Exhibit "A" and is incorporated herewith by reference, and is authorized to further carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY MR APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY B Y' , w 4 CHRIS WATTS, MAYOR Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ROBSON DENTON DEVELOPMENT, LP FOR THE PROVISION OF WATER SERVICES THIS AGREEMENT (the "Agreement ") is made and entered into on the day of ­—.1, 2015, by and between Robson Denton Development, LP, an Arizona limited partnership ( "Developer "), and the City of Denton, Texas, a municipal corporation (the "City "). RECITALS: A. Developer is the developer of the "Robson Ranch Denton Resort Community ", which is a master - planned community located in the City's Planned Development Zoning District No. PD 173 (as amended from time to time, the "Robson Ranch PD "). The real property that is included within the Robson Ranch PD is more particularly described on Exhibit "A" attached hereto and made a part hereof by this reference (the "Development "). B. In 2000, prior to the commencement of significant development of the Development, Developer and the City entered into a Letter of Understanding (the "Letter of Understanding ") setting forth the respective obligations of Developer and the City with respect to the construction of water and sewer infrastructure to serve the Development and regarding the provision of water and sewer service to the Development. C. In accordance with the terms of the Letter of Understanding, Developer previously completed the extension of the water distribution line from the discharge of the Southwest Ground Storage and Booster Pump Station located on John Payne Road north of Crawford Road, west along Robson Ranch Road (formerly known as Crawford Road) to the Development (the "Robson Ranch Line ") and has conveyed a site to the City for an elevated water storage tank north of Lively Road. The City has commenced construction of the elevated water storage tank on the location north of Lively Road. D. The Letter of Understanding provides in part as follows with respect to water service for the Development: "The City agrees to provide water service to the Robson development that cannot be served from the Highway 377 water line from a waterline to be constructed by the City along Interstate 35W (or an alternate route). In the event that the City of Denton does not implement line impact fees by the time the capacity in the Highway 377 waterline has been utilized by Robson or other developments in the area, Robson agrees to financially participate in the cost of the Interstate 35W waterline project. Robson shall pay its proportionate share of the cost of the Interstate 35W waterline project on a capacity share basis." E. Developer and the City have now agreed that instead of Developer paying its proportionate share of the cost of the Interstate 35W (or alternate route) waterline project on a capacity share basis (or by line impact fees), Developer will pay a water surcharge to the City in addition to the water impact fee pursuant to City Ordinance 2013 -326 as hereafter amended, all as more fully set forth below. F. The City and Developer have entered into this Agreement to set forth the terms upon which the water surcharge will be paid and by which the City shall provide potable water service to the Development. Agreements NOW, THEREFORE, in consideration of the matters set forth in the Recitals and the mutual covenants, promises and undertakings of the City and Developer set forth below, the sufficiency of which consideration is hereby acknowledged, the City and Developer agree as follows: 1. Zone. Developer and the City each acknowledge and agree that the Development is part of Zone 1.13 for purposes of water impact fees pursuant to City Ordinance 2013 -326. The City agrees that when establishing impact fee zones and water impact fees for the different zones in the future, the City shall not discriminate against the Development as compared to the rest of the City. 2. Water Surcharge. Notwithstanding that the Development is part of Zone 1.13 for purposes of water impact fees, Developer agrees to pay a water infrastructure surcharge (the "Water Surcharge ") in the amount of $1,000 for each water meter Single Family Equivalent (SFE) installed in the Development at Developer's request from and after the effective date of this Agreement. The Water Surcharge is in addition to the water impact fees charged by the City pursuant to the City's current impact fee ordinance. The Water Surcharge for each water meter and the water impact fee for each lot shall be due and payable on a lot by lot basis when the building permit is obtained for the home or structure on the lot. 3. City to Plan and Provide for Water System Capacity. The City acknowledges and agrees that the City will reasonably plan for and provide, at the City's expense, sufficient water system capacity for the Development in accordance in all material respects with the Robson Ranch PD as and when such development is reasonably desired by Developer, including but not limited to the following: (a) sufficient potable water from the City's water treatment plants; (b) sufficient capacity in the Robson Ranch Line; (c) sufficient capacity in the Allred Road water line (or alternate route) and the John Payne Ground Storage and Booster Pump Station; and (d) sufficient capacity in such other water conveyance infrastructure as can serve the development and that is required to provide sufficient capacity to develop the Development in accordance in all material respects with the Robson Ranch PD. Robson hereby agrees to extend the connecting water transmission pipeline through the Development along Ed Robson Blvd. to connect the existing water transmission system within the Development to the planned City- constructed elevated storage tank to the north of Lively Road in accordance with the -2- approved Water Distribution System Master Plan. Such pipeline shall be completed in all material respects by March 31, 2015. 4. Runs With The Land. The obligation to pay the Water Surcharge with respect to each lot in the Development pursuant to this Agreement runs with the title to each lot. To the fullest extent permitted by applicable law, each person or entity who acquires title to a lot within the Development (other than Built -Out Lots as provided below) is automatically deemed to have assumed and agreed to pay the Water Surcharge as a condition to receiving a building permit for a house or other structure on the lot. Developer and its successors in interest with respect to each lot now or hereafter in the Development hereby expressly agree that the City shall not have any obligation to issue a building permit (or a certificate of occupancy) with respect to a house or other structure on a lot until the Water Surcharge for that lot is paid in full. Developer shall not have any personal liability to pay the Water Surcharge for any lot or parcel that is not owned by Developer. 5. Release of Built -Out Lots. This Agreement is not intended to create conditions or exceptions to title or covenants running with any Built -Out Lot (as defined below). Therefore, in order to alleviate any concern as to the effect of this Agreement on the status of title to any Built -Out Lot, this Agreement shall terminate without the execution or recordation of any further document or instrument as to any Built -Out Lot. As used herein, the term 'Built -Out Lot" shall mean any single - family residential lot that (a) is the subject of a recorded subdivision plat, and (b) has been improved with a residence for which a certificate of occupancy has been issued. Each Built -Out Lot shall automatically be released from and no longer subject to or burdened by the provisions of this Agreement requiring payment of the Water Surcharge. In addition, upon the recordation of a subdivision map or plat of all or any portion of the Property, this Agreement shall automatically terminate with respect to any lands dedicated in such subdivision map or plat for streets, roadways or right -of -way or utilities. 6. Ratification. Except as hereby modified or amended, all terms and conditions of the Letter of Understanding are hereby ratified and approved. In the event of any conflict or inconsistency between this Agreement and the Letter of Understanding, the terms and conditions of this Agreement shall govern and control. Without limiting the foregoing, nothing contained in this Agreement relieves Developer of the obligation to build all waterlines within the Development that are required to serve the Development, including but not limited to the water supply line to the elevated storage tank that the City is building north of Lively Road; provided, however, that operation, maintenance, repair and replacement of such lines shall be the obligation of the City. However, Developer shall not have any obligation to build or pay for (other than through the water impact fees and the Water Surcharge) any capacity, expansions, capital improvements or other equipment or facilities required for the City to perform its obligations under Section 3 of this Agreement. 7. No Other Impact Fees. Except for the Water Surcharge, the City shall not charge any water line impact fees, water line connection fees, water conveyance fees, or similar fees, however denominated, for the conveyance of water for or in connection with the Development or any part thereof; provided, however, that this sentence does not restrict tap -in fees and meter set fees that are intended to reflect the actual reasonable cost of work performed by the City in connection with setting the meters and establishing such connections. Further, the City shall not charge Developer, its successors or assigns, the Development or the owners thereof increased amounts for water impact fees to pay for the conveyance of water. The parties agree that the Water Surcharge bears a reasonable relationship to the costs intended to be covered by such Water Surcharge and that such .3.. Water Surcharge shall be binding upon the parties to this Agreement and their respective successors and assigns. 8. Private Wells. Developer reserves to itself and to any homeowners associations for all or any part of the Development the right to irrigate landscaping, common areas and golf courses with groundwater from private wells. The City shall not enact any ordinances, rules or regulations that may interfere with Developer's (or such homeowners associations') right or ability to use such groundwater for such purposes or with Developer's right or ability to drill, maintain, repair or replace such private wells. The City gives no assurances that Developer (or such homeowners associations) shall have the right under applicable federal, state or county laws, rules or regulations to continue to use private wells for any or all of such purposes. In addition, Developer (and such homeowners associations) shall have the right, subject to compliance with all applicable federal, state and county laws, rules and regulations, to irrigate such landscaping, common areas and golf courses with treated effluent, if any, obtained from the City, and the City shall not enact any restrictions on such use of effluent. 9. Notices. Any notice, demand or other communication required or permitted to be delivered hereunder shall be deemed given, received and effective when hand - delivered, delivered by currier or overnight delivery, or two days after being mailed by United States mail (registered, certified or first class), postage pre -paid, return receipt requested, addressed to the applicable party at the following addresses, or sent via facsimile to the fax number set forth below for each party: If ter thewC.ijy: City of Denton, Texas 215 East McKinney Street Denton, Texas 76201 Attention: Howard Martin Assistant City Manager /Utilities Fax No.: (940) 349 -8120 If to Qcvelo: Robson Denton Development, LP 9532 East Riggs Road Sun Lakes, Arizona 85248 Attention: Steven M. Soriano Fax No.: (480) 895 -5455 With a col : City of Denton, Texas 215 East McKinney Street Denton, Texas 76201 Attention: Jim Coulter Director of Water Utilities Fax No.: (940) 349 -8120 Willy cap ly oo: Robson Communities, Inc. 9532 East Riggs Road Sun Lakes, Arizona 85248 Attention: Peter M. Gerstman Fax No. (480) 895 -5455 The parties hereto may change their respective notice addresses for all communications by a written notice delivered to the other party in accordance with the terms of this Section. 10. Time is of the Essence. Time is of the essence in the performance of each obligation under this Agreement. 11. Inte rag tion. This Agreement contains the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior arrangements and understandings between the parties with respect thereto, and no other agreement, statement or promise made by either party concerning -4- the subject matter of this Agreement that is not contained in this Agreement shall be binding or valid. The parties agree that there may have other agreements between them covering other matters not expressly addressed in this Agreement, which agreements are unaffected by this Agreement. 12. Severability. If any term or provision of this Agreement or any portion thereof is held by a court to be illegal, invalid, or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable term or provision there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable. 13. Attorney's Fees. Should either party to this Agreement commence legal proceedings against the other to enforce any of the terms or provisions of this Agreement, the party that does not substantially prevail in the proceedings shall reimburse the other party for its court costs and reasonable attorneys' fees and expenses, including but not limited to expert witness fees and deposition expenses. 14. Amendment. This Agreement may be amended only by the mutual agreement of both the City and Developer, which amendment shall not be effective unless and until it is reduced to a writing that is executed by both the City and Developer. 15. No Waiver. The failure of the City or Developer to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of the obligations, rights, or duties imposed upon the parties. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. 16. Section Headings and Construction of Agreement. The descriptive headings of the various sections of this Agreement have been inserted for the convenience of reference only, and are to be afforded no significance in the interpretation or construction of this Agreement. Both parties hereto have participated in the negotiation and preparation of this Agreement, which shall not be construed either more or less strongly for or against either party to this Agreement. 17. Gender,. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. 18. Exhibits. All Exhibits to this Agreement are incorporated herewith by reference for all purposes, wherever reference is made to the same. 19. Inurement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 20. Counterparts. This Agreement may be executed in counterparts of this instrument, each of which is deemed an original, but all of which constitute but one and the same agreement. 21. Authority. The City represents that this Agreement has been approved and duly adopted by the City Council of the City in accordance with all applicable public meetings and public notice -5- requirements (including but not limited to notices required by the Texas Open Meetings Act) and that that the individual executing this Agreement on behalf of the City has been authorized to do so. Further, the person executing this Agreement on behalf of the City represents that such person has been duly authorized to do so on behalf of the City. Developer represents that this Agreement has been approved by appropriate action of Developer and that the individual executing this Agreement on behalf of Developer has been authorized to do so. Further, the person executing this Agreement on behalf of Developer represents that such person has been duly authorized to do so on behalf of Developer. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. All obligations of the parties created under this Agreement are fully performable in Denton County, Texas. SIGNATURE PAGE IMMEDIATELY FOLLOWS THIS PAGE -6- IN WITNESS WHEREOF, Developer and the City have caused this Agreement to be signed by their respective duly- authorized officers and officials as of the date first set forth above. CITY: THE CITY OF DENTON, TEXAS a Texas Municipal Corporation LO-A ATTEST: JENNIFER WALTERS, CITY SECRETARY LN APPROVED AS TO LEGAL FORM: Y: � .. Aaiuta l3trrges,., ("I tto ley GEORGE C. CAMPBELL City Manager DEVELOPER: ROBSON DENTON DEVELOPMENT LP, an Arizona limited partnership By: Denton Property Management Company d /b /a Robson Denton Management Company, an Arizona corporation, its general partner By Steven M. Soriano, Vice President and Assistant Secretary .7,. ACKNOWLEDGEMENTS *ml- a WsI�.I� COUNTY OF DENTON This instrument was acknowledged before me this by George C. Campbell, City Manager of the City of Denton, behalf of the City of Denton. Notary Public STATE OF PVY i Zcsno- COUNTY OF day of 2015, Texas, a municipal corporation, on This instrument was acknowledged before me this,�Z,-3„ day of .��� , 2015, by Steven M. Soriano, Vice President and Assistant Secretary, ol" Denton Property Management Company, an Arizona corporation doing business in Texas as Robson Denton Management Company, on behalf of such corporation in its capacity as general partner of Robson Denton Development, LP, an Arizona limited partnership, for the purposes therein contained on behalf of such limited partnership. Notary Public DENENE A. TILL Notary Public . Arizona Maricopa County rmM Icy Comm. Expires Dec 31, 2017 -8- EXHIBIT "A" LEGAL DESCRIPTION OF THE DEVELOPMENT -9- LEGAL DESCRIPTION Being a 2747.16 acre tract of land situated in the M. Scurlock Survey, Abstract No. 1141, the F. Garcia Survey, Abstract No. 502, the J. H. Paine Survey, Abstract No. 1617, the J. McGowan Survey, Abstract No. 798, the B.B.B. & C.R.R. Survey, Abstract No. 197, the T. & P.R.R. Survey, Abstract No. 1301, W.L. Dunning Survey, Abstract No. 1568, the F. Oliver Survey, Abstract No. 989, the G. Pettingale Survey, Abstract No. 1041, and the B.B.B. & C.R.R. Co. Survey, Abstract No. 176, Denton County, Texas, said 2747.25 acre tract of land being that same tract of land as described by Warranty Deeds to Robson Denton Development, as recorded in Volume 4373, Page 216 and Volume 4373, Page 284 of the Deed Records, Denton County, Texas, said 2747.16 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 112 inch iron rod found for the apparent southeast comer of said M. Scurlock Survey Abstract No. 1141, the southeast comer of a called 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas, the most southerly southwest corner of a tract of land deeded to Hillwood/McCutchin, Ltd. as recorded in Volume 2470, Page 678 of said Deed Records, Denton County, Texas, and the southwest corner of the E. Pizano Survey, Abstract No. 994, Denton County, Texas; THENCE N89 051'21 "W, with the south line of said M. Scurlock Survey, said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the approximate center of said Crawford Road, a distance of 10158.30 feet to a 518 inch iron rod, the southerly most southwest comer of said 2426.81 acre tract, the southwest corner of said M. Scurlock Survey, and also the southwest corner of a called 471.7 acre tract of land recorded in Volume 254, Page 576 of said Deed Records, Denton County, Texas; THENCE N00 °00'47 "E, with the west line of said M. Scurlock Survey, the west line of said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the west line of said 471.7 acre tract of land, a distance of 3696.25 feet to a 5/8 inch iron rod found for corner, an exterior ell comer of said 2426.81 acre tract, from which a bois d' arc fence comer post in concrete found for the apparent northeast corner of said W. L. Dunning Survey, the northeast corner of a called 32.7 acre tract of land recorded in Volume 254, Page 576 of said Deed Records, Denton County, Texas and southeast comer of a called 112.90 acre tract of land recorded in Volume 285, Page 171 of said Deed Records, Denton County, Texas bears N00 °00'47 "E, a distance of 611.11 feet, said 5/8 inch iron rod also being the southeast corner of said 32.7 acre tract of land; THENCE S89 024'45 "W, with the westerly most south line of said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the south line of said 32.7 acre tract of land, a distance of 2333.33 feet to a 518 inch iron rod for corner, said 5/8 inch iron rod being the southwest corner of said 2426.81 acre tract and said 32.7 acre tract of land, said 5/8 inch iron rod also being in Florence Road; THENCE N00 °00'47 "E, with the west line of said 2426.81 acre tract and said 32.7 acre tract of land, a distance of 611.11 feet to a 5/8 inch iron rod found for corner in said Florence Road and for the northwest corner of said 32.7 acre tract of land, said 5/8 inch iron rod being in the north line of said W. L. Dunning Survey, said 5/8 inch iron rod also being in the south line of said 112.90 acre tract of land recorded in Volume 285, Page 171 of said Deed Records, Denton County, Texas; THENCE S89 024'45 "W, with the north line of said W. L. Dunning Survey, a distance of 16.67 feet to a 5/8 inch iron rod found for corner in said Florence Road, said 5/8 inch iron rod being the southwest comer of said 112.90 acre tract of land; THENCE N00 °31'59 "W, with the west line of said called 2426.81 acre tract and with the west line of said 112.90 acre tract of land, a distance of 3922.85 feet to a 5/8 inch iron rod found for corner in said Florence Road, said 5/8 inch iron rod being the most westerly northwest corner of said called 2426.81 acre tract and said 112.90 acre tract of land; THENCE N89 039'58 "E, with the north line of said 112.90 acre tract of land, a distance of 27.78 feet to a 5/8 inch iron rod found for corner on the east side of said Florence Road, said 5/8 inch iron rod being an exterior ell corner of said called 2426.81 acre tract and said 112.90 acre tract of land; THENCE S00 620'02 "E, with the east side of said Florence Road and with the west line of said B.B.B. & C.R.R. Survey, a distance of 127.78 feet to a 5/8 inch iron rod found for corner, said 5/8 inch iron rod being an exterior ell corner of said 2426.81 acre tract of land and the apparent northwest corner of a called 218.07 acre tract of land recorded in Volume 474, Page 637 of said Deed Records, Denton County, Texas, from which a bois d' arc fence post in concrete found for the apparent southwest corner of said 218.07 acre tract of land and for the apparent southwest corner of said B.B.B. & C.R.R. Survey, bears S00 °20'02 "E, a distance of 1708.33 feet; THENCE N89 051'47 "E, with the westerly most north line of said called 2426.81 acre tract, with the north line of said 218.07 acre tract of land and the south line of a called 218.07 acre tract of land as recorded in Volume 947, Page 751 and Volume 1459, Page 411 of said Deed Records, Denton County, Texas, a distance of 5562.49 feet to a 112 inch iron rod found for corner, said 112 inch iron rod being the apparent northeast corner of said 218.07 acre tract of land recorded in Volume 474, Page 637, and being in the west line of a called 995.8 acre tract of land recorded in Volume 247, Page 561 of said Deed Records, Denton County, Texas, from which a bois d' arc fence post in concrete found for the apparent southeast corner of said 218.07 acre tract of land and for an exterior ell corner of said 995.8 acre tract of land bears 800 °20'02 "E, a distance of 1709.16 feet; THENCE N00 °20'02 "W, with the northerly most west line of said called 2426.81 acre tract, with the west line of said 995.8 acre tract of land and the east line of said 218.07 acre tract of land as recorded in Volume 947, Page 751, and Volume1459, Page 411 a distance of 1708.41 feet to a 518 inch iron rod found for corner, said 518 inch iron rod being the apparent northeast corner of said 218.07 acre tract of land as recorded in Volume 947, Page 751 and Volume1459, Page 411, and for the southeast corner of East Ponder Estates, an addition to Denton County, Texas as recorded in Cabinet C, Page 397 of the Plat Records, Denton County, Texas; THENCE N00021'1 5'W, with the east line of said East Ponder Estates and the west line of said called 2426.81 acre tract, a distance of 3434.29 feet to a 5/8 inch iron rod found for corner in H. Lively Road, said 5/8 inch iron rod being the northerly most comer of said called 2426.81 acre tract and the northwest corner of said 995.8 acre tract of land, from which a bois d' arc fence corner post in concrete found for offset bears S00 °21'1 WE, a distance of 20.00 feet, said 5/8 inch iron rod also being in the north line of said J. McGowan Survey; THENCE N89 °4737 "E, with the north line of said 2426.81 acre tract, said 995.8 acre tract of land, the north line of said J. McGowan Survey, and the north line of said J. H. Paine Survey, a distance of 3650.25 feet to a 518 inch iron rod found for corner in said H. Lively Road, said 5/8 inch iron rod being the northeast corner of said 2426.81 acre tract, said 995.8 acre tract of land and the northwest corner of a called 320.350 acre tract of land deeded to Robson Denton Development, LP as recorded in Volume 4373, Page 284 of said Deed Records, Denton County, Texas, from which a 1 -112 inch iron pipe found for offset bears S00 027'02 "E, a distance of 20.00; THENCE N89 054'37 "E with the north line of said J.H. Paine Survey, Abstract No. 1617, the north line of said F. Oliver Survey, Abstract No. 989, the north line of said 320.350 acre tract and with H. Lively Road, a distance of 2057.91 feet to a 5/8 inch iron rod found for the northeast corner of said 320.350 acre tract of land, from which a 1 -1/2 inch iron pipe found for the apparent most northerly northeast corner of said F. Oliver Survey, Abstract No. 989, bears S89 °54'37 "W, a distance of 15.00 feet; THENCE with the apparent and occupied east line of said 320.350 acre tract of land S00 °07'1 0 "E, a distance of 3056.98 feet to a bois d'arc corner post in concrete found for corner, said bois d'arc comer post being the northwest corner of a tract of land deeded to Hillwood /McCutchin, Ltd., as recorded in Volume 2470, Page 678 of said Deed Records, Denton County, Texas, from which a 1 -1/2 inch iron pipe found for reference bears N82 °45'33 "E, a distance of 2.32 feet; THENCE S00 007'42 "W, with the apparent and occupied east line of said 320.350 acre tract of land and the west line of said Hillwood /McCutchin, Ltd. tract of land, a distance of 3803.58 feet to a an 'W' cut in concrete found for the southeast corner of said 320.350 acre tract of land, also being in the easterly most north line of said 2426.81 acre tract and said M. Scurlock Survey, Abstract No. 1141, from which a steel fence comer post in concrete found for an exterior ell corner of said 2426.81 acre tract of land, the apparent northeast corner of the M. Scurlock Survey, Abstract No. 1141, Denton County, Texas and an interior ell corner of said Hillwood /McCutchin, Ltd. tract of land bears N89 °48'51 "E , a distance of 1215.50 feet; THENCE N89 °48'51 "E, with the easterly most north line of said 2426.81 acre tract and the north line of said M. Scurlock Survey, a distance of 1,215.50 feet to a steel fence corner post in concrete found for corner, said steel fence corner post being the apparent northeast corner of said M. Scurlock Survey, said steel fence corner post also being an interior ell corner of said Hillwood /McCutchin, Ltd. tract of land and an exterior ell corner of said 2426.81 acre tract, from which a 1 -1/2 inch iron pipe found for reference bears N82 046'32 "E, a distance of 3.22 feet; THENCE S00 °29'08 "E, with the southerly most east line of said 2426.81 acre tract and with the west line of said Hillwood /McCutchin, Ltd. tract of land, a distance of 3074.89 feet to a 1 -1/2 inch iron pipe found for corner; THENCE S00037'1 9"E, with the southerly most east line of said 2426.81 acre tract and with the west line of said Hillwood/McCutchin, Ltd. tract of land, a distance of 3345.00 feet to the TRUE POINT OF BEGINNING. The above - described parcel contains 119,666,243 square feet or 2,747.16 acres, more or less. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -371, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin, 349 -8232 Date: May 5, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to accept a counteroffer from McKee- Krum Properties, LLC, for the purchase by the City of a 15.037 acre tract located in the J. Haney Survey, Abstract No. 515, Denton, Denton County, Texas, generally located south of FM 1173 and east of Masch Branch Road, for the public use of expansion, construction, operation, maintenance, augmentation, and improvement of electric transmission and distribution lines, facilities, structures, including substations and switch stations, for the price of $250,000.00; authorizing the expenditure of funds; and, providing an effective date. (DME Masch Branch Switch Station) [ID 15 -367] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to construct the Masch Branch Substation. The Masch Branch Substation must be constructed to allow additional transmission lines to be terminated in the station, to increase the bus and equipment ratings, and to provide a better layout and operational configuration for this station. An appraisal of the property was performed by Integra Realty Resources DFW, LLP for the amount of $187,963.00 on June 9, 2014, signed as reviewed and final on June 18, 2014. The appraisal includes compensation to the landowner for 15.037 acres, or 655,012 square feet in fee simple interest for the purpose of constructing an electric substation which will be the Masch Branch Substation on the subject property. Initial and final offers were tendered to the owner based on this appraisal, and rejected. Negotiations have proceeded over several months resulting in an offer to sell for the price of $250,000. OPTIONS 1. Approve adoption of the ordinance. 2. Do not approve adoption of the ordinance and provide staff with further direction. RECOMMENDATION DME staff recommends approving adoption of the ordinance. ESTIMATED SCHEDULE OF PROJECT Depending on other variables, such as permitting and weather, DME staff estimates work on the site to begin in early 2019, with anticipated completion of the substation by early 2020. City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -371, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utilities Board was informed of this project and meeting on August 12, 2013. The City Council was informed of this project and meeting on August 13, 2013. An open house was held on September 3, 2013. The Public Utilities Board voted to recommend approval of the site on October 14, 2013. The City Council approved the site on November 5, 2013. The Public Utilities Board approved the initial offer on July 14, 2014. The City Council approved the initial offer on July 15, 2014. The Public Utilities Board approved the final offer and eminent domain proceedings on October 13, 2013. The City Council approved the final offer on October 21, 2014. FISCAL INFORMATION This project is funded through the issuance of 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 (ERCOT). EXHIBITS 1. Survey 2. Map 3. Ordinance Respectfully submitted: Phil Williams General Manager, Denton Municipal Electric Prepared by: Smith L. Day Compliance Manager, DME City of Denton Page 2 of 2 Printed on 5/1/2015 EXHIBIT "B" attachment to Ordinancq (the "Property Interests") It ig CL gj If HO lih r - . dli poll, v 0 �r �r rr� v! U m U Z = > > Y o z O = =ao 00 In Y Y m yY m m 00 In (n O � �— Q w Z w£ .. 3 ° c boo a m m z O I— Z z H X W =o� m O O Q Q O_ n U) i= M o O O 8 W W U z U z d _ Q I- CL N O c Z O X Z w 0 w O U z O C 0 0 0 0 i— i— m 0 o a U w N 0- z¢ U at °a ° dad -- N a w c 0 0 E ORDINANCE NO. 2015 - AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A PURCHASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS ( "CITY "), AS BUYER, AND MCKEE -KRUM PROPERTIES, LLC, A TEXAS LIMITED LIABILITY COMPANY, ( "OWNER "), AS SELLER, TO ACQUIRE FEE TITLE TO A 15.037 ACRE TRACT SITUATED IN THE J. HANEY SURVEY, ABSTRACT NO. 515, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" AND LOCATED GENERALLY IN THE 4800 BLOCK OF MASCH BRANCH ROAD ( "PROPERTY INTEREST ") FOR THE PURCHASE PRICE OF TWO HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($250,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "); AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ( "City ") made a bona fide offer to McKee -Krum Properties, LLC, a Texas limited liability company, ( "Owner ") to purchase the Property Interest; WHEREAS, the Owner has made a counteroffer to the offer of the City; WHEREAS, the 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 authorized (a) to execute on behalf of the City (i) the Purchase Agreement, between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $250,000.00 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 declares 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 , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO; (I) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of April, 2015, between Seller, %1cKce -Krum Properties, LLC, a Texas Limited Liability Company and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exi:ibit A" attached, being located in Denton County, Texas (the "Land "); and WF-IERE:AS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of v,-iy and together with all and singular the improvements and fixtures thereon and a11 o her rl:�lits and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, !)jec, to the reservations, Seller agrees to sell and convey to Buyer, and Buyer afire`:, rrcl .,e from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors are:: assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access L: uri .:e of the Property, in any way, manner or form, in connection with or related to sc cd oil, gas, and other minerals and /or related to exploration and /or production ul oil: _as and other minerals reserved , including without limitation, use or access of' the surf,lce of the Property for the location of any well or drill sites, well bores, whether- `crtical or any deviation from vertical, water wells, pit areas, seismic activities, tania or tank batteries, pipelines, roads, electricity or other utility infrastructur :3: "Or subjacent or lateral support for any surface facilities or well bores, or an 1 astructure or improvement of any kind or type in connection with or related t _ :I oil, gas and other minerals, and/or related to the exploration or production of same. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of TWO HUNDRED and FIFTY THOUSAND and NO 1100 US Dollars ($250,000.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of TWENTY FIVE THOUSAND [written out amount] and No /100 Dollars ($25,000.00), as Earnest Money with Reunion Title, 2745 Wind River Lane, Denton, Texas 76210, ("Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (tile "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Conlrad of Sale Page 2 of 20 ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. Tile Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of ten (10) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. Contrail of Sale Page 3 of 20 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within ten (10) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed ten (10) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if Permitted Exception); (e) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. Uonrrad of'Sale Page 4 of 20 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Coniracl of Sale Page 5 of 20 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property, other than the possible condemnation proceeding by the City of Denton which all parties to this Contract of Sale are aware. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and racy materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (41 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (43 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 3601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Conlraci of Sale Page 6 of 20 (k) All Leases, as defined in Article V, Section 5.02(x), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, Conlracl of Sale Page 7 of 20 from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article I1I, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, iron the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satistied or Waived. If any Coniraci ofSale Page 8 of 20 of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE V1 CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. seventy five (75) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) Tile Special Warranty Deed, substantially in the form as attached as Attachment "l ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buver. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) Time sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section Contract of'Sale Page 9 of 20 5.03, above, the provisions of this Article V1I, Section 7.03 shall survive the Closing. Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or niore of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Mayer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option.. do any of the following: Conlrael of Sale Page 10 of 20 (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Scller's representations, warranties and obligations that are not waived by I luyer by its acceptance of Seller's title; and (iii) Sock other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closir(t, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract !;y Buyer pursuant to the terms hereof prior to Closing. (b) Seller's lZeniedy. If Buyer is in default under this Contract, Seller, as Seller's sole and ,Xclusive remedies for the default, may, at Seller's sole option, do either one of tl, following: (i) T-i urinate this Contract by written notice delivered to Buyer in which c„ ,nt the Seller shall be entitled to a return of the Earnest Money, and P-ver shall, promptly on written request from Seller, execute and deliver :., documents necessary to cause the Title Company to return to Seller ti o Earnest Money; or (ii) I' - force specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. `x.11 notices, demands, requests, and other communications required hereunder shall c in writing, delivered, unless expressly provided otherwise in this Contract, by tele i�.onic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delil cred, upon the earlier to occur of (a) the date provided if provided by telephonic facsi;nile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt Conlract of'Sale Page 11 of'20 requested, post:,:-, prepaid, addressed as follows: SELLEI:: McKee Krum i't-operties, LLC Sherry McKee, ".tanager & Sole Member 1722 Villa Cot!rt Corinth, Texas 76210 Copies to: For Seller: Brooke Ulrickscn Allen Brown, Dean, ``,':seman, Proctor, Hart & Howell, LLP 306 W. 7 "' Street. quite 200 Fort Worth, Tr 76102 Fax: (817) 87U -127 BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas St. Denton, Texas 76209 Fax: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382 -7923 9.02 Govern Law and Venue. This Contract is being executed and delivered and is intended to performed in the State of Texas, the laws of Texas governing the validity, com;!mction, enforcement and interpretation of this Contract. THIS CONTRACT 1, PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON CO' s:'( >', TEXAS. 9.03 Entiret .rnd Amendments. This Contract embodies the entire agreement between the p: cs and supersedes all prior agreements and understandings, if any, related to the 1' party, and may be amended or supplemented only in writing executed by the party a,:: ,;st whom enforcement is sought. 9.04 Parties a nd. This Contract is binding upon and inures to the benefit of Seller and Buyer, anc :i cir respective successors and assigns. If requested by Buyer, Seller agrees to exec. , cknowledge and record a memorandum of this Contract in the Real Property Recor i Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of If any damage or destruction to the Property shall occur prior to Closing, or if,, ondemnation or any eminent domain proceedings are threatened or initiated by an ly or party other than Buyer that might result in the taking of any portion of the 1' ty, Buyer may, at Buyer's option, do any of the following: (a) Termina 11his Contract and withdraw from this transaction without cost, t-onrract of Dale Page 12 of 20 obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buycr elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer awree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are rcasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IN, Section 9.06 shall survive Closing. 9.07 Ti we is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. Tl c Exhibits which are referenced in, and attached to this Contract, are incorponiit ,d in and r-,:xle a part of, this Contract for all purposes. 9.09 Du!(-_r,.rtion of- .-Authority. Authority to take any actions that are to be, or may be, taken by :\•er un ±:'r this Contract, including without limitation, adjustment of the Closing D� , are & - ,,,atcd by Buyer, pursuant to action by the City Council of Denton, Texas, to l:, - A Pay—.% P.E., City Engineer of Buyer, or his designee. 9.10 Co.,. i , i a Ex cc -., t ion. This Contract of Sale may be executed in any number of counterp, t:;; :ill of which taken together shall constitute one and the same agreement, and any of the u.ies n; : , : ,:ccute this Agreement by signing any such counterpart. 9.11 Bu': >s Dn . If the Closing Date or the day of performance required or permitted ., ,ucr this ntract falls on a Saturday, Sunday or Denton County holiday, then Contractor -> � Page 13 of-- the ClOsi'lg DrIltc (late of such Performance, as the case may y be, shall be next SELLER: McKee•Krum Properties, LLC BY Nam= McKee Title: Manager & Sole Member -.IILJ Signed on the /0 / day of April, 2015. 0-6 1 M. By. (jhU,K(3-E C. CAMPBELL, (5ITY'7N1L-,k7N-AGER Signed on the day of 205. ATTEST: JENNIFER WALT17i;,,,r',ITY SECRETARY BY: APPROVED AS To FORM: ANITA BURGESS, C ATTORNEY BY. Contract of Sale T` Page 14 of 20 ZO 39Vd 30I.JJO X3(13-4 90ZT-868--0v6 96.'Tt 5T0Z/9T/110 RECF:! I'T OF AGREEMENT BY TITLE COMPANY By its executioi: below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply ..,ith Section 6045(e) of the Internal Revenue Code of 1986, as amended from time !() time, and as further set forth in any regulations or forms promulgated thereundcr. TITLE COMPANY: Reunion Title 2745 Wind River Lane Denton, Texas 70210 Phone: (940) 382 -3030 Fax: (940) 382 -3377 0 Printed Name: Title: Contract receipt date: _ _ , 2014 Contract of Sale Page 15 of 20 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property THE 15.037 ACRE TRACT SITUATED IN THE J. HANEY SURVEY, ABSTRACT NO. 51.5, CITY OF DENTON, DENTON COUNTY, TEXAS. Contrad of Sale Page 16 oF20 ATTACHMENT 661" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXA S § COUNTY OF DE N TON § KNOW ALL MEN BY THESE PRESENTS That [add appropriate grantor information] ( "Grantor "), for and in consideration of the sum of TE�� AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to C r: ;tor in hand paid by the City of Denton, Texas, a Texas home rule municipal corporatimi ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of 'iich is acknowledged, subject to the reservations set forth below, has GRANTED, SOLI and CONVEYED, and does GRANT, SELL and CONVEY, unto Grantee all the rc,' ;property in Denton County, Texas being particularly described on Exhibit "A" attach1w,1 and made a part for all purposes, and being located in Denton County, Texas, toL,, ,cr with any and all rights or interests of Grantor in and to adjacent streets, alleys and r , I t s of way and together with all and singular the improvements and fixtures thereon an,' _ ';1 other rights and appurtenances (collectively, the "Property "). Grantor, sul t to the limitation of such reservation made, reserves, for itself, its successors and assi, s all oil, gas and other minerals in, on and under and that may be produced from the l' ,)perty. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to C reserved oil, gas, and other minerals and /or related to exploration and /or production the oil, gas and other minerals reserved, including without Contract of Sale Page 17 of 20 limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, arid/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized, shall be in accordance with tat <rt set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of fi\L, hundred feet (500') below the surface of the earth and all areas above the surface (;f th earth. This convcvancc is subject to the following: (All of those E=xceptions from Coverage found on Schedule B of the Owners Tidc ! "I licy to which referenced is made for all purposes and ineorp-oratc ± h reference.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances in anywise belonging unto Grantee and Grantee's successors and assigns forever; <; ::' Gi;.i)tor does bind Grantor and Grantor's successors and assigns to WARRANT ANL% fF01 DEFEND all and singular the Property unto Grantee and Grantee's success rs at:d assi4�ns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. Contract of Sale Page 18 of 20 EXECUTED the <iav of GRANTOR: McKee -Krum Prnpertics, LLC By: Sharon McKec Title: Manager & Sole hicnnLer State of Texas § County of Denton § 2015 This instrun•,cnt acknowledged before me on this _ day of April, 3015 by Sharon McKee, the IN inna�,er and Sole Member of McKee -Krum Properties, LLC. Upon Filing Return To: The City of Denton -Engi m,cring Attn: Paul WilliaWIon 901 -A Texas Street Denton, TX 76209 contract of 1)ale Page 19 of 20 Notary Public, State of Texas My Commission Expires: Send Tax Billing Statements To: The City of Denton Attn: Finance Department 315 East McKinney Street Denton, Texas 76201 Exhibit "A" PAGE I to SWD THE 15.037 ACRE "TRACT SITUATED IN THE J. HANEY SURVEY, ABSTRACT NO. 515, (:CITY OU DENTON, DENTON COUNTY, TEXAS. Contract ot'Sale Page 20 of 20 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -373, Version: 1 AGENDA INFORMATION SHEET AGENDA DATE: May 5, 2015 DEPARTMENT: Parks and Recreation ACM: John Cabrales, Jr. SUBJECT Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees in conflict with such schedule; and providing for severability and an effective date. The Parks, Recreation and Beautification Board recommends approval (4 -1). BACKGROUND This ordinance makes changes to the Parks and Recreation Schedule of Fees for services that are included in the proposed FY 2014 -15 Budget, as follows: • Addition of Cabana Rental Fee at Water Works Park with three hour minimum: Monday - Thursday hourly rate of $15.00; Friday - Sunday hourly rate of $20.00. Non - residents will pay an additional $5.00 for the length of the rental. This fee addition will result in a projected increase to General Fund of $2,500. • The Schedule of Fees may be adjusted on an interim basis throughout the year as new services are added or to maintain parity with market trends. Interim changes will be submitted for approval by Park Board and Council approval on an annual basis. OPTIONS City Council may approve or deny the ordinance, as submitted. City Council may also opt to modify the Schedule of Fees to include additional and /or modified requirements. RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT If approved, the Schedule of Fees will be effective on May 6, 2015. PRIOR ACTION/REVIEW Changes to the Schedule of Fees are reviewed annually as part of the budget review process. The Parks, Recreation and Beautification Board recommend approval with a vote of 4 -1. FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -373, Version: 1 The changes will result in approximately $2,500 in General Fund revenue. EXHIBITS 1. Exhibit 1 - Schedule of Fees 2. Exhibit 2- April 6, 2015, Excerpt of Park, Recreation and Beautification Board Meeting Minutes 3. Exhibit 3 - Proposed ordinance Respectfully submitted: � -- m- 0O�j Emerson Vorel, Director Parks and Recreation Prepared by: Amanda Green, Business Manager Parks and Recreation City of Denton Page 2 of 2 Printed on 5/1/2015 EXHIBIT 1 Exhibit A PARKS AND RECREATION FEES General Fund Only Effective May 6, 2015 TYPE FEE (residen Fees may be adjusted on an interim basis throughout the year as new services are added or to maintain parity with market trends. Interim changes will be submitted for approval by Park Board and Council approval on an annual basis. Facilitv Rentals Full gym .................... ............................... 65.00/70.00 (per hour) Half gym .................... ............................... 35.00/40.00 (per hour) Recreation center small meeting rooms ............... 25.00 /30.00 (per hour) MLK Meeting Room, Ammons A, Ammons B, Denia Room A, Denia Room C, North Lakes Room A, American Legion Hall, American Legion Hall Annex, Senior Center Conference Room, Senior Center Craft Room Recreation center large meeting rooms ............... 30.00 /35.00 (per hour) Senior Center rooms 143, 144, 145, Denia Room B, North Lakes Room B Kitchen/MLK Craft Room/ MLK Game Room ......20.00 /25.00 (per hour) Civic Center Pool 2 Hour Rental (under 100 guests) Extra hour . ............................... 2 Hour Rental (101 -200 guests) ... Extra hour ... ............................... 2 Hour (201- 300 guests) .............. Extra Hour .. ............................... 2 Hour (301 -400 guests) .............. Extra Hour ... ............................... Civic Center: ..................... 180.00/200.00 ..................... 90.00/100.000 ..................... 270.00/290.00 ..................... 135.00/145.00 ..................... 370.00/390.00 ..................... 185.00/195.00 ..................... 470.00/490.00 ..................... 235.00/245.00 • Rotunda: $ 80.00/$85.00 per hour (weekdays) $100.001$105.00 per hour (evenings and weekends) Maximum daily rate: $800 M -F; $1,000 S -S • Meeting Room l: $25.00/$35.00 per hour (weekdays) $35.00/$40.00 per hour (evenings and weekends) Maximum daily rate: $125.00/$150.00 weekdays $175.00/$200.00 evenings $350/$375.00 weekends TYPE FEE (resident /non- resident) • Meeting Room 2 $35.00/$40.00 per hour (weekdays) $45.00/$50.00 per hour (evenings and weekends) Maximum daily rate: $175.00/$200.00 weekdays $225.00/$250.00 evenings $450.00/$475.00 weekends • Rooms 1 & 2 $50.001$55.00 per hour (weekdays) $65.00/$70.00 per hour (evenings and weekends) Maximum daily rate: $250.00/$275.00 weekdays $325.00/$350.00 evenings $650.00/$675.00 weekends Community Room $50.001$55.00 per hour (weekdays) $65.00/$70.00 per hour (evenings and weekends) Maximum daily rate: $250.00/$275.00 weekdays $325.00/$350.00 evenings $650.00/$675.00 weekends • Rooms 1, 2 & $95.00/$100.00 per hour (weekdays) Community Room $125.00/$130.00 per hour (evenings and weekends) Maximum daily rate: $475.00/$500.00 weekdays $625.00/$650.00 evenings $1,250.00/$1,275.00 weekends • Plaza $25.00/$30.00 per hour Plaza with restrooms $25.00 /$30.00 /hr., and rental of a meeting room for restroom access • Kitchen $15.00/$20.00 per hour with meeting room rental $20.00/$25.00 per hour for kitchen only rental • Entire Facility $170.00/$175.00 per hour (weekdays) $220.00/$225.00 per hour (evenings and weekends) Maximum daily rate: $1,360.00/$1,385.00 weekdays $1,760.00/$1,785.00 (evenings and weekends) * Discounts may be given from regular Civic Center rental fees for multiple (consecutive) day rentals and city events available to the general public. Senior Center multipurpose room ....................... $20.00/$25.00 per quadrant ........................ $80.00/$100.00 entire room Athletic fields:* • Athletic field (w /o lights) ................ ............................... $15.00 per hour • Athletic field (w/ lights) ................... ............................... $25.00 per hour Page 2 of 6 TYPE FEE (resident /non- resident) Softball Tournament Rate per complex (Dena and North Lakes) o 2 day minimum/3 day maximum; 4 fields minimum per complex; 8 -10 hours /day; 25 team minimum ......... ......................$1,150.00 per complex * Discounts may be given from regular Athletic Field rental fees for multiple (consecutive) day rentals and events available to the general public. Tennis: • Tournament rental (8 hour rental) ...................... $30.00 (per court) o Additional tournament hour ................ $5.00 (per court) Natatorium: Rentals 2 Hour Rental (under 100 guests) Extra hour ...... ............................... 2 Hour Rental (101 -200 guests) ... Extra hour ....... ............................... 2 Hour (201- 300 guests) .............. Extra Hour ..... ............................... 2 Hour (301 -400 guests) .............. Extra Hour .... ............................... ..................... $250.00/$280.00 ..................... $100.00 /$110.00 ..... ................$350.00 /$380.00 ..................... $125.00/$160.00 ..................... $450.00/$480.00 ..... ................$150.00 /$210.00 ..... ................$550.00 /$580.00 ..... ................$175.00 /$260.00 Lane Rental .............. ............................... $10.00 (per hour) Water Works Park: Rentals Park rental (2 hour rental 600 guests) $1,200.00 Park rental (2 hour rental 601 -800 guests) $1,300.00 Park rental (2 hour rental 800+ guests) $1,400.00 Additional Hour $500.00 Outside Catering fee $100.00 North Pavilion & Area $150.00 North Pavilion Only $75.00 Cabana Rental (3 hour minimum) Monday — Thursday $15.00 Friday — Sunday $20.00 Nonresidents pay $5.00 more for entire rental. Admissions Discounts may be given from regular admission fees to the Natatorium, water park, or swimming pool based on promotional coupons available to the general public, advance ticket sales, Page 3 of 6 TYPE FEE (resident /non- resident) discounts through season passes, evening discounts, and through group rates when the groups exceed ten admissions. Daily Swimming Pool Admission: • Individual Child ..................... ....................$2.25 /$2.25 • Individual Adult ..................... ....................$3.00 /$3.00 Civic Center Pool Season Admission: • Individual pass ...................... ..................$50.00 /$60.00 • Family pass ........... ............................... $110.00/$125.00 Tennis • Individual court use fee (unlighted) ............... $3.00(l �/2 hrs) during posted hrs. only • Individual court use fee (lighted) .................. $5.00 (1 �/2 hrs) during posted hrs. only • Individual season pass . ............................... $70.00/$75.00 • Family season pass .. ............................... $150.001$155.00 Natatorium: Daily Admission 16+ ...................... ............................... $4.00/$5.00 Children 3- 15 .......... ............................... $3.00/$4.00 Children 2 and under ..... ...........................Free Passes: Individual 1 month pass ......... ..................$20.00 /$25.00 Family 1 month pass ............. ..................$40.00 /$45.00 Individual season pass ............ ..................$60.00 /$70.00 Family season pass ........ ........................$120.00 /$130.00 Individual annual pass ............................ $120.00/$135.00 Family annual pass .............. ................$250.00 /$265.00 All Access Natatorium Pass added to Fitness Passes at Recreation Centers 1 Month ....................$10.00 /$15.00 3 Month . ..................$25.00 /$30.00 Annual ..................... $75.00/$80.00 Punch Passes 10 Visits Ages 16+ . ..................$30.00 /$35.00 Ages 3- 15 .................. $25.00/$30.00 20 Visits Ages 16+ . ..................$60.00 /$65.00 Ages 3 -15 . ..................$50.00 /$55.00 Water Park: Page 4 of 6 TYPE FEE (resident /non- resident) Daily Admission: Under 48" $7.00/$9.00 Over 48" $11.00/$13.00 Children under 2 Free Passes: Individual 1 month pass . ..................$30.00 /$35.00 Individual pass ............ ..................$75.00 /$80.00 Family pass 1 month ..... ..................$85.00 /$90.00 Family pass .. ............................... $225.00/$240.00 All Access Aquatics Pass (Natatorium/Water Park/Civic Center Pool) Individual pass .............................. $140.00/$145.00 Family pass .................. ................$390.00 /$405.00 Special Event Application Fee Non - refundable Application Fee ..... .........................30.00 / event application Youth Sports Youth Sports Impact Fee ....... ..........................15.00 per participant/per season Select Youth Sports Impact Fee .........................25.00 per participant/per season Park Vendor Sales" One -day booth permit • Non - profit vendor ..... ............................... 15.00 • For - profit* ................ ............................... 25.00 *For profit defined as any vendor selling items or collecting information for future sales * *For special events with more than five vendors, the event organizer is responsible for park vendor fee collection and payment. Park Shelter Reservations Four -hour reservation: • Small shelter (capacity: 25 persons) ...... ..................$35.00 /$40.00 • Large shelter (capacity: 50 persons) ...... ..................$60.00 /$65.00 CH Collins Stage in Fred Moore Park • Stage rental ................ ............................... $15.00/$20.00/ hour Regional Park Rental Four -hour reservation: • North Lakes Park ........... ............................... $300.00/$350.00 o Additional Hour ........ ............................... $75.00/$80.00 Page 5 of 6 TYPE FEE (resident /non- resident) South Lakes Park ........... ............................... $300.00/$350 o Additional Hour ........ ............................... $75.00/$80.00 Quakertown Park Rental North Side (Civic Center Pool including Amphitheater) ...... $187.50/$192.50 /hour • Maximum Daily Rate .. ............................... $1,500.00/$1,600.00 • South Side (City Hall including Garden Walk) ................ $187.50/$192.50 /hour Maximum Daily Rate .. ............................... $1,500.00/$1,600.00 Facility Identification Card "Rec Pass" • Individual (8 & up) ............... ....................10.00 /15.00 • Family (4 or more) .............. ....................40.00 /60.00 • Replacement Card ................ ...........................2.00 Fees may be adjusted on an interim basis throughout the year as new services are added or to maintain parity with market trends. Interim changes will be submitted for approval by Park Board and Council approval on an annual basis. Page 6 of 6 EXHIBIT 2 EXCERPT from DRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD April 6, 2015 Civic Center Community Room After determining that a quorum of the City of Denton, Texas, Parks, Recreation and Beautification Board is present, the Chair of the Board thereafter convened into an open meeting on Monday, April 6, 2015, at 6:04 p.m. in the Denton Civic Center, 321 E. McKinney Street, Denton, Texas. Members present: Russ Stukel, Paul Leslie, Alex Lieban, Janet Shelton and Tara Mills Members absent: Maria Renner and Vicki Byrd Staff present: Emerson Vorel, Julie Leal, Amanda Green, D'Lee Covey, Cathy Avery, Kathy Schaeffer, John Schubert, Jim Mays, Janie McLeod OPEN MEETING ACTION ITEM: Consider making a recommendation to the Denton City Council regarding the following item: 4A: Schedule of Fees — Proposed additions /revisions: Emerson Vorel, Director of Parks and Recreation, informed the Park Board members that "cabanas" are now available for rental at Water Works Park. As such, Park Board members are being asked to review the proposed rental rates, which will be incorporated in the previously - approved Schedule of Fees, and recommend adoption by City Council. Vorel and Amanda Green, Business Manager, responded to a variety of questions regarding resident versus non - resident fees and the Board expressed a desire to review the Schedule of Fees in its entirety in future. Vorel reminded the Board that the Schedule of Fees is reviewed by the Park Board on an annual basis and will be advanced for their consideration prior to the start of the new fiscal year, and that the only matter before them at present is the addition of "cabana rental fees" to the existing Schedule of Fees. Green added that the Legal Department proposed as part of the revisions, language that enables the Parks and Recreation Department to add interim fees, as required, pending the Park Board's once - annual review and recommendation for adoption of the annual Schedule of Fees. MOTION: Chairman Stukel sought a motion: Shelton made a motion to recommend that City Council adopt the fees and additional language, as proposed; Lieban seconded, and the motion passed, 4 -1, with Leslie's dissent. Meeting adjourned at 7:50 p.m. EXHIBIT 3 WODAMDepartmentsTegahOur Docuincnts\0rdinanccs11 5\Parks Facility and Program Fees.docx rljff1 AN ORDINANCE ADOPTING A SCHEDULE OF FEES FOR USE OF CERTAIN PARK FACILITIES; SUPERSEDING ALL PRIOR FEES IN CONFLICT WITH SUCH SCHEDULE; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. THE COUNCIL OF THE CITY DENTON HEREBY ORDAINS: SECTION 1. The "Schedule of Feeg' effective upon signing, set forth in Exhibit "K, attached hereto and made a part hereof for all purposes, is hereby approved, and supersedes all prior conflicting fee schedules. SECTION 2. The provisions of this ordinance are severable, and the invalidity of any phrase or part of this ordinance shall not affect the validity or effectiveness of the remainder of this ordinance. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. 0] ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 2015. Exhibit A PARKS AND RECREATION FEES General Fund Only Effective May 6, 2015 TYPE FEE (resident /non - resident) Fees may be adjusted on an interim basis throughout the year as new services are added of to maintain parity with market trends. Interim changes will be submitted for approval by Park Board and Council approval on an annual basis. Facility Rentals Full gym ................................................... 65.00/70.00 (per hour) Half gym ................................................... 35.00/40.00 (per hour) Recreation center small meeting rooms ............... 25,00/30.00 (per hour) MLK Meeting Room, Ammons A, Ammons B, Denia Room A, Denia Room C, North Lakes Room A, American Legion Hall, American Legion Hall Annex, Senior Center Conference Room, Senior Center Craft Room Recreation center large meeting rooms ............... 30.00/35.00 (per hour) Senior Center rooms 143, 144, 145, Denia Room B, North Lakes Room B Kitchen/MLK Craft Room/ MLK Game Room ......20.00/25.00 (per hour) Civic Center Pool 2 Hour Rental (under 100 guests) ........................... 180.00/200.00 Extra hour ............................................................ 90.00/100.000 2 Hour Rental (101-200 guests) ................. Extra hour ................................................. 2 Hour (201- 300 guests).. 4 ........................ ExtraHour... ............................................ 2 Hour (301-400 guests) ........................... ExtraHour ............................................... Civic Center: * ............. 270.001290.00 .............13 5.00/ 14 5.00 ............. 370.001390.00 .............185.001195.00 .............470.001490.00 ............. 235,001245.00 • Rotunda: $ 80.00/$85.00 per hour (weekdays) $100.00/$105.00 per hour (evenings and weekends) Maximum daily rate: $800 M-F; $l'000S-S • Meeting Room 1: $25.00/$35.00 per hour (weekdays) $35.00/$40.00 per hour (evenings and weekends) Maximum daily rate: $125.00/$150.00 weekdays $175.00/$200.00 evenings $350/$375.00 weekends • Meeting Room 2 $35.001$40.00 per hour (weekdays) TYPE FEE (resident /non - resident) - $45.00/$50.00 per hour (evenings and weekends) Maximum daily rate: $175.00/$200.00 weekdays $225.00/$250.00 evenings $450.00/$475.00 weekends • Rooms 1& 2 $50.001$55.00 per hour (weekdays) $65.00/$70.00 per hour (evenings and weekends) Maximum daily.rate: $250.001$275.00 weekdays $325.00/$350.00 evenings $650.00/$675.00 weekends • Community Room $50.001$55.00 per hour (weekdays) $65.00/$70.00 per hour (evenings and weekends) Maximum daily rate: $250.00/$275.00 weekdays $325.00/$350.00 evenings $650.00/$675.00 weekends • Rooms 1, 2 & $95.00 /$100.00 per hour (weekdays) Community Room $125.00/$130.00 per hour (evenings and weekends) Maximum daily rate: $475.00/$500.00 weekdays $625.00/$650.00 evenings $1,250.00/$1,275.00 weekends • Plaza $25.00/$30.00 per hour Plaza with restrooms $25.00/$30,00/hr., and rental of a meeting room for restroorn access • Kitchen $15.00/$20.00 per hour with meeting room rental 1 $20.00/$25.00 per hour for kitchen only rental • Entire Facility $170.00/$175.00 per hour (weekdays) $220.00/$225.00 per hour (evenings and weekends) Maximum daily rate: $1,360.00/$1,385.00 weekdays $1,760.00/$1,785.00 (evenings and weekends) * Discounts may be given from regular Civic Center rental fees for multiple (consecutive) day rentals and city events available to the general public. Senior Center multipurpose room ....................... $20.00125.00 per quadrant ....... .................$80.00 /$100.00 entire room Athletic fields: * • Athletic field (w/o lights) .............................................. W-00 per hour • Athletic field (w/lights) .................. ............................... $25.00 per hour • Softball Tournament Rate per complex (Denia and North Lakes) Page 2 of 6 TYPE FEE resident /non - resident) o 2 day minimum/3 day maximum; 4 fields minimum per complex; 8-10 hours/day; 25 team minimum ......... ......................$1,150.00 per complex Discounts may be given from regular Athletic Field rental fees for multiple (consecutive) day rentals and events available to the general public. Tennis: Tournament rental (8 hour rental) ...................... $30.00 (per court) o Additional tournament hour ................ $5.00 (per court) Natatorium: Rentals 2 Hour Rental (under 100 guests) .......................... $250.00/$280-00 Extrahour ........................................................... .... $100.001110.00 2 Hour Rental (101-200 guests) .............................. $350.00/$380.00 Extra hour .................................................. .............. $125.00/$160.00 2 Hour (201- 300 guests) ......................... ................$450.00 /$480.00 ExtraHour ............................................................... $150.00210.00 2 Hour (301-400 guests) ......................... ................ $550.00/$580.00 ExtraHour .............................................................. $175.00/$260.00 Lane Rental ............................................. $10.00 (per hour) Water Works Park: Rentals Park rental (2 hour rental 600 guests) $1,200.00 Park rental (2 hour rental 601-800 guests) $1,300.00 Park rental (2 hour rental 800+ guests) $1,400.00 Additional Hour $500.00 Outside Catering fee $100.00 North Pavilion & Area $150.00 North Pavilion Only $75.00 Cabana Rental (3 hour minimum) Monday —Thursday $15.00 Friday — Sunday $20.00 Nonresidents pay $5.00 more for entire rental. Admissions Discounts may be given from regular admission fees to the Natatorium, water park, or swimming pool based on promotional coupons available to the general public, advance ticket sales, discounts through season passes, evening discounts, and through group rates when the groups exceed ten admissions. Page 3 of 6 TYPE FEE (resident /non - resident) Daily Swimming Pool Admission: • individual Child. ........................................ $2.25/$2.25 • Individual Adult ..................... ....................$3.00 /$3.00 Civic Center Pool Season Admission: • Individual pass ...................... ..................$50.00 /$60.00 • Family pass .................. ........................$110.00 /$125.00 • Individual court use fee (unlighted) ............... $3.00(l 1/2 hrs) during posted hrs. only • Individual court use fee (lighted) .................. $5.00 (1 1/2 hrs) during posted hrs. only • Individual season pass .............. ..................$70.00 /$75.00 • Family season pass .. ............................... $150.00 1$155.00 Natatorium: Daily Admission: 16+ ...................... ............................... $4.00 /$5.00 Children 345 .......... ............................... $3.00/$4.00 Children 2 and under ..... ...........................Free Passes: Individual 1 month pass ................... $20.00/$25.00 Family 1 month pass ...... .........................$40.00 /$45.00 Individual season pass ..... .........................$60.00 /$70.00 Family season pass ................ ................$120.00 /$130.00 Individual annual pass .................. ....$120.00/$135.00 Family annual pass ...... ........................$250.00 /$265.00 All Access Natatorium Pass added to Fitness Passes at Recreation Centers I Month .................... $10.00 1$15.00 3 Month . ..................$25.00 /$30.00 Annual .....................$ 75.00/$$0.00 Punch Passes 10 Visits Ages 16. . ..................$30.00 /$35.00 Ages 3- 15 .................. $25.00/$30.00 20 Visits Ages 16. . ..................$60.00 /$65.00 Ages 3 -15 . ..................$50.00 /$55.00 Water Park: Daily Admission: Under 48" $7.0019.00 Page 4 of 6 TYPE FEE (resident /non - resident) Passes: Over 48" Children under 2 $11.00/$13.00 Free Individual I month pass ...................$30.00 /$35.00 Individual pass ............ ..................$75.00 /$80.00 Family pass 1 month ..... ..................$85.00 /$90.00 Family pass .. ............................... $225.005240.00 All Access Aquatics Pass (Natatorium/Water Park/Civic Center Pool) Individual pass ................... ......... .$140.00/$145.00 Family pass ................ .... ...............$390.00 /$405.00 Special Event Application Fee Non - refundable Application Fee ..... .........................30.00 / event application Youth Sports Youth Sports Impact Fee ...................... .......... 15-00 per participant/per season Select Youth Sports Impact Fee .........................25.00 per participant/per season Park Vendor Sales" One-day booth permit: • Non-profit vendor .................................... 15.00 • For-profit* ................ ............................... . 25.00 *For profit defined as any vendor selling items or collecting information for future sales *For special events with more than five vendors, the event organizer is responsible for park vendor fee collection and payment. Park Shelter Reservations Four-hour reservation: • Small shelter (capacity: 25 persons) ...... ..................$35.00 /$40.00 • Large shelter (capacity: 50 persons) ........................$60.00 /$65.00 CH Collins Stage in Fred Moore Park Stage rental ............................................... $15.00/$20.00/ hour Regional Park Rental Four-hour reservation: • North Lakes Park ........... ............................... $300.00/$350.00 o Additional Hour ....................................... $75.00/$80.00 • South Lakes Park .......................................... $300.00/$350 o Additional Hour ..................... ................. $75,00580.00 Page 5 of 6 TYPE FEE (esident /non - resident) Quakertown Park Rental North Side (Civic Center Pool including Amphitheater) ...... $187.50/$192.50/hour • Maximum Daily Rate ..................... ............$1,500.00 /$1,600.00 • South Side (City Hall including Garden Walk) ................ $187.50/$192.50/hour Maximum Daily Rate ..................... ............$1,500.00 /$1,600.00 Facility Identification Card "Ree Pass" • Individual (8 & up) ............... ....................10.00115.00 • Family (4 or more) ....... ..........................40.00 /60.00 • Replacement Card ................ ...........................2.00 Fees may be adjusted on an interim basis throughout the year as new services are added or to maintain parity with market trends. Interim changes will be submitted for approval by Park Board and Council approval on an annual basis. =1 = City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -378, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE May 5, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving the sale of an approximate 1.6598 acre of designated City park land situated in the R. Beaumont Survey, Abstract No. 31, to the successful proposer, SSR Group, LP, a Texas limited partnership, for the total consideration of $658,100.00 consisting of both cash and real property; authorizing the City Manager in accordance with Texas Local Government Code 253.001 to execute a deed to SSR Group, LP, together with any other documents necessary to sell and convey said real property; and providing an effective date (RFP 5614 -Sale of Real Property). BACKGROUND In the early 1970's the land for North Lakes Park was purchased to provide park and recreation facilities for the citizens of Denton, as well as providing flood control for the downtown area. Initially the lakes and dam systems were constructed by the Soil Conservation Service. The softball fields, picnic areas, and soccer fields were constructed in 1992. Additional recreational facilities have been added over the years culminating into the park as we know it today. In early July 2014, the City received a formal request from SSR Group LP (SSR) to exchange /purchase land tracts along the boundaries of North Lakes Park. Staff briefed City Council in respect to the request at their July 15, 2014 meeting. The outcome of that briefing was to consider a sale by the City of the subject 1.6598 acre tract of land that is on the southwest corner of the North Lakes Park boundary, south of the earthen dam embankment and related drainage sump area. When the Soil Conservation District constructed the lakes and dams it created an area between the dam and the southern boundary line of the park. The 1.6598 acre tract of land SSR proposed to acquire is located south of the dam. The 1.6598 acre tract of land was "Park" property, and as such, state law required that the voters of Denton decide whether or not to dispose of the subject 1.6598 acre tract, as excess municipal park property. On August 12, 2014, the Denton City Council approved an ordinance declaring the subject 1.6598 acre tract excess property and also ordered an election so that the matter could be submitted to the voters. The proposition was put on the November 4, 2014 election ballot, the results of which were canvassed at the City Council meeting of November 18, 2015. The proposition to sell the subject 1.6598 acre tract passed with 22,425 votes in favor and 10,790 votes against. Subsequently, the matter was further vetted at a Texas Parks and Wildlife Code (Chapter 26) hearing that took place at a City Council meeting on February 17, 2015. The result of the hearing City of Denton Page 1 of 3 Printed on 5/1/2015 File #: ID 15 -378, Version: 1 was a formal abandonment of park use in the 1.6598 acre land tract. Standard City of Denton procedures were utilized to conduct the sale of the park property. A Request for Proposal was published on March 17, 2015, with an opening date of April 16, 2015 (Real Property Sealed Bid 45614). RFP notices were advertised in the local paper and posted on the internet. The minimum sales price to be considered for the subject 1.6598 acre was set at $658,096. That pricing was based on an appraisal report by prepared by Sargent Appraisal Company for the City of Denton (Exhibit 1). There was one (1) proposal received to purchase the subject property tract. The proposal to purchase was received by SSR Group, LP (SSR), in the form of cash and a conveyance to the City of a 0.3278 acre real property tract that is adjacent to the present North Lakes Park boundary. The 0.3278 acre tract is situated along Riney Road, adjacent to the area of the park slated for the proposed relocation of the Tennis Center. A real estate appraisal of the 0.3278 acre tract was submitted by SSR as a component of their proposal to purchase the 1.6598 acre property tract. The results of that appraisal indicated a value of $72,000 for the real property tract, inclusive of the single family residential improvements. Staff has reviewed that appraisal and concurs with the findings. SSR proposes to purchase the subject 1.6598 acre parcel for $586,100 in cash, along with the conveyance to the City of the 0.3278 acre tract mentioned previously. The combination of cash and the real property tract stipulated in the SSR's bid proposal meets the advertised minimum sales price requirements by offering a cash and land equivalent of $658,100. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the proposal from SSR Group, LP in the amount of $586,100 in cash, along with the conveyance to the City of the 0.3278 acre tract which has the appraised value of $72,000. ESTIMATED SCHEDULE OF PROJECT The contract will be executed upon Council approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 15, 2014 -City Council executive session briefing August 12, 2014 -Ord. 2014 -244 (Declaration of excess property and ordering an election for voter consideration) November 18, 2014 -Ord. 2014 -399 (Canvassing and declaration of results of election held) City of Denton Page 2 of 3 Printed on 5/1/2015 File #: ID 15 -378, Version: 1 February 17, 2015 -Ord. 2015 -047 (Chapter 26 Texas Parks & Wildlife Code hearing / abandonment of park use) FISCAL INFORMATION All funds received from the sale of this property will be deposited to the "Northlakes Property Proceeds Account" in the General Government Capital Project Fund. These funds will be used for future Parks and Recreation capital projects as they are approved through the annual budgetary process. EXHIBITS Exhibit l: Sargent Appraisal Letter Exhibit 2: Location Map Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Paul Williamson at 349 -8921. City of Denton Page 3 of 3 Printed on 5/1/2015 EXHIBIT I 14 1 141"A Q W&ION 0 1 mg M mmb-mg-vt6� March 12, 2015 MemberAppraisal Institute i%&M9Jn1 - - 4 J Licensed Real Estate Broker Re: Real Estate Appraisal Update — 1.6598 acres, North Lakes Park — Bonnie Brae Street, Denton, Texas At the request of Pamela England, I have reviewed a survey of a .295 acre electric transmission line easement that is to be located on the west boundary of the 1.6598 acre tract that was the subject of an appraisal report dated January 30, 2015. The valuation question related to this new easement is whether or not there is any effect on the value of the 1.6598 acres. From a practical standpoint, the unduplicated easement area has limited use due to the location between the existing 15' and 30' easements as well as being within possible setbacks that may be required by platting. However, this is land area that was previously unencumbered with an easement, and the easement only allows open space type use. 72,302 SF x $10 $723,020 Less 6,558 SF x. $10/SF x 99% 64, Adjusted Property Value $658,096 EXHIBIT I In my opinion, the remaind : » «a ct by the new easement. A similar easement is located along the west boundaries of sales #2 and # were primary sales used in the valuation, and the effect of this easement would be reflected in the sale price of these tracts — or — these two . &..«: ct the subject's "after" scenario. Sincerely, §� «:,� ���� / . W�2x2 « N EXHIBIT I - ------ . . . . ........ I �I-F: -s BEARING D'IS 4.4'4732 E 14,14' No CPU PARS 102 1., L 2 s 39'4.7',32" E 10.00' . . . .. . .............. . . ... . .. .... �3 S 64'44,58" . .. . . ....... — - ---- ----- . . . . ....... . .. ... ..... (CM) L.2 7' CALLED 42.133 AC. SCN 60] J0 'L (cm) C CITY OF DENTON VOL� 647, PG. 245 7z'+ D.R,D,C,T. IIEL ECIF ly 0 EASE1111WEEN-V" VAUO' 0, 295 A CIRES z y c; 1,66POAURESURVEY /N0R7'H L)NE or z 0- I'l IF1 Vlrlln V' OW 0 1640 0 WRCH �9, POW (n J :141 6 >- Lu CS4, ca LU < 0 in ��-O�'3" A (54 < CC) 4 z 4 'o vO' 1—. 6, ca IS "n J A 17 Ir BLOW OFF 0 n VALVE 20 a y w co 0 6A" 'V" T- ro 1-7 45' mmm Q q LEGEND POINT' OF of .jULATEE; 0 516 CAPPED ROD rCAMDVAMPFD -FINS KAW Rill ING 00 r,,, CONTROUANCVOKUPAENT 'Frl — — . . ......... 00 N40 2N 'p') — ­-- ---- .. . .. ... .. .......... ...... V'i F . . ...... 80 IT p 1.11, a n ............ 7 GUYVAREH 40' M 9MNSE' ........... U �o, c 0 WATER VALVE uu z -J s"JUNDARY I CALLED 0,3060AG, PROPERTY ONE PlGkrr-0E-WAy ""'9 1 , " 11 1 1 - —1 ---, . . ........ gr I ga :AUcrk r . 0. oam PX7 Y" c� ASPIRMA . . ... ......... c i RC LEN s 8 LE 1 O'l 4.'59" �.�RA 0�00' 33.99' S 02RE E 33�94' . . . .. ..... — din fivc, 'd uo.alp, firom 1.'V Wren Dwa SyMoms Ccrlkxrxusdy Orreri'aung Rufureeyey" swi I NCCNRS� On Reat Tno KkTwu,'�'c (R q K� 1V1` �17,7 0 rczM 1(3"o Ism'30 to 'cZ40 fuxn This exhihkwas prepared wi^'omA the oemM of a cxrroN Iv Ad6lional easernnnl,5, ri, Phls-W-way )reVo,'(jPNW rndirvj of racced may afikclt. 6i6 V act O are rV.shxpen h,,recm teaque inall & peirkins M? C&t Mao, D,iyp, 50. 320 q4n,303,4177ph 940393M26Rx np ww' 4�— 0 ( r T 7COflbC) IB UR NER v 0 50 1.00 EXI 11011T "B" M295 ACRI1111"W"" ELECTRIC EA BEM EN'T" SITUATED INTHE R. BEAUMONT SURVEY, ABSTRACT NO, 31 CITY OF DENTON, DENTON COUNTY, TEXAS DEIN 15064 SHr.:.iF.'ir 2 OF 2 .. . . .. ........... . ........ . .... EXHIBIT I WIAZINWA I IEGAI DESCRIPTION ELECTRIC EASEMENT BEING a 0.295 acre tract of land situated in the R. Beaumont Survey, Abstract No. 31 City of Denton, Denton County, Texas, and being part of a called 42,133 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Volurne 647, Page 245 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod with cap staf-nppd "RPLS 1640" found for corner in the South line of the above cited 42,133 acre tract and the North line of a called 7.067 acre tract of land described in a Deed to SSR Group, LP, as recorded in Docuryienl: No. 2013-125701 of the Official Records of Denton County, Texas, said point being in the East line of Bonnie Brae Street, at the Northeast currier of a called 0.3866 acre tract of land described in a Street Right of-Way Deed to the City of Denton, Texas, as recorded in Docurnerit No, 2009-33362 of the Official Records of Denton County, Texas THENCE North 00012'28" East along the East line of said Bonnie Brae Street, for a distance of 264,53 feet to a 518 inch iron rod with cap stamped "RPLS 1640" found for corner; THENCE South 4447'32" East departing the East line of said Bonnie Brae Street, for a distance of 14,14 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped "RPLS 1640" found for reference bears North 67'51'02" West a distance of 1.10 feet-, THENCE South 89047'32" East for a distance of 10,00 feet to a 6/8 inch iron. rod with cap stamped "IR-PLS 1640' found for comer at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 10'14'59", a radius of 190.00 feet, a chord bearing of South 84'40'02" East, a chord distance of 3194 feet and an are length of 33.99 feet to a point for corner THENCE South 00'35'36" West for a distance of 226.66 feet to a point for corner in the South line of said 42,133 acre tract and the North iine of said 7..057 acre tract, from which a 518 inch iron rod with cap stamped "RPLS 1640" found for reference bears North 64044'38" East a distance of 604,53 -feet: THENCE South 64'44'38"' West along the South line of said 42.133 acre tract and the North line of said 7.057 acre tract, for a distance of 57.91 feet to the POINT OF BEGINNING, and containing 0,295 acres of land, more or less. 1. Bearings are referenced to Grid Noith or the 'rexas Coordinate System of 1983, North Central Zone No- 4202, 2. An Easement Exhibit of even dote herewith accompanies this Legal Descdpfion- ........... . ...... --- Todd 9. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76206 940--383-41'77 Date: March 6, 2015 r 4k3 a� T)E`,'N75064­ I 1ectdc Easement REV34.5-15 Page-, I of 2 North Lakes Park Boundary EXHIBIT 2 LOCATION MAP SSR Group LP to COD 0.3278 Acres COD to SSR Group LP 1.6598 Acres 11�('M N ,*E � .E North Lakes Park Boundary Adjustment CITY 870 435 0 870 1,740 2,610 S Exhibit 1 to the CC AIS Feet DE TO S: \Legal \Our Documents \0rdinances \15 \North Lakes Park Property Sale Ord.doe ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE SALE OF AN APPROXIMATE 1.6598 ACRE OF PARK LAND SITUATED IN THE R. BEAUMONT SURVEY, ABSTRACT NO. 31, TO THE SUCCESSFUL PROPOSER, SSR GROUP, LP, A TEXAS LIMITED PARTNERSHIP, FOR THE TOTAL CONSIDERATION OF $658,100.00 CONSISTING OF BOTH CASH AND REAL PROPERTY; AUTHORIZING THE CITY MANAGER IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 253.001 TO EXECUTE A DEED TO SSR GROUP, LP, TOGETHER WITH ANY OTHER DOCUMENTS NECESSARY TO SELL AND CONVEY SAID REAL PROPERTY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, Section 26.001 of the Texas Parks of Wildlife Code provides that public land designated and used as a park may be used for a non -park purpose if the City Council finds after notice and hearing that there is not feasible and prudent alternative to the use of such land for the proposed project and the proposed project includes all reasonable planning to minimize harm to the park resulting from such use; WHEREAS, the City of Denton desires to abandon the use for park purposes of a 1.6598 acre portion of North Lakes Park as set forth in Exhibit "A" ( "Property "); WHEREAS, on August 12, 2014, the City Council adopted an ordinance expressing its desire to sell said Property and declaring it to be excess property; WHEREAS, on November 4, 2014, and election was held in which the proposition to sell the Property was approved by the voters; WHEREAS, the City provided notice in the Denton Record - Chronicle on January 16, January 21, January 28, and February 6, 2015, of a Public Hearing to be held on February 17, 2015, in the Council Chambers to consider the alternatives to the use of the Property; WHEREAS, the City Council on February 17, 2015, received testimony at a public hearing on the issues of no feasible and prudent alternative to the use of the Property for the proposed project and that the project includes all reasonable planning to minimize harm to the remaining portion of North Lakes Park; WHEREAS, the City Council finds that the project does not fall within the purview of Section 253.001 of the Texas Local Government Code; WHEREAS, the City Council finds that there is no feasible and prudent alternative to the use of the Property and that the abandonment for park purposes and proposed sale of the Property includes all reasonable planning to minimize harm to the remainder of North Lakes Park; WHEREAS, the City had the Property appraised by a state - certified appraiser and the Property was appraised at $658,096.00; WHEREAS, the City published a Notice of Sale — Real Property Sealed Proposal Sale ( "Notice of Sale ") in the Denton Record - Chronicle for the sale of the Property on March 17, 2015 and March 24, 2015; WHEREAS, the deadline to respond to the Notice of Sale was Thursday, April 16, 2015 at 11:00 a.m.; WHEREAS, the City received only one response to the Notice of Sale and that was from SSR Group, LP, a Texas limited partnership, to purchase the Property for the amount of $658,100.00 ($586,100.00 in cash and the conveyance to the City of 0.369 acres located at 1305 Riney Road, Denton, Denton County, Texas appraised at $72,000.00 by an appraisal dated December 3. 2014 conducted by a state - certified appraiser); and WHEREAS, the City finds that the proposal from SSR Group, LP, meets both the requirements set forth in the Notice of Sale and the requirements of the Local Government Code applicable to both the sale of park property specifically and the sale of City property generally; WHEREAS, the City further finds that it is in the best interest of the City to accept the proposal from SSR Group, LP, to purchase the Property; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf of the City (i) the Contract for Sale of Real Estate, between the City and SSR Group, LP, ( "Buyer "), in the form attached as Exhibit `B" and made a part hereof, with a purchase price of $658,100.00 ($586,100.00 in cash and the conveyance to the City of 0.369 acres located at 1305 Riney Road, Denton, Denton County, Texas appraised at $72,000.00 by an appraisal dated December 3. 2014 conducted by a state - certified appraiser), plus costs and expenses, all as prescribed in the Contract for Sale of Real Estate; and (ii) any other documents necessary for closing the transaction contemplated by the Contract for Sale of Real Estate, including, but not limited to executing a Deed Without Warranty, containing both a reservation of a 43 -wide electric easement and a variable width water line easement, conveying the Property to Buyer, and accepting the conveyance of 1305 Riney Road from Buyer; (b) accept payment from Buyer; and, (c) to make expenditures in accordance with the terms of the Contract for Sale of Real Estate. SECTION 2. The findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 3. 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 4. This ordinance shall become effective immediately upon its passage and approval. Page 2 of 3 PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 0 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 3 of 3 0 lo" rn A,,o A,, g 4�1 \11 Exhibit A (I of 3) A O o 6 T-W (11 p LU >< og for 3.g(..tg.o N in It , Le AM FM^-Q L � 31NNOS,�,, em Yw M 4j 0 tip FWA co Z !Z 0 E OD r, oG r, .0 ►O'. V) ms w I-- C) Z: 0 C) 0 CF 0 L M 0- 'n f 01 11 0 cr (n C%4 L! 6 T-W (11 p LU >< og for 3.g(..tg.o N in It , Le AM FM^-Q L � 31NNOS,�,, em Yw M 4j 0 tip FWA co Z !Z 0 E OD r, oG r, .0 ►O'. V) ms w I-- C) Z: 0 C) 0 CF 0 L M 0- 'n f 01 11 0 cr (n C%4 C-4 '0 LA or) 6 T-W (11 p LU >< og for 3.g(..tg.o N in It , Le AM FM^-Q L � 31NNOS,�,, em Yw M 4j 0 tip FWA co Z !Z 0 E OD r, oG r, .0 ►O'. V) ms w I-- C) Z: 0 C) 0 CF 0 L M 0- 'n f 01 11 0 Exhibit A (2 of 3) DESCRIPTION OF PROPERTY SURVEYED SITUATED in the City of Denton and being a tract of land in the ROBERT BEAUMOtq.T SURVEY, Abstract No. 31, and being a portion of that certain tract conveyed to said City of Denton byldeed recorded in Volume 647. Page 245, of the Denton County Deed Records, and said portion being more fully described as follows: BEGINNING at an "RPLS 1640" capped 5/8 "Iron rod sound in place for the northeast corner of that certain right -of -way for Bonnie Brae Drive conveyed to said City of Denton by instrument recorded under Denton County Clerk's File No. 2009 - 3.362, said point being also in the southerly line of said City of Denton tract (647/245' and the northerly line of that certain tract conveyed to SSR Group by instrument recorded under Clerk's File No. 20)3 - 125701; THENCE North 0 degrees, 34 minutes, 55 seconds East with the present east line of said Bonnie Brae Drive, across a portion of said City of Denton tract (647/245), 264.58 feet to an "RPLS 1640" capped 5/8" iron rod set for corner; THENCE Soulti 44 degrees, 25 minutes, 05 seconds East, deporting said east line of Bonnie Brae Street, crossing a portion of said City at Demon tract (647/245), 14.14 feet to an angle point, from which point on "RPLS 1640" capped 5/8" iron rod set for reference bears North 87 degrees West, 1.11 feet; THENCE continuing across said City of Denton tract (647/245), the following courses and distances: South 89 degrees, 25 minutes, 05 seconds East, 10.0 feet to an "RPLS 1640" capped 5/8" iron rod set for the beginning of a curve whose center bears South 0 degrees, 34 minutes, 55 seconds West, 190.0 feet; easterly with said curve, a distance of 45.36 feet to an "RPLS 1640" capped 5/8" iron rod set for the end of said curve; South 75 degrees, 45 minutes, 30 seconds East, 32.30 feet to an "RPLS 1640" Gapped 5/8" iron rod set for the beginning of a curve whose center bears North 14 degrees, 14 minulos, 30 seconds East, 200.0 feet; easterly with said curve, a distance of 90.98 feet to an "RPLS 1640" capped 5/8" iron rod set for the end of said curve; North 78 degrees, 11 minutes. 30 seconds East. 44.03 feet to the beginning of a curve whose center bears South I 1 degrees, 48 minutes, 30 seconds East, 1500.0 (eel; easterly with said curve, a distance of 329.06 feet to the end of said curve; South 89 degrees, 14 minutes, 20 seconds East, 42.06 feet to a point In the southerly line of said City of Denton tract (647/245) and the northerly line of that certain tract conveyed to the SSR Group, I -P, by deed recorded under County Clerk's File No, 20113-125702; Exhibit A (3 of 3) cily ol denlon page 2 THENCE South 65 degrees, 07 minutes, 15 seconds West with said southerly line of City of Denton tract (647/245) and northerly line of sold SSR Group tract described in instrument in Clerk's File No. 2013- 125702 and continuing with the northerly line of said SSR Group tract described in instrumeni in Clerk's File No. 2013 - 125701, in all 662.45 feet to the PLACE OF BEGINNING, and containing 1.6598 acres (72,302 square feet). This description prepared to accompany a survey map of the described tract, The base bearing for this Traci Is the bearing along the easterly fine of 1.35 nearby, transferred to this site as a part of a uniform bearing basis for several properties. The subject property was a part of those associated properties and the bearing established with monumentailon on this property. The noted monumentation along 1.35 is no longer In place at the time of this survey. GERRY CURTIS ASSOCIATES, INC., Surveyors TBPLS Firm No. 10081300 Gorald A. Curtis, RKS Texas Registration No. 1 y CONTRACT FOR THE SALE OF REAL ESTATE The City of Denton, having complied with the provisions of Texas Local Government Code 272, . regarding the sale of property by a municipality, hereby offers to enter into a contract for the sale of real estate owned by the City, with the Purchaser. This Contract for Sale of Real Estate ( "Contract ") for real property described herein, is hereby made by and entered in to between THE CITY OF DENTON, TEXAS ( "Seller ") and SSR GROUP, LP, a Texas limited partnership ( "Purchaser "). ARTICLE I. THE PROPERTY Subject to the terms and provisions of this Contract, Seller agrees to sell and convey to Purchaser, by Special Warranty and Deed, and Purchaser agrees to purchase from Seller that certain parcel of real property described below and hereinafter referred to as the "subject property." The subject property is described as follows: LEGAL DESCRIPTION: 1.6598 Acres being a tract of land in the Robert Beaumont Survey, Abstract No. 31, and being�a portion of that certain tract conveyed to said City of Denton by deed recorded in Volume 647, Page 245, of the Denton County Deed Records generally located on the south end of North Lakes Park on the east side of Bonnie Brae Street about 500' north of University Drive Denton Texas. The foregoing description is subject to revision by a final surveyor's metes and bounds legal description and survey drawing of the Property, drafts of which are attached hereto as Exhibit "A -1 "' provided, such surve or's legal description and survey drawing are reviewed and approved by City of Denton prior to closing. This sale includes: all easements, rights of way, licenses, rights, hereditaments, privileges, and interests in any way affecting or serving any or all of the subject property. Seller will execute and deliver to the buyer, at closing of the sale or thereafter on demand, all proper instruments for the conveyance of title including the Deed Without Warranty attached hereto as Exhibit "A ", which will reserve, if not already reserved by separate instrument, to the City of Denton certain utility easements as attached to the Deed Without Warranty as Exhibits `B" and "C ". ARTICLE II. PURCHASE PRICE It is understood and agreed by the parties that this conveyance is to be made and the purchase price of $586,100.00 in immediately available funds ( "Cash Funding ") together with conveyance of a tract of land generally referred to as 0.396 acres at 1305 Riney Road Denton Texas (the "Exchange Tract "), such Exchange Tract valued at $72,000.00, per appraisal report dated December 3 2014, issued by Metroplex Appraisal Network Inc., such Cash Funding and Exchange Tract being $658,100.00 in combined cash and fair market land value. For the purpose of securing the performance of the Seller under the terms and provisions of this Contract, the Purchaser shall submit the earnest money with the bid to the City of Denton. The consideration is to be paid as follows: $10,000.00 in cash, cashier's check, or money order, to be paid in escrow as earnest money upon submission of the bid and execution of this contract, and the balance of the purchase price to be paid at closing by purchaser. ARTICLE III. TITLE, SURVEY AND TESTS Seller, within 30 days from the date on which this contract has been fully executed, shall cause to be furnished to Purchaser a current commitment for owner policy of title insurance issued by Title Resources of North Texas located at 525 South Loon 288 Suite 125 Denton Texas 76205 Phone: 940 -381 -1006, describing the land, which legal description, unless modified by the survey referred to in this contract shall be deemed incorporated into this contract, and accompanied by copies of all recorded instruments referred to in the commitment as conditions or exceptions to title to the Property. With regard to the standard printed exceptions and other exceptions generally included in a commitment, (i) the exception for restrictive covenants shall be annotated either "None of Record" or "None of Record except ... (restrictions listed), " (ii) the exception for ad valorem taxes shall reflect only taxes for the current year and shall be annotated "not yet due and payable," (iii) there shall be no exception for "visible and apparent easements," for "public or private roads" or the like, except if reference is made to a specified survey and a specified unrecorded exception shown on the survey, (iv) there shall be no exception for "rights of parties in possession" and (v) the exception for area and boundaries shall be annotated to show that the boundary portion of the exception will be deleted at closing. Should the commitment show the condition of title to be objectionable, and in the event purchaser so objects, Seller shall promptly undertake to eliminate or modify all such objectionable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within 30 days after receipt of written notice, this Agreement shall be null and void for all purposes and all earnest monies previously deposited shall be returned by the title company to Purchaser, and thereupon both Seller and Purchaser shall be released from all obligations to each other under this contract; otherwise the condition shall be deemed to be acceptable and any objection to the condition shall be deemed to have been waived for all purposes. Seller also agrees to notify Purchaser of any title encumbrances other than those contained in the contract of sale as permitted exceptions, and to furnish copies of those encumbrances, whether or not they are listed in the title commitment. Purchaser, at Purchaser's sole cost and expense, may order and cause to be delivered to Purchaser and the title company named above, 10 days prior to closing a current survey of the property, staked on the ground, showing the location of all improvements, highways, streets, roads, fences, easements, drainage ditches, rights -of -way, creeks, and water courses on or adjacent to the property, if any, for purposes of deleting from the title policy to be issued the printed exceptions as to discrepancies, conflicts, or boundary line encroachments. The survey shall contain the surveyor's certification that there are no encroachments on the property and shall set forth the number of total acres and the number of acres comprising the property, together with a metes and bounds description of the property. The term "net acres" shall mean the number of acres contained within the boundaries of the subject property, exclusive of any land lying within easements, right -of -way, encroachments, creeks, or other water courses and shall be calculated to the nearest one thousandth of an acre. The survey report and findings of the surveyor must be acceptable to escrow agent and Purchaser and satisfy all requirements of this contract. ARTICLE IV. REPRESENTATIONS Seller hereby represents and warrants to the Purchaser as follows, which represents and warranties shall be deemed made by seller to purchaser also as of the closing date: All property is offered "AS IS, WHERE -IS, WITH ALL FAULTS ". EXCEPT AS EXPRESSLY STATED IN TIHS; AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (IQ ANY OTHER MATTER 'WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS SUBSTANCE AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. PURCHASER FURTHER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER RELATING TO THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. SELLER MAKES NO REPRESENTATIONS, STATEMENTS, OR ASSERTIONS WITH RESPECT TO THE PROPERTY CONDITION. PURCHASER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE BID AMOUNT AND THE SUBSEQUENT PURCHASE PRICE HAVE BEEN ADJUSTED TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY ITS ACCEPTANCE HEREOF. Purchaser understands that it is their responsibility to check for (i) outstanding or pending City of Denton Code Enforcement actions including but not limited to repair or demolition orders, (ii) roadway access to the Property, (iii) floodplain status, (iv) zoning, and (v) all other due diligence matters or Property conditions. Each bidder also understands that the City of Denton disclaims responsibility as to the accuracy or completeness of any information relating to the Property for sale and the data in the public advertisement is for information only. The transaction, to the maximum extent allowed by law, is made on an "as -is, where is, with all faults" basis and is subject to all visible and apparent easements and any other instruments of records. Purchaser who purchases the herein described parcel of real property shall defend (at the option of the City), indemnify, and hold the City of Denton, its successors, assigns, officers, employees and elected officials harmless from and against any and all indemnified claims directly arising out of, incident to, concerning or resulting from the fault of the buyer, or the buyer's agents, employees, or subcontractors, resulting from the use of the property sold hereunder. Additionally, the successful bidder who purchases the herein described parcel of real property shall defend (at the option of the City), the City of Denton, its successors, assigns, officers, employees and elected officials harmless from Iiability, losses, attorney's fees or expenses of whatever nature or character arising out of or occasioned by any claim or suit for damages, on account of injury to or the death of any person or damage to any property resulting from the use of the property sold hereunder, no matter who may be using the property at the time injury or damages occur. This indemnity survives the closing of his transaction. • There are no defaults under any existing mortgages secured by the subject tract and no default shall be created because of this sale; • There is no pending or threatened condemnation or similar proceeding or assessment affecting the property or any part of the property, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any government authority; • There are no parties in possession of any portion of the property as Iessees, tenants at sufferance, or trespassers; • The property has full and free access to and from public highways, streets , or roads, and to the best knowledge and belief of Seller there is no pending or threatened governmental proceeding which would impair or result in the termination of such access; • No work has been performed or is in progress by Seller at and no materials have been furnished to the land or improvements or any portion of them which might give rise to mechanic's, materialmen's, or other liens against the land or improvements or any portion of them. If prior to the closing date Seller discovers one or more of such representations to be untrue or inaccurate, Seller will inform Purchaser in writing of the discovery. Seller's representations shall not survive the closing except to the extent that Seller has actual knowledge of an untruth or inaccuracy and fails to reveal that knowledge to Purchaser prior to the closing. Notwithstanding the immediately preceding sentence, if within 10 days from the date this contract is fully executed Seller gives written notice that any representation is incorrect, Seller shall not be bound by that representation; however, within 10 days after seller's delivery of notice to purchaser, Purchaser may terminate this contract and all earnest monies previously deposited with the title company shall be immediately returned to Purchaser. ARTICLE V. CLOSING The closing shall be .held at the office of Title Resources, on or before May, 29d, 2015, or at such time, date, and place as Seller and Purchaser may agree ("closing date "). At the closing Seller shall: 1. Deliver to Purchaser a duly executed and acknowledged special warranty deed conveying good and marketable title in fee simple to all of the property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except; • General real estate taxes for the year of closing and subsequent years not yet due and payable; • (b) Any exceptions approved by Purchaser pursuant to Article Il; and • (c) Any exceptions approved by Purchaser in writing. 2. Deliver to Purchaser a Texas Owner's Title Policy at seller's expense, issued by Title Resources, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the property subject only to those title exceptions listed in Article VI, such other exceptions as may be approved in writing by purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: • The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "not yet due and payable"; and • (b) The boundary and survey exceptions shall be deleted, if Purchaser elects to pay for survey; and • (c) The exception as to restrictive covenants shall be endorsed "none of record." 3. Deliver to Purchaser possession of the property. Purchaser shall: • Pay in cash the balance of the purchase price and any other costs agreed to be paid Purchaser. General real estate taxes for the then current year relating the property and rents, if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing occurs before the tax rate is fixed for the next current year, the apportionment of taxes shall be on the basis of the tax rate for the next preceding year applied to the latest assessed valuation. Seller shall pay for purchaser's owner's title policy, tax certificates, preparation of the deed, on -half of the escrow fee, and the seller's own attorney's fees. Purchaser shall pay purchaser's surveyor and Purchaser's own attorney's fees. Should there be any title curative instrument, that instrument shall be prepared and recorded at Seller's expense. ARTICLE VI. AUTHORITY All parties to this Contract warrant and represent that they have the power and authority to enter into this Contract in the names, titles, and capacities stated in this Contract and on behalf of any entities, persons, estates, or firms represented or purported to be represented by that person, and that all formal requirements necessary or required by any state and/or federal law in order for Seller to enter into this Contract have been fully complied with. In addition, Seller hereby warrants and covenants that Seller has the power and authority to sell the subject property, and that Seller represents all persons or parties that have any legal or beneficial interest in and to the subject property or any part of the subject property. ARTICLE VII. SURVIVAL OF COVENANTS /ASSIGNMENTS Any of the representations, covenants, warranties, and agreements of the parties, as well as any rights and benefits of the parties, that contemplate performance after the time of closing of this Contract shall not be deemed to be merged into or waived by the instruments of closing, but shall expressly survive and be binding on the parties so obligated. This agreement shall be binding on and inure to the benefit of the respective heirs, successors, and assigns of the parties. In this connection, it is expressly understood that Purchaser shall have the right to transfer Purchaser's rights, privileges, titles, options, and equities under this agreement on receiving seller's prior written approval, which shall not be unreasonably withheld, to any person, partnership, limited partnership, or corporation, and, on doing so, purchaser's assignee shall succeed to all rights, privileges,. titles, options, equities, obligations and liabilities of Purchaser under this Contract, both those then accrued and those thereafter to accrue, and will be and become the Purchaser of the property under this Contract, and Seller will accept the performance by such assignee, as fully as if the assignee had been initially named in this Contract as Purchaser. ARTICLE VIII. NOTICE Any notice required or permitted to be given under this Contract by one party to the other shall be in writing and shall be given and be deemed to have been served and given as if delivered in person, to the address set forth below, on the party to whom notice is given, if placed in the United States mail, postage prepaid, certified mail, return receipt requested, and addressed to the party at the address specified below. The address for the Seller for all purposes contained in this agreement and for notice under this agreement shall be: George Campbell, City Manager 215 East McKinney Street Denton, Texas 76205 Phone: 940- 349 -7100 Email: purchasing_ ,,cityofdenton.com With copies to: Larry Coliister Deputy City Attorney 215 E. McKinney Street Denton, Texas 76205 Phone (940) 349 -8333 Email: larry.collister @cityofdenton.com The address of the Purchaser for all purposes contained in this Contract and for all notices hereunder shall be: SSR Group, LP 400 W. oak Street, suite 200 Denton, Texas 76201 Attn: Philip A. Baker Phone Number: 940 - 387 -8711 Email Address: pabaker @rayzorcompany.com ARTICLE IX. TEXAS LAW This Contract shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created under this Contract are performable in Denton County, Texas. If any one or more of the provisions contained in this Contract shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. ARTICLE X. PARTIES BOUND This Contract shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns, where permitted by this Contract. ARTICLE XI. TIME OF ESSENSE Time is of the essence in this Contract. ARTICLE XII. PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained in the Contract_ ARTICLE XIII. GENDER Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. ARTICLE XIV. HEADINGS The headings contained in this Contract are for reference purposes only and shall not in any way affect the meaning or interpretation of the Contract. ARTICLE XV. DEFAULT On failure of Purchaser to complete this sale for reasons other than those provided by the terms of this Contract, Seller shall have the right to retain the earnest monies previously paid as reasonable and foreseeable damages, and this Contract shall be null and void;. and all obligations under this Contract shall cease and terminate. Further, if title to the subject property is found objectionable and is not cleared within the time provided above, on the failure of any condition precedent, representation, covenant, and/or warranty, or on the failure of Seller to comply with the terms of this Contract and /or complete this sale and purchase, Purchaser shall, at Purchaser's option, be entitled to receive on written demand a refund of all earnest money previously deposited or paid, and the escrow agent shall immediately return those deposits, releasing Seller from any liability or obligation under the terms of this Contract on refund of the earnest money, and this Contract shall terminate forever. Alternatively, Purchaser, at Purchaser's election, may enforce specific performance of this Contract or be entitled to such other legal and/or equitable remedies as may be available to Purchaser. The parties hereby agree to execute and release required by the escrow agent to effect the refund. ARTICLE XVI. TIME LIMIT Upon notification by the City of Denton that it's City Council has approved of this transaction, all Parties shall have 30 days to complete the contract. The Purchaser shall have the right to terminate this Contract on written notice to Seller, prior to the rime limitation, with the exception that any earnest money will not be returned: The Seller shall have the right to terminate this Contract on written notice to Seller, prior to the time limitation, and shall return any earnest money deposit if electing to do so. Contract is executed in multiple originals, and any fully executed copy shall constitute an original, effective as of the date and year provided below. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. [SIGNATURE PAGES FOLLOW BELOW] IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. PURCHASER: SSR GROUP, LP, a Texas limited partnership By: SSR Group GP, LLC, a Texas limited liability company its sole general partner By. Name: Philip A. Baker Title: Chief Financia Officer ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on this the 1542. day of 2015, by Philip A. Baker, Chief Financial Officer of SSR Group GP, LLC, a Ffexas limited liability company, as general partner of SSR Group, LP, a Texas limited partnership, on behalf of said limited partnership. .t..ft! DEAWA MCCLESKEY MY COMMISSION EXPIRES Notary Public — State of Texas March 18, 2018 [CITY OF DENTON SIGNATURE AND ACKNOWLEDGMENT PAGE BELOW] SELLER: CITY OF DENTON, TEXAS, A Texas Municipal Corporation BY: GEORGE C. CAMPBELL CITY MANAGER CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY STATE OF TEXAS COUNTY OF DENTON BEFORE ME, the undersigned authority, on this day personally appeared the aforementioned parties, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Denton, a municipal corporation of the State of Texas, for the purpose and consideration there n.YexpresseA and in the capacity ra therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE {his '-`X. -day of 2015. Notary Public in and for the State of Texas EXHIBIT "A" Form of Deed Without Warranty shall be on such form as is required by the City of Denton, with reservation clauses for the retained 43 -foot wide electric easement and the variable width water line easement. EXHIBIT "A -1" LEGAL DESCRIPTION AND SURVEY MAP OF THE PROPERTY - ATTACHED DESCRIPTION OF PROPERTY SURVEYED SITUATED in the City of Denton and being a tract of land in the ROBERT BEAUMONT SURVEY, Abstract No. 31, and being a portion of that certain tract conveyed to said City of Denton by deed recorded in Volume 647, Page 245, of the Denton County Deed Records, and said portion being more fully described as follows: BEGINNING at an "RPLS 1640" capped 5/8 "iron rod found in place for the northeast corner of that certain right -of -way for Bonnie Brae Drive conveyed to said City of Denton by instrument recorded under Denton County Clerk's File No. 2009 -3362, said point being also in the southerly line of said City of Denton tract and the northerly line of that certain tract conveyed to SSR Group by instrument recorded under Clerk's File No. 2013 - 125701; THENCE North 0 degrees, 34 minutes, 55 seconds East with the present east line of said Bonnie Brae Drive, across a portion of said City of Denton tract, 264.58 feet to an "RPLS 1640" capped 5/8" iron rod set for corner; THENCE South 44 degrees, 25 minutes, 05 seconds East, departing said east line of Bonnie Brae'Street, crossing a portion of said City of Denton tract, 14.14 feet to an angle point, from which point an "RPLS 1640" capped 5/8" iron rod set for reference bears North 87 degrees West, 1.11 feet; THENCE continuing across said City of Denton tract, the following courses and distances: South 89 degrees, 25 minutes, 05 seconds East, 10.0 feet to an "RPLS 1640" capped 5/8" iron rod set for the beginning of a curve whose center bears South 0 degrees, 34 minutes, 55 seconds West, 190.0 feet; easterly with said curve, a distance of 45.36 feet to an "RPLS 1640" capped 5/8" iron rod set for the end of said curve; South 75 degrees, 45 minutes, 30 seconds East, 32.30 feet to an "RPLS 1640" capped 5/8" iron rod set for the beginning of a curve whose center bears North 14 degrees, 14 minutes, 30 seconds East, 200.0 feet; easterly with said curve, a distance of 90.98 feet to an "RPLS 1640" capped 5/8" 'iron rod set for the end of said curve; North 78 degrees, 11 minutes, 30 seconds East, 44.03 feet to the beginning of a curve whose center bears South 11 degrees, 48 minutes, 30 seconds East, 1500.0 feet; easterly with said curve, a distance of 329.06 feet to the end of said curve; South 89 degrees, 14 minutes, 20 seconds East, 42.06 feet to a point in the southerly line of said City of Denton tract and the northerly line of that certain tract conveyed to the SSR Group, LP, by deed recorded under County Clerk's File No. 20113-125702; THENCE South 65 degrees, 07 minutes, 15 seconds West with said southerly line of City of Denton tract and northerly line of said SSR Group tract described in instrument in Clerk's File No. 2013 - 125702 and continuing with the northerly line of said SSR Group tract described in instrument in Clerk's File No. 2013 - 125701, in all 662.45 feet to the PLACE OF BEGINNING, and containing 1.6598 acres (72,302 square feet). $fie C16- co �a Z O W 1 ' Ld O 1, L�V -ice \ \� z~ Lit $ i` g V te)r M1 O' N 982: 0 Q 1 N So N CL x N = N_ Lo � v 2 W V' 2 O0 1 G7 ! II �� zpQ stn w fn :3 N U o cn C g m +, /� � U Cl) tP p o v iz Q 1_ 'FJ iJ 41 C d V Ld a M -ice \ \� z~ Lit $ i` g te)r M1 O' N 982: 0 Q 1 N C) N x N �Zp- � v 2 W V' 2 ! II �� zpQ stn w fn :3 � V CID NO Q%�i ��° w SH9 z~ Lit $ i` g te)r M1 2 00 co N 982: 0 Q 1 N C) N v� 2 U M1 \ AN-- = N �\\ V09, " M ol O*mo d r*ww o - .d Km 37BiMN w 1S 3V88 31NN08 3 �D tea d r CO n 00 Z Q 0 0 r v vi a M I c0°, ° Q Z o�o s o E oo a, .r >� � � � Q ti La t o to c r x 7 w a cd O to i@ H a a rD 0 N a uj w z 0 O a rn 3 ro r m (O b iy N II $ i` g r 4 = of w - X 0 Q M� �Zp- � �Z :3 � o L v c.) C g m +, /� � U Cl) tP p o v iz Q 1_ 'FJ iJ 41 C d V Ld a M C) 0 N a uj w z 0 O a rn 3 ro r m (O b iy N II $ i` g r -fl 61 Egg M� O 0J._1 0 N a uj w z 0 O a rn 3 ro r m (O b EXHIBIT "D" ADDENDUM TO CONTRACT This is an addendum to the Contract for the Sale of Real Estate ( "Contract ") for the subject property in the City of Denton, Texas, as more fully described in the Contract in which SSR Group is referred to as "Purchaser" and City of Denton, Texas is referred to as "Seller ". Purchaser and Seller acknowledge that the Contract is made in connection with that certain Notice of Sale — Real Property Sealed Proposal Sale, Request for Proposals ##5614 (the Request for Proposals, together with all addenda thereto, the "RFP ") issued March 17, 2015 by the City of Denton Materials Management Department. The Contract is being submitted as part of a bid by Purchaser to purchaser the subject property, which is described in Article I of the Contract, such description to be further refined by survey. The parties intend to preserve the substantive provisions in the unfinished draft form of the Contract that was included in the RFP (that draft form, the "Proposed Contract Form ") while addressing minor changes to ensure consistency between the terms of the RFP cover page instructions and the final Contract to be submitted with Purchaser's final sealed bid, and as such, the parties have identified certain discrepancies and have agreed to address such discrepancies as follows: 1. Deed Without Warranty. Notwithstanding references in the contract to special warranty deed, the parties agree that title to the subject property shall be granted and conveyed from Seller to Purchaser by a Deed Without Warranty, as provided in the RFP instructions. 2. Purchaser Pays for Title Policy. It is acknowledged that Purchaser will pay the premium cost for title coverage as provided in the RFP instructions. Accordingly, Article V, Section 2 is hereby amended by inserting the underlined text and deleting the strikethrough text as follows: "The Delivep4e- Purchaser shall obtain a Texas Owner's Title Policy at Purchaser's sellees expense, issued by Title Resources..." 3. Purchaser to Deliver Deed to Exchan e� Tract. As permitted in the RFP, a portion of Purchaser's consideration for the Property is the in -kind conveyance of the Exchange Property. Accordingly, Article II of the Contract has been completed to this effect and a portion of Article V, Section 3 is hereby amended by inserting the underlined text and deleting the striketbrough text as follows: "3. Deliver to Purchaser possession of the property. Purchaser shall: ■ Pay in cash the balance of the purchase price and any other costs agreed to be paid Purchaser, and deliver the deed for the Exchange Tract." 4. Correction Reaardin,g Division of Closing Costs. As instructed in the RFP, the Purchaser may obtain at Purchaser's expense an owner's title policy and Purchaser is responsible , for researching the tax history of the Property and accordingly, a portion of Article V, Section 3 is hereby amended by inserting the underlined text and deleting the strikethrough text as follows: "General real estate taxes for the then current year relating the property and rents, if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing occurs before the tax rate is fixed for the next current year, the apportionment of taxes shall be on the basis of the tax rate for the next preceding year applied to the latest assessed valuation. Seller shall pay for preparation of the deed, one -half of the escrow fee, and the seller's own attorney's fees. Purchaser shall pay for Purchaser's owner's title policy, purchaser's surveyor and Purchaser's own attorney's fees. Should there be any title curative instrument, that instrument shall be prepared and recorded at Seller's expense." [Here ends the Addendum to Contract] City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -399, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Donation Agreement with the City of Muzquiz, a political subdivision of the Free and Sovereign State of Coahuila, Mexico in compliance with City of Denton Ordinance 2008 -11; authorizing the donation of Police and Fire Equipment to the City of Muzquiz; authorizing the donation of the equipment with an estimated value greater than Five Hundred Dollars ($500); and providing an effective date (File 5824- Donation Agreement with the City of Muzquiz). FILE INFORMATION This Agreement will allow the City of Denton to provide a donation of forty -five (45) pieces of Police and Fire gear to the City of Muzquiz, ensuring a sustainable method of disposal of these City assets and a beneficial use for the City of Muzquiz. The gear has since expired its warranty period in the United States, however, still has many serviceable years remaining. This agreement is mutually beneficial to both parties and each entity can achieve common objectives relating to the public safety and welfare of the residents of both Cities. The City of Muzquiz agrees to utilize the equipment originally purchased by the City, for the express purpose of Official Police and Fire support. All equipment shall be maintained in the City of Muzquiz, and provided that the City of Muzquiz finds the equipment no longer useable; an immediate destruction of the property shall be ordered. The original cost of the equipment to the City of Denton was twenty- thousand, three hundred and fifty dollars ($20,350.00). While the equipment is listed at no current value on the donation agreement, it is estimated that the total value of this equipment at auction would be greater than $500.00, and therefore is being brought to City Council for approval. This resolution is being brought to the City Council retroactively due to the desire to present these items to the Mayor of Muzquiz at the Cinco de Mayo festivities held on May 2, 2015 in Denton. RECOMMENDATION Approve a Donation Agreement between the City of Denton and the City of Muzquiz for the Police and Fire Equipment, as identified in Exhibit 2. PRINCIPAL PLACE OF BUSINESS City of Muzquiz City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -399, Version: 1 Coahuila, Mexico ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by both the City of Denton and City of Muzquiz for a one -time donation. FISCAL INFORMATION The equipment has an original cost value of Twenty Thousand Three Hundred Fifty Dollars ($20,350), and an estimated existing (donation) value that exceeds Five Hundred Dollars ($500). EXHIBITS Exhibit l: Ordinance and Agreement 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 5/1/2015 EXHIBIT 1 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN DONATION AGREEMENT WITH THE CITY OF MUZQUIZ, A POLITICAL SUBDIVISION OF THE FREE AND SOVEREIGN STATE OF COAHUILA, MEXICO IN COMPLIANCE WITH CITY OF DENTON ORDINANCE 2008 -11; AUTHORIZING THE DONATION OF POLICE AND FIRE EQUIPMENT TO THE CITY OF MUZQUIZ; AUTHORIZING THE DONATION OF THE EQUIPMENT WITH AN ESTIMATED VALUE GREATER THAN FIVE HUNDRED DOLLARS ($500); AND PROVIDING AN EFFECTIVE DATE (FILE 5824- DONATION AGREEMENT WITH THE CITY OF MUZQUIZ). WHEREAS, the City of Denton has the authority to enter into this Agreement pursuant to Denton City Ordinance 2008 -11 and the Disposal Procedures of the City of Denton; and WHEREAS, the donation of forty -five (45) pieces of Police and Fire gear to the City of Muzquiz, will provide a sustainable method of disposal of this property for the City of Denton and a beneficial use for the City of Muzquiz; the gear has since expired its warranty period in the United States, however, still has many serviceable years remaining; and WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the public safety and welfare of the residents of both Cities; and WHEREAS, the City of Muzquiz agrees to utilize the equipment originally purchased by the City, for the express purpose of official Police and Fire support; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a donation agreement with the City of Muzquiz, and to donate the police and fire equipment specified in the agreement, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5824 to the City Manager, or his designee, of the City of Denton, Texas. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. EXHIBIT 1 PASSED AND APPROVED this the day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY : • CHRIS WATTS, MAYOR DONATION AGREEMENT This Donation Agreement (the "Agreement ") is made and entered into this 2nd day of May, 2015, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "Denton ") and The City of Muzquiz, a political subdivision of the Free and Sovereign State of Coahuila, Mexico, (hereinafter) "Muzquiz ". WHEREAS, the City of Denton has the authority to enter into this Agreement pursuant to the Denton City Ordinance 2008 -11 and the Disposal Procedures of the City of Denton. WHEREAS, the donation of forty -five (45) pieces of Police and Fire gear to the City of Muzquiz, will provide a sustainable method of disposal of this property for the City of Denton and a beneficial use for the City of Muzquiz. The gear has since expired its warranty period in the United States, however, still has many serviceable years remaining. WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the public safety and welfare of the residents of both Cities. WHEREAS, the City of Muzquiz agrees to utilize the equipment originally purchased by the City, for the express purpose of Official Police and Fire support. NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree the following property will be donated by the City of Denton and accepted by the City of Muzquiz: Police Department Safety Gear Items Manufacturer Model Current Value (Expired Warranty) New Value Bulletproof vest Survival Armor IIIA $0.00 $600.00 Bulletproof vest Survival Armor IIIA $0.00 $600.00 Bulletproof vest American Body Armor (ABA) XT3A -2 $0.00 $625,00 Bulletproof vest American Body Armor (ABA) XT3A -2 $0.00 $625,00 Bulletproof vest American Body Armor (ABA) XT3A -2 $0.00 $625,00 Bulletproof vest Safariland Level III C1108989 $0.00 $625.00 Bulletproof vest Safariland Level III C1108989 $0.00 $625.00 Bulletproof vest Safariland Level III C1108989 $0.00 $625.00 Bulletproof vest Safariland Level III C1108989 $0.00 $625.00 Bulletproof vest Safariland Level III C1108989 $0.00 $625.00 Total Police Dept Safety Gear $0.00 $3,700.00 Pagel of 3 Fire Department Bunker Gear: Items Manufacturer Model Current Value (Expired Warranty) New Value Coat & liner Repa) 922281 $0.00 $900.00 Coat & liner Globe 862789 $0.00 $900.00 Coat & liner Lion N/A $0.00 $900.00 Coat & liner Quaker 1C326373 $0.00 $900.00 Coat & liner FireGear N/A $0.00 $900.00 Coat & liner Inotex 560851 $0.00 $900.00 Coat & liner Inotex 5601031 $0.00 $900.00 Coat Liner Morning Pride 705009838 $0.00 $400.00 Coat Liner Lion N/A $0.00 $400.00 Coat Liner Lion N/A $0.00 $400.00 Coat Liner N/A N/A $0.00 $400.00 Pants Globe 3067908 $0.00 $800.00 Pants Lion PLBM2K $0.00 $800.00 Pants Lion N/A $0.00 $800.00 Pants Lion N/A $0.00 $800.00 Pants Lion PSLM2K $0.00 $800.00 Pants Globe 3017096 $0.00 $800.00 Pants Globe 910822 $0.00 $800.00 Pants Lion PLBM2K2 $0.00 $800.00 Pants Inotex 5598841 $0.00 $800.00 Pants FireGear 6000102000 $0.00 $800.00 Wildland Coat Lion 42335 $0.00 $150.00 Wildland Pants Firefighter 961202 $0.00 $125.00 Wildland Jumpsuits Lion 13341 $0.00 $225.00 Wildland Jumpsuits Lion YD0935 $0.00 $225.00 Wildland Jumpsuits Lion Yd0935 $0.00 $225.00 Wildland Jumpsuits Cease Fire N/A $0.00 $225.00 Wildland Helmet Wildfire N/A $0.00 $75.00 Boots Ranger 9 1/2 N/A $0.00 $200.00 Boots Bates 9 N/A $0.00 $200.00 Gloves American Fireware 5400 $0.00 $75.00 Gloves American Fireware 5400 $0.00 $75.00 Gloves American Fireware 5400 $0.00 $75.00 Gloves Safety Equipment Institute N/A $0.00 $75.00 Goggles ESS Cairns 10029699 $0.00 $40.00 Total Fire Department Bunker Gear $0.00 $16,650.00 Page 2 of 3 TI 1. MUTUAL AGREEMENT OF THE PARTIES: The City of Denton will donate approximately forty -five (45) pieces of Fire Department and Police Department safety gear, originally valued at $20,350.00 to the City of Muzquiz, for utilization in the City's of Muzquiz' official Police and Fire support activities. Should the City of Muzquiz determine that the equipment is no longer useable; an immediate destruction of the property shall be ordered. 2. LOCATION: All equipment shall be maintained in the City of Muzquiz. 3. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. 4. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof. 5. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 6. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 7. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 8. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/ disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or City, or both; and (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. 9. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the County and City and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this Agreement to be executed by their duly authorized representative. Luis Fernando Santos Flores Municipal President of the City of Muzquiz, Coahuila, Mexico By: Date: Chris Watts Mayor of the City of Denton, Texas By: Page 3 of 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -396, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: May 5, 2015 SUBJECT Consider adoption of an ordinance approving a salary increase for Anita Burgess, City Attorney, under the performance review provision of her employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. BACKGROUND During March and April of 2015, the Council reviewed the accomplishments and goals of the City Attorney. The Council have agreed to provide a 3% increase to the base pay for the City Attorney as a result of her performance, retroactive to the first pay period after October 1, 2014. The attached ordinance authorizes this recommendation. OPTIONS Approve the ordinances as proposed, not approve the ordinances, or make modifications. EXHIBITS Exhibit 1 Ordinance Respectfully submitted: Carla Haggmark - Romine Director of Human Resources City of Denton Page 1 of 1 Printed on 5/1/2015 s:\Icgal\our documents\ordinances\l 5\burgess salary approval.doc ORDINANCE NO. AN ORDINANCE APPROVING A SALARY INCREASE FOR ANITA BURGESS UNDER THE PERFORMANCE REVIEW PROVISION OF HER EMPLOYMENT AGREEMENT WITH THE CITY; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 5, 2010, the City Council approved an employment agreement with Anita Burgess as City Attorney by Ordinance No. 2010 -251; and WHEREAS, the City Council Appointee Performance Review Committee and City Council have completed the City Attorney's annual review and the Committee has recommended that the City Council approve a salary increase; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves a salary increase in the amount of 3% of the current base salary under Section 6 of the Agreement to be retroactive to the first pay period after October 1, 2014, SECTION 3. The City expenditures provided for in the Agreement are hereby authorized. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the - day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -397, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: May 5, 2015 SUBJECT Consider adoption of an ordinance approving a salary increase for George C. Campbell, City Manager, under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. BACKGROUND During March and April of 2015, the Council reviewed the accomplishments and goals of the City Manager in a closed meeting. During this meeting, the Council discussed providing a 3% increase to base pay for the City Manager as a result of his performance, retroactive to the first pay period after October 1, 2014. The attached ordinance authorizes this recommendation. OPTIONS Approve the ordinances as proposed, not approve the ordinances, or make modifications. RECOMMENDATION Ordinance approving salary increase for the City Manager. EXHIBITS Exhibit 1 Ordinance Respectfully submitted: Carla Haggmark - Romine Director of Human Resources City of Denton Page 1 of 1 Printed on 5/1/2015 sAegakour d0CL1ments\ordinances\ I 5\campbell salary approval.doc ORDINANCE NO. AN ORDINANCE APPROVING A SALARY INCREASE FOR GEORGE C. CAMPBELL UNDER THE PERFORMANCE REVIEW PROVISION OF HIS EMPLOYMENT AGREEMENT WITH ]"HE CITY; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 5, 2010, the City Council approved an employment agreement with George C. Campbell as City Manager by Ordinance No. 2010-250; and WHEREAS, the City Council Appointee Performance Review Committee and City Council have completed the City Manager's annual review and the Committee has recommended that the City Council approve a salary increase; NOW, THEREFORE, THE COUNCIL OF THE CITY OFDENTON HEREBY ORDAINS:, SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves a salary increase in the amount of 3% of the current base salary under Section 6 of the Agreement to be retroactive to the first pay period after October 1, 2014. SECTION 3. The City expenditures provided for in the Agreement are hereby authorized. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY WA APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -403, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: May 5, 2015 SUBJECT Consider adoption of an ordinance approving a salary increase for Robin A. Ramsay, Municipal Judge, under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. BACKGROUND During March and April of 2015, the Council reviewed the accomplishments and goals of the Municipal Judge. The Council have agreed to provide a 3% increase to the base pay for the Municipal Judge as a result of his performance, retroactive to the first pay period after October 1, 2014. The attached ordinance authorizes this recommendation. OPTIONS Approve the ordinances as proposed, not approve the ordinances, or make modifications. EXHIBITS Exhibit 1 Ordinance Respectfully submitted: Carla Haggmark - Romine Director of Human Resources City of Denton Page 1 of 1 Printed on 5/1/2015 s: \I egahour docutiieiits\ordiiiances\15\ratiisiy salary approval.doc ORDINANCE NO. AN ORDINANCE APPROVING A SALARY INCREASE FOR ROBIN A. RAMSAY UNDER T14E PERFORMANCE REVIEW PROVISION OF HIS EMPLOYMENT AGREEMENT WITH THE CITY; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 4, 2014, the City Council approved an employment agreement with Robin A. Ramsay as the Presiding Judge of the City of Denton Municipal Court by Ordinance No. 2014.038; and WHEREAS, the City Council Appointee Performance Review Committee and City Council have completed the City Municipal Court Presiding Judge's annual review and the Committee has recommended that the City Council approve a salary increase; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves a salary increase in the amount of 3% of the current base salary under Section 5 of the Agreement to be effective as of the first pay period after October 1, 2014. SECTION 3. The City expenditures provided for in the Agreement are hereby authorized. SECTION 4. 'This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ff-W APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -404, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: May 5, 2015 SUBJECT Consider adoption of an ordinance extending an employment agreement for the City Manager; amending Sections 3, 5 and 6 of said agreement; authorizing the Mayor to execute said agreement; and authorizing expenditures and actions. BACKGROUND On October 5, 2010, the City Council approved an employment agreement with George C. Campbell as City Manager by Ordinance No. 2010 -250. The City Council desires to extend the employment agreement for a one (1) year period. The City Council additionally desires to amend Sections 3, 5 and 6 of the employment agreement. The attached ordinance authorizes this recommendation. OPTIONS Approve the ordinances as proposed, not approve the ordinances, or make modifications. EXHIBITS Exhibit 1 Ordinance Exhibit 2 Employment Agreement Respectfully submitted: Carla Haggmark - Romine Director of Human Resources City of Denton Page 1 of 1 Printed on 5/1/2015 SA1,ega1\0ur 170CL1ments\0rdinances\1 5\Campbell-amended agr ord - version 3.doc ORDINANCE NO. AN ORDINANCE APPROVING AN EXTENSION OF THE EMPLOYMENT AGREEMENT FOR THE CITY MANAGER; AMENDING SECTIONS 3,5 AND 6 OF SAID AGREEMENT; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING EXPENDITURES AND ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 5, 2010, the City Council approved an employment agreement with George C. Campbell as City Manager by Ordinance No. 2010-250, and WHEREAS, pursuant to the employment agreement, the City Council desires to extend same for a one (1) year period; and WHEREAS, the City Council additionally desires to amend "Section 3. Term", "Section 5. Separation and Severance Pay", and "Section 6. Salary" of the employment agreement; and WHEREAS, the City Council finds that this Ordinance is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves a one (1) year extension of the employment agreement. SECTION 3. The City Council hereby approves the First Amendment to Employment Agreement for the City Manager, which reflects amended Sections 3, 5 and 6, a copy oi' which is attached hereto and incorporated by reference herein, and authorizes the Mayor, or his designee, to execute the First Amendment to Employment Agreement on behalf of the City. SECTION 4. The City expenditures provided for in the Agreement are hereby authorized. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WA,i-,rs, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY V-W S:\L,ega]\OLir Docunients\Ordinances\l 5\Campbell-amended agr ord - version 3,doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "First Amendment") is made and entered into this 5th day of May, 2015 by and between the City of Denton, Texas, a Texas municipal corporation (the "Employer") and George C. Campbell (the "Employee"), with the Employer and the Employee sometimes being referenced collectively in this Agreement as the "Parties." WITNESSETH: WHEREAS, it is the desire of the Employer to extend the Employment Agreement dated the I" day of October, 2010 ("Employment Agreement") for a one (1) year period pursuant to Section 3.13. of the Agreement; and WHEREAS, the Employee desires to extend the Employment Agreement for a one (1) year period so as to continue employment as the City Manager of the City of Denton, Texas as a City Council appointee; and WHEREAS, the Employer and the Employee also desire to amend the Employment Agreement in connection with the one (1) extension of said Employment Agreement; Now, therefore in consideration of the mutual covenants herein contained, the Parties agree to amend October 1, 20 1, 0 Employment Agreement as follows: 1. Section 3.13. of the Employment Agreement is deleted in its entirety and replaced with the following: Unless the Council—at least 30 days before the expiration of the Initial Term— gives the Employee written notice of non-renewal, the terms of this Agreement shall automatically renew for an Extended Term. Unless the Council—at least 30 days before the expiration of any Extended Term once commenced—gives the Employee written notice of nonrenewal, the tern-is of this Agreement shall automatically renew for an additional Extended Term. There is no limitation on the number of Extended Terms that may occur. 2. Section S.A. of the Employment Agreement is deleted in its entirety and replaced with the following: Upon Involuntary Separation occurring during the Initial Term or any subsequent Extended Term, the Employee shall be entitled to a lump surn severance payment equal to a full year of the Employee's Total Compensation. 3. Section 5.13. of the Employment Agreement is deleted in its entirety and replaced with the following: Provided that the Employee remains at all times employed as Employer's City Manager for the entire Initial Term of this Agreement or any subsequent Extended Term, the Employee shall thereafter be entitled to receive a full year of the Employee's Total Compensation upon Involuntary Separation, except in the event such Involuntary Separation is due to any of the reasons set forth in Section 5.C. of this Agreement, in which case the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment. 4. Section 5.1). of the Employment Agreement is deleted in its entirety and replaced with the following: "Involuntary Separation" means the Employee's: (1) removal by the Council under Section 4 of this Agreement; (2) separation by the Council's act of non - renewal of the Initial Term or any subsequent Extended Term as set forth in Section 3.13. of this Agreement; or (3) the Employee's resignation upon the Council's reduction or threatened reduction in the Employee's Salary or other financial benefits in a greater percentage than a coinciding across-the-board reduction for all City employees. If Employee resigns upon such a reduction, the calculation of the amount of any severance pay due and owing under this Agreement shall be based on the amount of the Employee's Total Compensation immediately before any such reduction. 5. Section 6.A. of the Employment Agreement is deleted in its entirety and replaced with the following: For the services rendered as the Employer's City Manager, the Employer agrees to pay Employee an annual base salary as set year-to-year by the City Council, payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and Council- adopted Rules and Regulations relating to the vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long -term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City. However, the Employee may elect to not participate in the Employer's health insurance plan, in which case the Employee will be entitled to an additional sum of up to $8,000 annually, which will be paid in installments at the time the Employee's Salary is paid. 6. Except as expressly amended hereby, the Employment Agreement shall remain valid and subsisting as originally provided, and the Employer and the Employee hereby ratify and confirm the Employment Agreement, as amended hereby. 7. Per the Employment Agreement, the one (1) extension period, i.e. the "Extended Term ", shall commence on October 1, 2015. This First Amendment is dated effective on May 5, 2015. IN WITNESS WHEREOF, the Mayor as duly authorized by the Council and on behalf of the City of Denton, has signed and executed this First Amendment and the Employee has signed and executed this First Amendment, both in duplicate, the day and year first above written. CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY GEORGE C. CAMPBELL CITY MANAGER City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -405, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: May 5, 2015 SUBJECT Consider adoption of an ordinance extending an employment agreement for the City Attorney; amending Sections 3, 5 and 6 of said agreement; authorizing the Mayor to execute said agreement; and authorizing expenditures and actions. BACKGROUND On October 5, 2010, the City Council approved an employment agreement with Anita Burgess as City Attorney by Ordinance No. 2010 -251. The City Council desires to extend the employment agreement for a one (1) year period. The City Council additionally desires to amend Sections 3, 5 and 6 of the employment agreement. The attached ordinance authorizes this recommendation. OPTIONS Approve the ordinances as proposed, not approve the ordinances, or make modifications. FYUIRITC Exhibit 1 Ordinance Exhibit 2 Employment Agreement Respectfully submitted: Carla Haggmark - Romine Director of Human Resources City of Denton Page 1 of 1 Printed on 5/1/2015 SALega1\0ur Documents\Ordin an ces\15\13urgess-arnended agr ord - version 3. doe ORDINANCE NO. AN ORDINANCE APPROVING AN EXTENSION OF THE EMPLOYMENT AGREEMENT FOR 'THE CITY ATTORNEY; AMENDING SECTIONS 3, 5 AND 6 OF SAID AGREEMENT; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING EXPENDITURES AND ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 5, 2010, the City Council approved an employment agreement with Anita Burgess as City Attorney by Ordinance No. 2010 -251, and WHEREAS, pursuant to the employment agreement, the City Council desires to extend same for a one (1) year period; and WHEREAS, the City Council additionally desires to amend "Section 3. Term", "Section 5. Separation and Severance Pay", and "Section 6. Salary" of the employment agreement; and WHEREAS, the City Council finds that this Ordinance is in the public interest; NOW, THEREFORE, THE COUNCIL OF 1 " TIE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves a one (1) year extension of the employment agreement. SECTION 3. The City Council hereby approves the First Amendment to Employment Agreement for the City Attorney, which reflects amended. Sections 3, 5 and 6, a copy of which is attached hereto and incorporated by reference herein, and authorizes the Mayor, or his designee, to execute the First Amendment to Employment Agreement on behalf of the City. SECTION 4. The City expenditures provided for in the Agreement are hereby authorized. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: lll SALegal\0ur Documents\0rdinances\1 MBurgess-amended agr ord - version 3.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "First Amendment") is made and entered into this 5th day of May, 2015 by and between the City of Denton, Texas, a Texas municipal corporation (the "Employer ") and Anita Burgess (the "Employee"), with the Employer and the Employee sometimes being referenced collectively in this Agreement as the "Parties." WITNESSETH: WHEREAS, it is the desire of the Employer to extend the Employment Agreement dated the I" day of October, 2010 ("Employment Agreement") for a one (1) year period pursuant to Section 3.13. of the Agreement; and WHEREAS, the Employee desires to extend the Employment Agreement for a one (1) year period so as to continue employment as the City Attorney of the City of Denton, Texas as a City Council appointee; and WHEREAS, the Employer and the Employee also desire to amend the Employment Agreement in connection with the one (1) extension of said Employment Agreement; Now, therefore in consideration of the mutual covenants herein contained, the Parties agree to amend the Employment Agreement as follows: 1. Section 3.13. of the Employment Agreement is deleted in its entirety and replaced with the following: Unless the Council—at least 30 days before the expiration of the Initial Term—gives the Employee written notice of non-renewal, the terms of this Agreement shall automatically renew for an Extended Term. Unless the Council—at least 30 days before the expiration of any Extended Term once commenced—gives the Employee written notice of nonrenewal, the terms of this Agreement shall automatically renew for an additional Extended Term. There is no limitation on the number ofExtended Terms that may occur. 2. Section 5.A. of the Employment Agreement is deleted in its entirety and replaced with the following: Upon Involuntary Separation occurring during the Initial Term or any subsequent Extended Term, the Employee shall be entitled to a lump sum severance payment in addition to all amounts previously earned. The amount of the severance payment required to be paid to the Employee upon Involuntary Separation occurring during the Initial Term or any subsequent Extended Term of this Agreement shall be a portion of the amount of the Employee's Total Compensation, said portion being eight months of the Employee's Total Compensation for Involuntary Separation occurring at any time during the first year of the Initial Term, with said portion increasing by an additional month's Total Compensation for each subsequent year, as demonstrated in the following schedule: 3. Section 5.13. of the Employment Agreement is deleted in its entirety and replaced with the following: Provided that the Employee remains at all times employed as Employer's City Attorney for the entire Initial Term or any subsequent Extended Term of this Agreement, the Employee shall thereafter be entitled to receive a full year of the Employee's Total Compensation upon Involuntary Separation, except in the event such Involuntary Separation is due to any of the reasons set forth in Section 5.C. of this Agreement, in which case the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment. 4. Section 6.A. of the Employment Agreement is deleted in its entirety and replaced with the following: For the services rendered as the Employer's City Attorney, the Employer agrees to pay Employee an annual base Salary as set year-to-year by the City Council, payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and Council-adopted Rules and Regulations relating to the vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long-term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City. 5. Except as expressly amended hereby, the Employment Agreement shall remain valid and subsisting as originally provided, and the Employer and the Employee hereby ratify and confirm the Employment Agreement, as amended hereby. Portion of Total Year of Employment during Compensation to be Paid as Initial Term Severance Upon Involuntary Separation During Initial Term Year I (10/1/2010 — 9/30/201 1) 8 months Year 2 (10/1/2011 — 9/30/2012) 9 months Year (10/l/2012-9/30/2013) 10 months Year 4 (10/1/2013 — 9/30/2014) 11 months Year 5 (10/1/2014 — 9/30/2015) 12 montlis 3. Section 5.13. of the Employment Agreement is deleted in its entirety and replaced with the following: Provided that the Employee remains at all times employed as Employer's City Attorney for the entire Initial Term or any subsequent Extended Term of this Agreement, the Employee shall thereafter be entitled to receive a full year of the Employee's Total Compensation upon Involuntary Separation, except in the event such Involuntary Separation is due to any of the reasons set forth in Section 5.C. of this Agreement, in which case the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment. 4. Section 6.A. of the Employment Agreement is deleted in its entirety and replaced with the following: For the services rendered as the Employer's City Attorney, the Employer agrees to pay Employee an annual base Salary as set year-to-year by the City Council, payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and Council-adopted Rules and Regulations relating to the vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long-term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City. 5. Except as expressly amended hereby, the Employment Agreement shall remain valid and subsisting as originally provided, and the Employer and the Employee hereby ratify and confirm the Employment Agreement, as amended hereby. 6. Per the Employment Agreement, the one (1) extension period, i.e. the "Extended Term", shall commence on October 1, 2015. This First Amendment is dated effective on May 5, 2015. IN WITNESS WHEREOF, the Mayor as duly authorized by the Council and on behalf of the City of Denton, has signed and executed this First Amendment and the Employee has signed and executed this First Amendment, both in duplicate, the day and year first above written. CITY OF DENT ON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ANITA BURGESS CITY ATTORNEY City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -361, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM /ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (1) fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of an approximate 1.28 acre of real property, (2) a utility slope easement encumbering 0.244 acre of real property, (3) a temporary construction, grading and access easement, encumbering 1.29 acre of real property; (4) a slope easement encumbering 0.04 acre of real property, (5) a drainage easement encumbering 0.04 acre of real property, (6) a sanitary sewer easement encumbering 0.65 acre of real property, (7) a utility drainage easement encumbering 0.01 acre of real property, and (8) a temporary access easement encumbering 1.11 acre of real property; for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway located in the City of Denton, Texas, generally located in the 1800 block of N. Bonnie Brae Street, and situated in the A. Tompkins Survey, Abstract No. 1246 and the O. S. Brewster Survey, Abstract No. 56, City of Denton, Denton County, Texas, as more particularly described on "Exhibit "A ", attached thereto and made a part thereof, (collectively the "Property Interests "); authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefore; making findings; providing a savings clause; and providing an effective date. (Bonnie Brae Road Widening and Improvements Project: Parcel 17, Jones Family Trust) BACKGROUND Ongoing negotiations with the affected property owner for the subject land rights necessary for the Bonnie Brae Widening and Improvements project have reached an impasse. Dialogue between the owner, owner's counsel and the city's contractor has resulted in no substantive movement toward settlement. Initial Offer letter mailed November 24, 2014. Final Offer letter mailed February 9, 2015. Approval of the subject ordinance authorizes staff to acquire the land rights necessary by way of the exercise of the City's eminent domain authority. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION City of Denton Page 1 of 2 Printed on 5/1/2015 File #: ID 15 -361, Version: 1 Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. FISCAL INFORMATION The overall Bonnie Brae 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 overall costs for the Property Interests sought, as to be determined via eminent domain proceedings, are to be funded through a combination of these funding sources. BID INFORMATION Not applicable EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: Frank G. Payne, P.E. City Engineer Prepared by: LuAnne Oldham Real Estate Specialist City of Denton Page 2 of 2 Printed on 5/1/2015 ORDINANCE NO. 2015 - AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN (1) FEE SIMPLE TITLE TO THE SURFACE ESTATE, WITH WAIVER OF SURFACE USE RELATED TO THE MINERAL ESTATE, OF AN APPROXIMATE 1.28 ACRE OF REAL PROPERTY, (2) UTILITY SLOPE EASEMENT ENCUMBERING 0.244 ACRE OF REAL PROPERTY, (3) TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT, ENCUMBERING 1.29 ACRE OF REAL PROPERTY, (4) SLOPE EASEMENT ENCUMBERING 0.04 ACRE OF REAL PROPERTY, (5) DRAINAGE EASEMENT ENCUMBERING.0.04 ACRE OF REAL PROPERTY, (6) SANITARY SEWER EASEMENT ENCUMBERING 0.65 ACRE OF REAL PROPERTY, (7) UTILITY DRAINAGE EASEMENT ENCUMBERING 0.01 ACRE OF REAL PROPERTY, AND (8) TEMPORARY ACCESS EASEMENT, ENCUMBERING 1.11 ACRE OF REAL PROPERTY, ALL OF WHICH ARE FOR THE PUBLIC USE OF EXPANDING AND IMPROVING BONNIE BRAE STREET, A MUNICIPAL STREET AND ROADWAY SITUATED IN THE A. TOMPKINS SURVEY, ABSTRACT NO. 1246 AND THE O. S. BREWSTER SURVEY, ABSTRACT NO. 56, CITY OF DENTON, DENTON COUNTY, TEXAS, AND ARE GENERALLY LOCATED IN THE 1800 BLOCK OF N. BONNIE BRAE STREET, AND ARE MORE PARTICULARLY DESCRIBED ON THE ATTACHED EXHIBIT "A" AND MADE A PART HEREOF, (COLLECTIVELY THE "PROPERTY INTERESTS ") AND AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS; AUTHORIZING THE EXPENDITURE OF FUNDS; MAKING FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City ") has initiated the widening and expansion of Bonnie Brae Street affecting, among other lands and interests, the Property Interests; WHEREAS, the widening and expansion of Bonnie Brae Street constitutes a valid public use of the City and its citizens; WHEREAS, the City made a written Initial Offer (herein so called) to Jones Family Trust, the owners of the Property Interests (collectively, "Owner ") on November 24, 2014; 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, 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; 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 February 9, 2015, 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 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; WHEREAS, the Final Offer made to the Owner of the Property Interests was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Final Offer made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) copies of the (a) special warranty deed; (b) utility slope easement; (c) temporary construction, grading and access easement; (d) slope easement; (e) drainage easement, (f) sanitary sewer easement, (g) utility drainage easement; and (h) temporary access easement, all being the instruments proposed to convey 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; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, as required by Subchapter C, Chapter 551, of the Texas Government Code, in addition to other information as required by that subchapter, expressly 2 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) fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of an approximate 1.28 acre tract of real property, (2) a utility slope easement encumbering 0.244 acre of real property, (3) a temporary construction, grading and access easement, encumbering 1.29 acre of real property, (4) a slope easement encumbering 0.04 acre of real property, (5) a drainage easement encumbering 0.04 acre of real property, (6) a sanitary sewer easement encumbering 0.65 acre of real property, (7) utility drainage easement encumbering 0.01 acre of real property, and (8) a temporary access easement, encumbering 1.11 acre of real property, all of which are for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway situated in the A. Tompkins Survey, Abstract No. 1246 and the O. S. Brewster Survey, Abstract No. 56, City of Denton, Denton County, Texas, and are generally located in the 1800 block of N. Bonnie Brae Street, and are more particularly described on Exhibit "A" to the ordinance now under consideration and on the overhead screen being now displayed to the audience. "; and WHEREAS, after due consideration of the public interests to be furthered by the public use of municipal street and roadway improvements and expansion related to Bonnie Brae Street; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists to widen and improve Bonnie Brae Street to serve 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) fee simple title to the surface estate, with waiver of surface use related to the mineral estate, of an approximate 1.28 acre tract of real property, (2) a utility slope easement encumbering 0.244 acre of real property, (3) a temporary construction, grading and access easement, encumbering 1.29 acre of real property, (4) a slope easement encumbering 0.04 acre of real property, (5) a drainage easement encumbering 0.04 acre of real property, (6) a sanitary sewer easement encumbering 0.65 acre of real property, (7) utility drainage easement encumbering 0.01 acre of real property, and (8) a temporary access easement, encumbering 1.11 3 acre of real property, all of which are for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway situated in the A. Tompkins Survey, Abstract No. 1246 and the O. S. Brewster Survey, Abstract No. 56, City of Denton, Denton County, Texas, and generally located in the 1800 block of N. Bonnie Brae Street, and are more particularly described on the attached Exhibit "A" (collectively the "Property Interests "), and made a part hereof. The Council 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 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 finds that the Owner is the record title owner of said Property Interests. 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 expend funds related to the prosecution of such eminent domain 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 , 2015. 0 CHRIS WATTS, MAYOR ATTESTED: JENNIFER WALTERS, CITY SECRETARY IN APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: cAriibi I H - roperiy inieresis PAGE 1 OF 2 ! [ I %, POINT Q - - - - -- - - -- - J'T ^ CO�_ WING W1110WWOOD SPR_. lET i M.Yl (VARIABLE WIDTH R.O.W J 1 FI 0 J1l..- _--- _-- _-- __ - - -: ..._.__ 1820 -1622 BONNIE BRAE TRACT 19 I, SCOTT BROWN INST. NO. 97- ROO47097 N D.R.D.C.T. 4, JONES FAMILY TRUST VOL. 773, PG 63• D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359 D.R.D.C.T. A= 0'34'30" R= 6817.51' T= 34.21' L= 68.42' Cb =N22 '13' 32 "W Lc= 68.42' NOTE: SET 112" I.R. W/ GAI CAP TO BE SET AT END OF CONSTRUCTION. N88 '37' 43 "E 28.22' ACCESS ESMT 1 J /� 11 _ -- �- -rr _ SET 112" I.R. W /GAI CAP BERNICE K. JONES 6 ROBERT W. JONES VOL. 773, PG. 63. D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. C� \ ifsl \ n 9� 1�9� <<^ 0 �O y a o y J Cn BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAO -B3) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. '� SET 112" I.R W /GAI CAP ti Do ED tr) w In a-y CU O O Z ti �-i 07 (O Li (U (r O O 07 4 ti Y H W W F ^ � 3 C�j O r4 ci wo of wm ti ti POINT OF BEGINNING H W W F-7 3 W O p,¢ m= wo z3 o"' wm a W rn > O a 0 z a 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.o.C.T. P17-ROW-1:1 -- BEING A 16,385 SQ.FT. /0.38 ACRE RIGHT -OF -WAY DESCRIPTION OF WHICH 7,706 SQ.FT. LIES WITHIN EXISTING RIGHT -OF -WAY OF BONNIE BRAE STREET SITUATED IN THE A. TOMPKINS SURVEY, ABSTRACT NO. 1246, AND THE mod'; n el�- Graham Associates,lnc. O.S. BREWSTER SURVEY GRAPHIC SCALE 1. "100' CONSULTING ENGINEERS do PLANNERS ABSTRACT NO. 56 0 50 100 150 AMN���� 81 -� DENTON COUNTY, TEXAS TOPE FVWW-' F- 1191/78PLS FM - 101538-00 DATE: JANUARY 2014 J /Denton /P17 -ROW -1 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -ROW -1 LEGAL DESCRIPTION RIGHT -OF -WAY DESCRIPTION BEING a 0.38 acre tract of land situated in the A. Tompkins Survey, Abstract No. 1246, and the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Bernice K. Jones and Robert W. Jones as recorded in Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 3/8 inch iron rod, said point being the northwest corner of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, and being the intersection of existing east right -of- way line of Bonnie Brae Street (having a variable width R.O.W.), and the existing south right -of -way line of Willowwood Street (having a variable width R.O.W.); THENCE South 16 048'05" West, leaving said intersection, a distance of 105.24 feet to a point for the POINT OF BEGINNING, said point being the northeast corner of said Jones tract, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 00 °32'25" West, along said existing west right -of -way line, a distance of 632.15 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 6817.51 feet and a central angle of 0 °34'30" and a long chord which bears North 22 °13'32" West, 68.42 feet, said point being the southeast corner of said Jones tract, and being in the north right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE leaving said existing west right -of -way line, along said north right -of -way line and along said non - tangent curve to the right an arc distance of 68.42 feet to a set 1/2 inch iron rod with GAI cap for corner; THENCE North 00 °21'57" East, leaving said north right -of -way line, a distance of 568.13 feet to a set 1/2 inch iron rod with GAI cap for corner, said point being in the north line of said Jones tract, and being in the south line of Tract 19 as conveyed to Scott Brown, as recorded in Instrument No. 97- R0047097, Deed Records Denton County, Texas, being a common line; THENCE North 88 °37'43" East, along said common line, a distance of 28.22 feet to the POINT OF BEGINNING and CONTAINING 16,385 square feet, 0.38 acres of land, more or less, of which 7,706 square feet of land is being used as roadway use and drainage at this time. I.3:1ill�it��;� PAGE 1 OF 2 SET 1/2" I.R W /GAI CAP N33 '56' 03 "W 107.37' interests 2315 WILLOWW000 ST. ELIZA T. SHOCKLEY ,! INST. NO. 2005 -74299 D.R.D.C.T. fl POINT OF COMWNCENG FND IRON FiAST ti L N _J _ W i c p1 n y N L l l � 3 N ti ~ h y b 03 POINT OF SET 2- I R W /GAI CAP = 1'11'03" 1824 S. BONNIE BRAE R= 6950.58' R \ JONES FAMILY TRUST 71.83' VOL. 773, PG. 63 D.R.D.C.T.T= LOT 1, BLOCK 1. CONVEYED BY DEED TO L= 143.66' JONES FAMILY TRUST Cb= S24'32'36 "E VOL. 4913, PG. 2359 Lc= 143.66' D.R.D.C.T. SET 1/2" I.R. - W/GAI CAP NOD '21'57"E--\ 41.59' SET 1/2" I.R W /GAI CAP N33 '56' 03 "W 107.37' interests 2315 WILLOWW000 ST. ELIZA T. SHOCKLEY ,! INST. NO. 2005 -74299 D.R.D.C.T. fl POINT OF COMWNCENG FND IRON FiAST ti L N _J _ W i c p1 n y N L l l � 3 N ti ~ h y b 03 POINT OF SET 2- I R W /GAI CAP l iy I� W a Y W O E. dam Cox wo z= z om W M rA co > °a v a a _ 1841 S. BONNIE BRAE LOT f, BLOCK 1, OREN 6 RUTH THOMAS INST. NO. 95- 0057929 D.R.D.C.T. cG,/�� \ tef n \O �9rOT0 9 O F � i 9 y v5p 4QEa" eG t NOTE: SET 1/2" I.R. W/ GAI CAP TO BE SET AT END OF CONSTRUCTION. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 19B3 SYSTEM. STATE COORDINATE P17—ROW-2 BEING A 1,223 SQ.FT. /0.03 ACRE nnn RIGHT -OF -WAY DESCRIPTION OF WHICH 141 SQ. FT. LIES WITHIN EXISTING RIGHT -OF -WAY OF BONNIE BRAE STREET SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 GRAPHIC SCALE 1. <100' Graham Associates,lnc. DENTON COUNTY TEXAS CONSULTING ENGINEERS & PLANNERS 0 50 100 150 600 SIX FLAGS DMVE. SUITE 500 ARUNOTON, TEXAS 76011 (617) 610 -6535 THPE FIRM: F- 1191/18PLS FIRM: 101536 -00 DATE: JANUARY 2014 J /Denton /P17 -ROW -2 1900 S. BONNIE BRAE BONNIE BRAE DENTON INVESTMENT, LTD LOT 1, BLOCK 1. M 6 B METAL ADDITION, CAB. D. PG. 362 — — _ "'- _ ' TAT o i ----------- AW za �V W 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773. PG. 63 D.R.D.C.T. 4 CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. ROBERT W. JONES, JR. VOL. 773, PG. 55. O.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359 l iy I� W a Y W O E. dam Cox wo z= z om W M rA co > °a v a a _ 1841 S. BONNIE BRAE LOT f, BLOCK 1, OREN 6 RUTH THOMAS INST. NO. 95- 0057929 D.R.D.C.T. cG,/�� \ tef n \O �9rOT0 9 O F � i 9 y v5p 4QEa" eG t NOTE: SET 1/2" I.R. W/ GAI CAP TO BE SET AT END OF CONSTRUCTION. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 19B3 SYSTEM. STATE COORDINATE P17—ROW-2 BEING A 1,223 SQ.FT. /0.03 ACRE nnn RIGHT -OF -WAY DESCRIPTION OF WHICH 141 SQ. FT. LIES WITHIN EXISTING RIGHT -OF -WAY OF BONNIE BRAE STREET SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 GRAPHIC SCALE 1. <100' Graham Associates,lnc. DENTON COUNTY TEXAS CONSULTING ENGINEERS & PLANNERS 0 50 100 150 600 SIX FLAGS DMVE. SUITE 500 ARUNOTON, TEXAS 76011 (617) 610 -6535 THPE FIRM: F- 1191/18PLS FIRM: 101536 -00 DATE: JANUARY 2014 J /Denton /P17 -ROW -2 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -ROW -2 LEGAL DESCRIPTION RIGHT -OF -WAY DESCRIPTION BEING a 0.03 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Jones Family Trust, as recorded Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas; THENCE South 0711'22" West, a distance of 390.27 feet to a set 1/2 inch iron rod with GAI cap, for the POINT OF BEGINNING, said point being the northeast corner of said Jones tract, and being in the approximate centerline of existing Bonnie Brae Street (having a variable width R.O.W.), also being in the south right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE North 33 °56'03" West, leaving said south right -of -way line, a distance of 107.37 feet to a set 1/2 inch iron rod with GAI cap for corner; THENCE North 00 °21'57" East, a distance of 41.59 feet to a set 1/2 inch iron rod with GAI cap for corner, for the beginning of a non - tangent curve to the left having a radius of 6950.58 feet and a central angle of 1'11'03", and a long chord which bears South 24 °32'36" East, 143.66 feet, said point being in the south right -of -way line of said Gulf - Colorado and Santa Fe Railroad; THENCE along said south right -of -way line and along said non - tangent curve to the left an are distance of 143.66 feet to the POINT OF BEGINNING and CONTAINING 1,223 square feet, 0.03 acres of land, more or less, of which 141 square feet of land is being used as roadway use and drainage at this time. EXHIBIT A "Property Interests" PAGE 1 OF 3 �I POINT OF COMMENCING ---- - - - - -- ,r FWD IRON FDST /-- --- �- /1J_•_... _._ 2315 WILLOWW00D ST. < >� ELIZA T. SHOCKLEY INST. NO. 2005 -74299 y D.R.D.C.T. 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773, PG. 63 184! S. BONNIE BRAE D. R. D. C. T. LOT 1, BLOCK 1. OREN 6 RUTH THOMAS I INST. NO. 95- 0057929 m i D.R.D.C.T. ti n � o � 5 N ti - -` in OptOo P i U) W \i 1900 S. BONNIE BRAE PQ BONNIE BRAE DENTON - - - -- INVESTMENT, LTD 3 ` LOT 1. BLOCK -Y M 6 8 METAL ADDITION. CAB. D. PG. 362 P. R. D. C. T. I l IR1= I TjQ I F- 1ri 1 v INT OF SET 1/2'' I.R. BE INNING W /GAI CAP I S89 '42'09 W ' 168.86' F N00'17'51 "E 102.20' - 1824 S. BONNIE BRAE Q �o Look JONES FAMILY TRUST ,• VOL. 773, PG. 63 E 1 D.R.D.C.T. \ &��\ N �o moo CONVEYED BY DEED TO JONES FAMILY TRUST SET 1/2" I.R. N89 *4 VOL. 4913, PG. 2359 W /GAI CAP (n aaa ti�L D.R.D.C.T. 123.95' a A¢ 9 9 N43'i0'45 "W �> A= 4'14'54" R=952.50' SET 1/2' ' I.R. O a L= 70.63' w /GAI CAP E w Cb =N05 *55'11 "E N08'02'38 "E \ y Lc= 70.61' 18.28' JA VOL. 773, ROBE- W 5JONESR D.C.T. SET 1/2• • I.R. 588 '38' 54 "W CONVEYED BY DEED TO W /GAI CAP 38.92' .10NES FAMILY TRUST <� VOL. 4913. PG. 2359 D. R. D. C. T. NOTE: SET 112" I.R. W/ GAI CAP TO OFS1983 (NADR83) STATERPLANEECOORDINATEM P 1 7 —ROW — 3 BE SET AT END OF CONSTRUCTION. SYSTEM, TEXAS NORTH CENTRAL. BEING A 20,753 SQ.FT. /0.48 ACRE RIGHT —OF —WAY DESCRIPTION nn OF WHICH 2,539 SQ. FT. LIES WITHIN EXISTING RIGHT —OF —WAY OF BONNIE BRAE STREET SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 GRAPHIC SCALE 1' =100' Graham A ENGINEERS teLANNER DENTON COUNTY TEXAS CONSULTING ENGINEERS Dc PLANNERS � 0 50 10o 150 600 SIX FLAGS DRNE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -&535 TBPE FM. F- 1191/nWL.S FYBA: 101&'6 -0o DATE: JANUARY 2014 J /Denton /P17 -ROW -3 Page 2 of 3 EXHIBIT A "Property Interests" PARCEL 17 -ROW -3 LEGAL DESCRIPTION RIGHT -OF -WAY DESCRIPTION BEING a 0.48 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Jones Family Trust, as recorded Volume 773, Page 63, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas; THENCE South 05 °36'53" West, a distance of 513.07 feet to a point for the POINT OF BEGINNING, said point being the northeast corner of said Jones tract, and being in the approximate centerline of existing Bonnie Brae Street (having a variable width R.O.W.); THENCE South 009743" West, along said approximate centerline, a distance of 204.44 feet to a point for corner, said point being the southeast corner of said Jones tract, and being the northeast corner of a tract of land conveyed to Robert W. Jones, Jr., as recorded in Volume 773, Page 55, Deed Records, Denton County, Texas, being a common line; THENCE South 88 °38'54" West, leaving said approximate centerline, and along said common line, a distance of 38.92 feet to a set 1/2 inch iron rod with GAT cap for corner, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 08 °02'38" East, along said proposed west right -of -way line, a distance of 18.28 feet to a set 1/2 inch iron rod with GAI cap for corner, for the beginning of a tangent curve to the left having a radius of 952.50 feet, a central angle of 4 °14'54 ", and a long chord which bears North 05 °55'11" East, 70.61 feet; THENCE continuing along said proposed west right -of -way line and along said tangent curve to the left, an arc distance of 70.63 feet to a set 1/2 inch iron rod with GAI cap for corner; THENCE North 43 °10'45" West, continuing along said proposed west right -of -way line a distance of 20.64 feet to a set 1/2 inch iron rod with GAI cap for corner; THENCE North 89 °42'09" West, continuing along said proposed west right -of -way line a distance of 123.95 feet to a set 1/2 inch iron rod with GAI cap for corner; EXHIBIT A "Property Interests" Page 3 of 3 THENCE North 00 °17'51" East, continuing along said proposed west right -of -way line a distance of 102.20 feet to a set 1/2 inch iron rod with GAI cap for corner, said point being in the north line of said Jones tract, and being in the south line of Lot 1, Block 1, M & B Metal Addition, as recorded in Cabinet D, Page 362, Plat Records, Denton County, Texas, being a common line; THENCE South 89 °42'09" East, leaving said proposed west right -of -way line, and along said common line, a distance of 168.86 feet to the POINT OF BEGINNING and CONTAINING 20,753 square feet, 0.48 acres of land, more or less, of which 2,539 square feet of land is being used as roadway use and drainage at this time. V M.L PETERSON 5999���r''��o-,, os' /1 S PAGE 1 OF 3 tzAhI I I H "rroperty Interests JONES FAMILY TRUST VOL. 773. PG. 55. D.R.D.C.T CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359. D.R.D.C.T. P+ N88'38'54 "E li 38.92' '\ SET 1/2" I, R. W /GAI CAP N08'02'38 "E 155.85' SET 1/2' I, R, W /GAI CAP FENCE ROBERT W. JONES, JR VOL. 773. PG. 55, D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359. — D.R.D.C.T. X A= e•01'47° R= 1047.50' T= 73.52' L= 146.80' Cb= N04'01'45 "E Lc= 146.68' SET 1/2" I, R. W /GAI CAP 01 �gG ON PG's . SGLPO. P � G G P. "CD 0 0 0 (n Sr1 V O i S88'40'03 "W 35.44' POINT OF BEGINNIN m � LOT 1 JEAN M.G. TUNNELL m ' INST. N0. 2012 -59612 W D.R.D.C.T. v o '^ o pq: Z �o •s- w W< H 'J �s �s �1 S88 '40' 03 "W 32.32' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE. ANITA A. CLEARMAN VOL. 4437. PG. 2213 D.R.O.C.T. y 2216 S. BONNIE BRAE 6� > LOT 2 CHRISTOPHER M. WATTS 0) VOL. 5102. PG. 2398 i D.R.D.C.T. 1. -oz 4 CAe9 �4y . y 9� c 0 �lTl i p9 �ti - -- - -- -- - -- - - -- - - -; GH�AND PARE ROAD - -- i % /� ________�!.✓..,_ NARIABLE_MIDTN P.O. N_�111.i____ POINT OF COMMENCwG FND 112-�J! � ! ti 2220 S. BONNIE 8RA1r- LOT 3A _ Y _ NOTE: BETSET2ATIEND OF JOHN P DANSB CONSTRUCTION. . VOL. 1554, PG. 969 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM PARCEL 17-ROW-4 SYSTEM• NORTH STATE COORDINATE DG11VU N 17,042 SQ.FT. /0.39 ACRE RIGHT -OF -WAY DESCRIPTION OF WHICH 10,005 SQ. FT. LIES WITHIN EXISTING RIGHT -OF -WAY OF BONNIE BRAE STREET SITUATED IN THE O.S BREWSTER SURVEY, , rwn ABSTRACT N0. 56, DF.NTON COUNTY _ TEXAS GRAPHIC SCALE Graham Associates,lnc. 0 50 100 150 ■ CONSULTING ENGINEERS do PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 �� FIRM: F iie1�iS FIRM: IOIWB 00 DATE: JANUARY 2014 J /Denton /P17 -ROW -4 Page 2 of 3 EXHIBIT A "Property Interests" PARCEL 17 -ROW -4 LEGAL DESCRIPTION RIGHT -OF -WAY DESCRIPTION BEING a 0.39 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 00'17'54" East, along said existing west right -of -way line, a distance of 348.97 feet to a point for the POINT OF BEGINNING, said point being in the south line of said Jones tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a set 1/2 inch iron rod with GAI cap for corner, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 8 °01'47 ", and a long chord which bears North 04 °01'45" East, 146.68 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent curve to the right an arc distance of 146.80 feet to a set 1/2 inch iron rod with GAI cap for corner; THENCE North 08 °02'38" East, continuing along said proposed west right -of -way line, a distance of 155.85 feet to a set 1/2 inch iron rod with GAI cap for corner, said point being in the north line of said Jones tract and being in the south line a tract of said Jones Family Trust, tract, being a common line; THENCE North 88 °38'54" East, leaving said proposed west right -of -way line and along said common line, a distance of 38.92 feet to a point for corner, said point being in the approximate centerline of existing Bonnie Brae Street; THENCE South 00 °37'43" West, leaving said common line and along said approximate centerline, a distance of 300.00 feet to a point for corner, said point being the southeast corner of said Jones tract; EXHIBIT A "Property Interests" Page 3 of 3 THENCE South 88 °40'03" West, leaving said approximate centerline, a distance of 32.32 feet to the POINT OF BEGINNING and CONTAINING 17,042 square feet, 0.39 acres of land, more or less, of which 10,005 square feet of land is being used as roadway use and drainage at this time. LAHlbl I A "Property Interests- PAGE 1 OF 2 L� \ 1820 -1822 BONNIE BRAE TRACT 19 SCOTT BROWN INST. NO. 97- AOOA7097 I -i 0.R.0.C. T. SBB'37'43" 2B. 22' POINT OF BEGINNING, NBB '37 '43"E- ACCESS ESMT -- ---- - -- -- f f. 4�t9 f. 3 BERNICE K. JONES 6 ROBERT W. JONES VOL. 773. PG. 63, D. R. D.C. CONVEYED BY DEED TO \ JONES FAMILY TRUST VOL. 4913. PG. 2359 D.R.D.C.T. A= 0.10'40" R= 6817.51' T= 10.58' L= 21.16' Cb= N21'50'57 "W Lc= 21.16' BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM. TEXAS NORTH CENTRAL. - I E- 1 t w � z . r W � f N; i a) \' (D 3' tU �' O 0 En � E+ w w ` do t- wo 3 w :Rm +a C7 ¢ zQ ti POINT - OF, - - - - r- ' COIiI1�NCING WILLOWWOOD STREET FND 3/0- 1 (VARIABLE WIDTH R.O.W.) :9 W a 3 W O LL' ¢ w= W v z3 Ow mm Ga U °av 0 a a 2315 WILLOWW00D ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. 7 ----- - - - - -- a� � :oe P17 -USE -1 BEING A 4,466 SQ.FT. /0.10 ACRE UTILITY & SLOPE EASEMENT nnn SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 Graham A ENGINEERS teLANNER DENTON COUNTY, TEXAS GRAPHIC SCALE 1 - -100' CONSULTING ENGINEERS do PLANNERS o 50 100 150 800 SOX FLAGS MVE, SLATE 500 ARLINGTON. TD(AS 70011 (817) 840 -8535 TBPE Fftk F- 1191/TBPLS FV W: 101538 -00 DATE: JANUARY 2014 J /Denton /P17 -USE -1 \ o m � \ JONES FAMILY TRUST CC) VOL. 773. PG 63. D.R.D.C.T. CONVEYED BY DEED TO V In JONES FAMILY TRUST G? VOL. 4913. PG. 2359 y�c'0 W D.R.D.C.T. _ S9 i� O Lr) o� cP N oq O Z J P� A= 0.10'40" R= 6817.51' T= 10.58' L= 21.16' Cb= N21'50'57 "W Lc= 21.16' BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM. TEXAS NORTH CENTRAL. - I E- 1 t w � z . r W � f N; i a) \' (D 3' tU �' O 0 En � E+ w w ` do t- wo 3 w :Rm +a C7 ¢ zQ ti POINT - OF, - - - - r- ' COIiI1�NCING WILLOWWOOD STREET FND 3/0- 1 (VARIABLE WIDTH R.O.W.) :9 W a 3 W O LL' ¢ w= W v z3 Ow mm Ga U °av 0 a a 2315 WILLOWW00D ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. 7 ----- - - - - -- a� � :oe P17 -USE -1 BEING A 4,466 SQ.FT. /0.10 ACRE UTILITY & SLOPE EASEMENT nnn SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 Graham A ENGINEERS teLANNER DENTON COUNTY, TEXAS GRAPHIC SCALE 1 - -100' CONSULTING ENGINEERS do PLANNERS o 50 100 150 800 SOX FLAGS MVE, SLATE 500 ARLINGTON. TD(AS 70011 (817) 840 -8535 TBPE Fftk F- 1191/TBPLS FV W: 101538 -00 DATE: JANUARY 2014 J /Denton /P17 -USE -1 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -USE -1 LEGAL DESCRIPTION UTILITY & SLOPE EASEMENT BEING a 0.10 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Bernice K. Jones and Robert W. Jones as recorded in Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 3/8 inch iron rod, said point being the northwest corner of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, and being the intersection of existing east right -of -way line of Bonnie Brae Street (having a variable width R.O.W.), and the existing south right -of -way line of Willowwood Street (having a variable width R.O.W.); THENCE South 16 °48'05" West, leaving said intersection, a distance of 105.24 feet to a point, said point being the northeast corner of said Bernice K. Jones and Robert W. Jones tract, and being in the southeast corner of Tract 19 as conveyed to Scott Brown, as recorded in Instrument No. 97- R0047097, Deed Records Denton County, Texas, being a common line, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 88 °37'43" West, leaving said existing west right -of -way line, and along said common line, a distance of 28.22 feet to a point for the POINT OF BEGINNING, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 00 °21'57" West, along said proposed west right -of -way line, a distance of 568.13 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 6817.51 feet and a central angle of 0° 10'40 ", and a long chord which bears North 21'50'57" West, 21.16 feet, said point being in the north right -of -way line of the Gulf- Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE leaving said proposed west right -of -way line, along said north right -of -way line, and along said non- tangent curve to the right an arc distance of 21.16 feet to a point for corner; THENCE North 00 021'57" East, leaving said north right -of -way line, a distance of 548.30 feet to a point for corner, said point being in the north line of said Jones tract, and in the south line of said Brown tract, being a common line; THENCE North 88 037'43" East, along said common line, a distance of 8.00 feet to the POINT OF BEGINNING and CONTAINING 4,466 square feet, 0.10 acres of land, more or less. PAGE 1 OF 3 F'r C� 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773, PG. 63 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. 1900 S. BONNIE BRAE BONNIE BRAE DENTON INVESTMENT. LTD LOT 1. BLOCK 1. M 6 8 METAL ADDITION. CAB. D. PG. 362 P.R.D.C.T. IB24 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773. PG. 63 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359 D.R.D.C.T. LAHlbi I A -rroperty interests POINT OF coNC rr,-------------- FHO IRON PDST !''- -�- ---- '-- t� - - - -- ru 4 z J .y ti i rn WW; d / a¢ Z� a r111--- - - - - -- w - - -gym a zQ I W S43'10'45 "E 20.64' S89 '42' 09 "E 1.02' 0= 5'06'23" R= 936.50' �I T= 41.76' L= 63.46' Cb =N05 *29'27 "E Lc= 83.44' N08 '02' 38 "E 20.92' F W W H ^ to � W O per, ro= r4 z; oW wm a p¢ rn > o -- a 0 a A. ROBERT W. JONES. JR. S88 '38 ' 54 " W ,-- Q 39 0654 VOL. 773. PG. 55. D.R.D.C.T. CONVEYED BY DEED TO 16 .22' JONES FAMILY TRUST VOL. 4913. PG. 2359 1 BEGIN D.R.D.C.T. j v9 �9 9 d O F Z q! S 9�a 9 y 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. 1841 S. BONNIE BRAE LOT 1. BLOCK I. OREN 6 RUTH THOMAS INST. NO. 95- 0057929 D.R.D.C.T. 1 �pt00 - o A= 4'14'54" R= 952.50' T= 35.33' L= 70.63' SOB '02'38 "W Cb= S05'55' 11 "W 18.28' Lc= 70.61' BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 SYSTEM, STATE PLANE COORDINATE P17—USE-2 BEING A 1,554 SQ.FT. /0.04 ACRE In UTILITY & SLOPE EASEMENT JR SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 GRAPHIC SCALE 1' -100' Graham Associates,lnc. DENTON COUNTY, TEXAS CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE. SUITE 500 ARLINGTON, TEXAS 76011 (617) 640 -6535 TBPE FHW F- 1191/TBPLS Fftk 101538 -00 0 50 100 150 DATE: JANUARY 2014 J /Denton /P17-USE -2 Page 2 of 3 EXHIBIT A "Property Interests" PARCEL 17 -USE -2 LEGAL DESCRIPTION UTILITY & SLOPE EASEMENT BEING a 0.04 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Jones Family Trust, as recorded Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas; THENCE South 04 °11'02" West, a distance of 716.95 feet to a point, said point being the southeast corner of said Jones tract, and being in the approximate centerline of existing Bonnie Brae Street (having a variable width R.O.W.), and being the northeast corner of a tract of land conveyed to W.C. Orr Jr., as recorded in Volume 773, Page 55, Deed Records, Denton County, Texas, being a common line; THENCE South 88 °38'54" West, leaving said approximate centerline, and along said common line, a distance of 39.06 feet to a point for the POINT OF BEGINNING; THENCE South 88 °38'54" West, continuing along said common line, a distance of 16.22 feet to a point for corner; THENCE North 08 °02'38" East, leaving said common line, stance of 20.92 feet to a point for corner, for beginning of a tangent curve to the left having a radius of 936.50 feet, a central angle of 5 °06'23 ", and a long chord which bears North 05 °29'27" East, 83.44 feet; THENCE along said tangent curve to the left, an are distance of 83.46 feet to a point for corner, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 89 °42'09" East, along said proposed west right -of -way line, a distance of 1.02 feet to a point for corner; THENCE South 43'10'45" East, continuing along said proposed west right -of -way line, a distance of 20.64 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 952.50 feet and a central angle of 4 °14'54" and a long chord which bears South 05 °55'11" West, 70.61 feet; EXHIBIT A "Property Interests" Page 3 of 3 THENCE continuing along said proposed west right -of -way line, and along said non- tangent curve to the right an arc distance of 70.63 feet to a point for corner; THENCE South 08 °02'38" West, continuing along said proposed west right -of -way line, a distance of 18.28 feet to the POINT OF BEGINNING and CONTAINING 1,554 square feet, 0.04 acres of land, more or less. t/\Hlbl I A "tro PAGE i OF 3 I JONES FAMILY TRUST VOL. 773. PG. 55. D.R.D.C.T. *3B'54"E CONVEYED BY DEED TO N88 JONES FAMILY TRUST 16.22' VOL. 4913, PG. 2359 I 11K§ D.A. COMMENCING Do FND 1/2-1 -- clu ti -0 2220 S. BONNIE BRAE LOT 3A JOHN P. DANSBY ROBERT W. JONES, JR VOL. 773, PG. 55, D.R.D.C.T. FENCE x CONVEYED BY DEED TO JONES FAMILY TRUST D.R. D.C.T. T VOL. 4913. PG. 2359 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM "00", o e, \k y A= 6'58' 19" R= 1063.50' T=64.79' L=129.41' Cb =N04 '33' 29 "E Lc=129.33' S88*40'03"W 16.01' POINT OF BEGINNING SBB•40'03"W 35.44' LOT I JEAN M 6. TUNNELL PROPOSED INST. N0. 2012-69612 R.O.W. D. R. D. C. T. Sod 90 .ogOp 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D.C.T. C.T. inieresis Pi M Do C4 U) P. X (y) w 11 o in Z 16, A= 6*56'07" R=1047.50' T= 63.47' L= 126.79' Cb=SO4*34'35"W Lc=126.72' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN Q SPOUSE. ANITA A. CLEARMAN VOL, 4437, PG. 2213 D.R.D.C.T. I A= J R=1047.50' kv T=10.01' -f"i ROAD rp L =20.01 , Cb=N0*33'4J"E I 11K§ Lc=20.01' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN Q SPOUSE. ANITA A. CLEARMAN VOL, 4437, PG. 2213 D.R.D.C.T. PARCEL 17—USE-3 BEING A 4,522 SQ.FT./0.10 ACRE UTILITY & SLOPE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTN OUNTY TEXAS I GRAPHIC SCALE 1'-100' 0 50 100 150 ■ Graham Associates,inc. CONSULTING ENGINEERS & PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 7601 (817) 640-8535 TBPE FIRM: F-1191/TBP" FIRM: 101538-00 DATE: JANUARY 2014 J/Denton/P17-USE-3 -f"i ROAD rp POINT OF COMMENCING FND 1/2-1 -- ti 2220 S. BONNIE BRAE LOT 3A JOHN P. DANSBY VOL. 1554 , PG. 969 D.R. D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD-B3) STATE PLANE COORDINATE 4r��l SYSTEM, TEXAS NORTH CENT CENTRAL. PARCEL 17—USE-3 BEING A 4,522 SQ.FT./0.10 ACRE UTILITY & SLOPE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTN OUNTY TEXAS I GRAPHIC SCALE 1'-100' 0 50 100 150 ■ Graham Associates,inc. CONSULTING ENGINEERS & PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 7601 (817) 640-8535 TBPE FIRM: F-1191/TBP" FIRM: 101538-00 DATE: JANUARY 2014 J/Denton/P17-USE-3 Page 2 of 3 EXHIBIT A "Property Interests" PARCEL 17 -USE -3 LEGAL DESCRIPTION UTILITY & SLOPE EASEMENT BEING a 0.10 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 00 °17'54" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line, THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 1'05'40", and a long chord which bears North 00°33'41" East, 20.01 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent curve to the right an arc distance of 20.01 feet to a point for the POINT OF BEGINNING; THENCE South 88 °40'03" West, leaving said proposed west right -of -way line, a distance of 16.01 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 1063.50 feet and a central angle of 6 °58'19 ", and a long chord which bears North 04 °33'29" East, 129.33 feet; THENCE along said non - tangent curve to the right an are distance of 129.41 feet to a point for corner; THENCE North 08 °02'38" East, a distance of 153.20 feet to a point for corner, said point being in the north line of said Robert W. Jones, Jr. tract and being in the south line a tract of land conveyed to Jones Family Trust, as recorded in Volume 773, Page 55, Deed Records, Denton County, Texas, being a common line; EXHIBIT A "Property Interests" Page 3 of 3 THENCE North 88 138'54" East, along said common line, a distance of 16.22 feet to a point for corner, said point being in the said proposed west right -of -way line of Bonnie Brae Street; THENCE South 08 °02'38" West, along said proposed west right -of -way line, a distance of 155.85 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 1047.50 feet, a central angle of 6 °56'07 ", and a long chord which bears South 04 °34'35" West, 126.72 feet; THENCE continuing along said proposed west right -of -way line and along said curve to the left, an arc distance of 126.79 feet to the POINT OF BEGINNING and CONTAINING 4,522 square feet, 0.10 acres of land, more or less. PAGE 1 OF 2 1 \ 1 1 \ 1 EXHIBIT A "Property Interests" EXISTING hCCES� EShT VOL 49 i3, PG. X369 EXISTING ACCESS ESMT VOL. 4913, PG. 2359 O.R. D.C.T. It "sIll BERNIECE K. JONES 6 ROBERT W. JONES VOL. 773, PG 63, 0.R.D.C,T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D. C.T. r -rte- -'F'"7-- - - - - -- COMMENCING IvIIJAwW00D STRiEf FND 3 /B" I.R (VARIABLE WIDTH; R. O.W. -------------- .�J1 I_i___ 1620 -1822 BONNIE BRAE TRACT 19 I SCOTT BROWN INST. N0. 97- ROO47097 1 D.R.D.C.T. S88'37'43 "W ? N 36.22' POINT OF BE N88 '37 ' 43"E — — — — — — 22.01T � `� 7 L s i z oW -- 34. 14' N89'38'03 "W I ; 22.00' I i BERNIECE K. JONES & 1 H ` 0 ROBERT W. JONES VOL. 773, PG. 63. ,> ; D.R.D.C.T. cc (, CONVEYED BY DEED TO I ; JONES FAMILY TRUST VOL. A913, PG. 2359 I � D.R.D.C.T. a I � �x r 4y `� 7 L s i z oW 9 to a 0 s I (, ; I � BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. 1 � 3 � a¢ I �o H X ow I �yvy�'77¢ En f I 1 1 1 1 � l . l S00 '21 ' 57 "W 34.81' 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. /-,----- -- - - -- 0 1R.1 Q P17 -TCE -1 BEING A 758 SQ.FT. /0.0174 ACRE TEMPORARY CONSTRUCTION EASEMENT 7nn] SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 Graham A ENGINEERS teLANNER DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' CONSULTING ENGINEERS Ac PLANNERS o 50 loo 150 600 Six FAGS DRIVE, SUITE 500 ARUNOTON, TEXAS 78011 (817) 840 -8535 TBPE nFW: F- 1101/TTiPiS FIRM: 101538 -00 DATE: AUGUST 2014 J /Denton /P17 -TCE -1 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -TCE -1 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0,0174 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Berniece K. Jones and Robert W. Jones as recorded in Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records Denton County, Texas, and being more particularly described by metes and bounds as follows; COMMENCING at a found 3/8 inch iron rod, said point being the northwest corner of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005 - 74299, Deed Records, Denton County, Texas, and being the intersection of existing east right -of -way line of Bonnie Brae Street (having a variable width R.O.W.), and the existing south right -of -way line of Willowwood Street (having a variable width R,O,W); THENCE South 16 °48'05" West, leaving said intersection, a distance of 105.24 feet to a point, said point being the northeast corner of said Jones tract, and being in the southeast corner of Tract 19 as conveyed to Scott Brown, as recorded in Instrument No, 97- R0047097, Deed Records Denton County, Texas, being a conunon line, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 88 °37'43" West, leaving said existing west right -of -way line, and along said conunon line, a distance of 36.22 feet to a point for confer, being the POINT OF BEGINNING; THENCE South 00 °21'57" West, leaving said connnon line, a distance of 34.81 feet to a point for corner; THENCE North 89 038'03" West, a distance of 22,00 feet to a point for corner; THENCE North 00 °21'57" East, a distance of 34.14 feet to a point for corner, said point being in the north line of said Jones tract and the south line of said Brown tract, being a common line; THENCE North 88 °37'43" East, along said common line, a distance of 22.01 feet to the POINT OF BEGINNING and CONTAINING 758 square feet, 0.0174 acres of land, more or less. ra M.L PETERSON I � EXHIBIT A "Property Interests" PAGE 1 OF 2 i J L POINT tiF COMMENCING FND IRON POST l 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773, PG. 63 z D.R.D.C.T. L •Y ti y —, n 0 m � 3 1900 S. BONNIE BRAE BONNIE BRAE DENTON INVESTMENT. LTD W LOT 1. BLOCK 1, M 6 B METAL ADDITION, En CAB. D, PG. 362 T4 o wow: / W¢ ow ¢ r �Q SB9'42 '09 "E 40.00' \ _ i N89'4' 2'09 "W �w rHW n ' S00'1751 "W a 3 = ° ¢ 29.27 N00'17'51 "E 73.00' POINT OF z BEGINNING � 3 1824 S. BONNIE BRAE S00'17'r o¢ JONES FAMILY TRUST w a VOL. 773, PG. 63 D.R.D.C.T. 73.00' CONVEYED BY DEED TO ` a o JONES FAMILY TRUST w VOL. 4913, PG. 2359 D.R.D.C.T. N89'42'09 "W 40.00' 4 ROBERT W. JONES. JR. VOL. 773. PG. 55, D. R. D. C. T. CONVEYED BY DEED TO l ' JONES FAMILY TRUST VOL. 4913. PG. 2359 ti D.R.D.C.T. , ti I 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. ----- - - - - -- ---- __ j, - - -- 1841 S. BONNIE BRAE LOT 1. BLOCK 1, OREN 6 RUTH THOMAS INST. N0. 95- 0057929 D.R.D.C.T. -d' �ptioo �G 0 O 99�0� 9 d m O goy �Ga 9 y .- *J t BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 SYSTEM, STATE COORDINATE P 1 7 - TCE - 2 BEING A 2,920 SQ.FT. /0.07 ACRE n TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 GRAPHIC SCALE 1 '-100' Graham A ENGINEERS teLANNER DENTON COUNTY TEXAS CONSULTING ENGINEERS PLANNERS 0 50 100 150 600 six FLAGS DRIVE, SUITE 500 ARIJNGTON, TEXAS 76011 (817) 640 -8535 TWE F1 , F- 1101/1HPL6 FWd&- 1015W -00 DATE: JANUARY 2014 J /Denton /P17 -TCE -2 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -TCE -2 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.07 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Jones Family Trust, as recorded Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas; THENCE South 05 °36'53" West, a distance of 513.07 feet to a point; said point being the northeast corner of said Jones tract, and being in the approximate centerline of existing Bonnie Brae Street (having a variable width R.O.W); THENCE North 89 °42'09" West, leaving said approximate centerline, and along the north line of said Jones tract, a distance of 168.86 feet to a point, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W); THENCE South 00 °17'51" West, leaving said north line, and along said proposed west right -of -way line, a distance of 29.27 feet to a point for the POINT OF BEGINNING, THENCE South 00 °17'51" West, continuing along said proposed west right -of -way line, a distance of 73.00 feet to a point for corner; THENCE North 89 042109" West, leaving said proposed west right -of -way line, a distance of 40.00 feet to a point for corner; THENCE North 00 °17'51" East, a distance of 73.00 feet to a point for corner; THENCE South 89 °42'09" East, a distance of 40.00 feet to the POINT OF BEGINNING and CONTAINING 2,920 square feet, 0.07 acres of land, more or less. P, M.L PETERSON (PAGE 1 OF 2 !6% ts. fib � � LAMIIJII H "Fro 1824 S' BONNIE BRAE JONES FAMILY TRUST 45.86 AC i PROPOSED R.O.W. 1- , S82'25'32 "E FENCE 41.85' li N07'34'28 "E 50.00' �► I( N82'25'32 "W 40.84' ROBERT W. JDNES. JR POINT OF BEGINNING VOL. 773. PG. 55, D.R.D.C.T. CONVEYED BY DEED TO N8333'24 "W :+ JONES FAMILY TRUST 21.15' VOL. 4913, PG. 2359 f O.R.D.C.T. pp01196 qL0 SOR SBB'40'03 "W 35.44' LOT 1 JEAN N.G. TUNNELL INST. N0. 2012 -69612 D.R.D.C.T. 2216 S. BONNIE BRAE y Interests (( 1i i } �w X �' ¢ �v P. a _ ,/ S08'43' 18 "W 50.01' , x m m ti v , m w Pb�"9ft o � Z o �o Y W W 0 m 4 C } �i W A= 6'25'45" R= 1047.50' T= 58.83' L= 117.54' Cb= NO3'i3' 44 "E Lc= 117.48' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE. ANITA A. CLEARMAN VOL. 4437. PG. 2213 D.R.D.C.T. 0. LOT 2 CHRISTOPHER M. WATTSfn VOL. 5102. PG. 2398 i D.R.D. C.T. S °l 4 cAe0 /Y 9� c c�oJT T o lot PARCEL 17 —TCE -3 BEING A 2,067 SQ.FT. /0.05 ACRE TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENT ON COUNTY, TEXAS GRAPHIC SCALE 1" -100' 0 50 100 150 Fnn Graham Associates,lnc. . CONSULTING ENGINEERS PLANNERS SI 800 X FLAGS DRIVE, SUITE UITE 500 ARLINGTON. TEXAS 78011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 DATE: JANUARY 2014 J /Denton /1317 -TCE -3 ' l �a AND uPARK ROAb 'r fl POINT OF COMMENCING FNO 1/2 "j %R 2220 S. BONNIE BPAE LOT 3A — ___ L JOHN P. DANSBY VOL. 1554. PG. 969 O.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1963 (NAD -83) STATE PLANE COORDINATE SYSTEM. TEXAS NORTH CENTRAL. PARCEL 17 —TCE -3 BEING A 2,067 SQ.FT. /0.05 ACRE TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENT ON COUNTY, TEXAS GRAPHIC SCALE 1" -100' 0 50 100 150 Fnn Graham Associates,lnc. . CONSULTING ENGINEERS PLANNERS SI 800 X FLAGS DRIVE, SUITE UITE 500 ARLINGTON. TEXAS 78011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 DATE: JANUARY 2014 J /Denton /1317 -TCE -3 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -TCE -3 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.05 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 009754" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 140'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 6 °25'45 ", and a long chord which bears North 03 °13'44" East, 117.48 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent curve to the right an are distance of 117.54 feet to a point; THENCE North 83 °33'24" West, leaving said proposed west right -of -way line, a distance of 21.15 feet to a point for the POINT OF BEGINNING; THENCE North 82 °25'32" West, a distance of 40.84 feet to a point for corner; THENCE North 07 °34'28" East, a distance of 50.00 feet to a point for corner; THENCE South 82 °25'32" East, a distance of 41.85 feet to a point for corner; THENCE South 08 043'18" West, a distance of 50.01 feet to the POINT OF BEGINNING and CONTAINING 2,067 square feet, 0.05 acres of land, more or less. t-AHI I I H F'rweriv IClieresis PAGE 1 OF 4 JONES FAMILY TRUST VOL. 773. PG. 55. D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.O.C.7. — i i i� ;;.1` ROBERT W. JONES. JR FENCE X t VOL. 773, PG. 55, D.R.D.C.T. CONVEYED BY DEED TO (( JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. !!— cQ W _ NBB °40_03 "E 949.49' _ I pAg tir z S88 °40'03 "W 904.BB' — POINT 0� 013 '1110A Np3 PG'S. SQ�,pe. P 0 G c Q. LOT 1 JEAN M.G. TUNNELL PROPOSED INST. N0. 2012 -69612 R.O.W. D. R. D. C. T. 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. ii it 4 r i ti X i c'9694 r / A96 4 A40O POINT OF G I cT 9vrGh COMMENCWG]bk / 2220 S. BONNIE BRAE — — LOT 3A— JOHN P. DANSBY VOL. 1554, PG. 959 D.R.D.C.T. n � rn m ` v M w 0 zz L i W Z H J �y i W oc S N i4 w O O a 8 °43' 18 "W 50.78' A= 2'44.1B" R= 1047.50' T= 25.04' L= 50.06' Cb= NOS'23'00 "E Lc= 50.06' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE. ANITA A. CLEARMAN VOL. 4437, PG. 2213 D.R.D.C.T. 6� __------- �!�1..._ (VARIABLE NIDTH P. O. N_I�J.�l✓_.___ BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —TCE -4 BEING A 50,323 SQ.FT. /1.16 ACRE 50' TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' 0 50 100 150 Graham Associates,lnc. CONSULTING ENGINEERS do PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 DATE: JANUARY 2014 J /Denton /P17 -TCE -4 Li SBB'40' 03 "W 26.39' SB8'40'03 "W 35.44' 013 '1110A Np3 PG'S. SQ�,pe. P 0 G c Q. LOT 1 JEAN M.G. TUNNELL PROPOSED INST. N0. 2012 -69612 R.O.W. D. R. D. C. T. 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. ii it 4 r i ti X i c'9694 r / A96 4 A40O POINT OF G I cT 9vrGh COMMENCWG]bk / 2220 S. BONNIE BRAE — — LOT 3A— JOHN P. DANSBY VOL. 1554, PG. 959 D.R.D.C.T. n � rn m ` v M w 0 zz L i W Z H J �y i W oc S N i4 w O O a 8 °43' 18 "W 50.78' A= 2'44.1B" R= 1047.50' T= 25.04' L= 50.06' Cb= NOS'23'00 "E Lc= 50.06' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE. ANITA A. CLEARMAN VOL. 4437, PG. 2213 D.R.D.C.T. 6� __------- �!�1..._ (VARIABLE NIDTH P. O. N_I�J.�l✓_.___ BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —TCE -4 BEING A 50,323 SQ.FT. /1.16 ACRE 50' TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' 0 50 100 150 Graham Associates,lnc. CONSULTING ENGINEERS do PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 DATE: JANUARY 2014 J /Denton /P17 -TCE -4 PAGE 2 OF 4 EXHIBI I H "HropertV Interests" JONES FAMILY TRUST VOL. 773, PG. 55, D. R. D. C. T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. 9 ROBERT W. JONES, JR VOL. 773, PG. 55, D.R.D.C.T. N17 °33' 34 "E CONVEYED BY DEED TO 105.69 ' VOL. JONES 913. PG TRUST 2359 D.R.O.C.T. W N88'40'03 "E 949.49' _ - -- — — — S88 40 '03 °W 904.88 — —�►� REMAINDER \ JEAN H.G. TUNNELL INST. NO. 2012 -69612 D.R.D.C.T. I S17 '33' 34 "W 52.85' S88 '40' 03 "W 52.85' N p pG O S,96N SO�e Y1. C. 1D- C p. LOT 1 JEAN M.G. TUNNELL INST. NO. 2012 -69612 D. R. D. C. T. 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102, PG. 2396 D.R.D. C.T. � H9Y ti 9�CCO'tT l 9lpy BASIS OF BEARING IS NORTH AMERICAN DATUM' OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 -TCE -4 BEING A 50,323 SQ.FT. /1.16 ACRE "rnl 50' TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1'-100' Graham Associates,inc. 0 5o 100 150 ■ CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE. SUITE 500 ARUNGT'ON, TEXAS 76011 (817) 640 -8535 TAPE FIRM: F- 1191/118PLS FIRM: 101536 -00 DATE: JANUARY 2014 J /Denton /1317 -TCE -4 Page 3 of 4 EXHIBIT A "Property Interests" PARCEL 17 -TCE -4 LEGAL DESCRIPTION 50' TEMPORARY CONSTRUCTION EASEMENT BEING a 1.16 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 00 °17'54" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 2 °44'18 ", and a long chord which bears North 01 °23'00" East, 50.06 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent cuive-to the right an are distance of 50.06 feet to a point; THENCE South 88 140'03" West, leaving said proposed west right -of -way line, a distance of 26.39 feet to a point for the POINT OF BEGINNING; THENCE South 88 °40'03" West, a distance of 904.88 feet to a point for corner; THENCE South 17 °33'34" West, a distance of 52.85 feet to a point for corner, said point being in the north line of a tract of land conveyed to Jean M.G. Tunnell, as recorded in Instrument No. 2012 - 69612, Deed Records, Denton County, Texas; THENCE South 88 °40'03" West, along said north line, a distance of 52.85 feet to a point for corner; THENCE North 17 °33'34" East, leaving said north line, a distance of 105.69 feet to a point for corner; EXHIBIT A "Property Interests" Page 4 of 4 THENCE North 88 °40'03" East, a distance of 949.49 feet to a point for corner; THENCE South 08 °43'18" West, a distance of 50.78 feet to the POINT OF BEGINNING and CONTAINING 50,323 square feet, 1.16 acres of land, more or less. PAGE 1 OF 2 a R. g E�s y�nJ P�nl `�i3 �• 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773, PG. 63 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. 1900 S. BONNIE BRAE BONNIE BRAE DENTON INVESTMENT, LTD LOT i, BLOCK 1, M 6 8 METAL ADDITION, CAB. D. PG. 362 P.R.D.C.T. txhibi ) /A rropeny inieresis 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. FND IRON P T a5 t 770 ----------- -- zx ow I �a I I ¢ t 1824 S. BONNIE BRAE 991; JONES FAMILY TRUST V) v VOL. 773, PG. 63 ti ti D.R.D.C.T. CONVEYED BY DEED TO S89'42'09 "E- JONES FAMILY TRUST VOL. 4913, PG. 2359 4.00' t A= 5'05'42" R= 932.50' I I T= 41.49' z H Cb= N05'29'47 "E Lc= 82.90' F W � N08 '02'38 E—� 21.59' ROBERT W. JONES. JR. S88 '38 ' 54 "W VOL. 773, PG. 55, D.R.D.C.T. 4.05' CONVEYED BY DEED TO JONES FAMILY TRUST POINT OF ; VOL. 0 R1 D.C.T. 2359 BEGINNING i� z° z3 ow �a w¢ W> o -- ti a 0 w A= 5'06' 23" Z � i R= 936.50' T= 41.76' � L= 83.46' I 01 Cb =S05 '29' 27 "W Lc= 83.44' SOB '02' 38 "W 20.92' \' tU ,.O a5 t 770 ----------- -- zx ow I �a I I ¢ t 1824 S. BONNIE BRAE 991; JONES FAMILY TRUST V) v VOL. 773, PG. 63 D.R.D.C.T. CONVEYED BY DEED TO S89'42'09 "E- JONES FAMILY TRUST VOL. 4913, PG. 2359 4.00' D.R.D.C.T. A= 5'05'42" R= 932.50' T= 41.49' L= 82.92' Cb= N05'29'47 "E Lc= 82.90' F W N08 '02'38 E—� 21.59' ROBERT W. JONES. JR. S88 '38 ' 54 "W VOL. 773, PG. 55, D.R.D.C.T. 4.05' CONVEYED BY DEED TO JONES FAMILY TRUST POINT OF ; VOL. 0 R1 D.C.T. 2359 BEGINNING i� T ti i 1 1841 S. BONNIE BRAE LOT 1. BLOCK 1, OREN 6 RUTH THOMAS INST. N0. 95- 0057929 D.R.D.C.T. �SQa. 5 V 991; V) v O 9 y F W (q g k7 ° ad¢ w= z° z3 ow �a w¢ W> o -- a 0 w A= 5'06' 23" R= 936.50' T= 41.76' L= 83.46' Cb =S05 '29' 27 "W Lc= 83.44' SOB '02' 38 "W 20.92' L SBB'38'54 "W 55.27' I � 1 BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE ry SYSTEM, TEXAS NORTH CENTRAL. P17 --SE -1 SITUATE Graham A ENGINEERS teLANNER CONSULTING ENGINEERS & PLANNERS 500 SIX FLAGS DRIVt; SUITE 500 ARLINGTON, TEXAS 76MI (61» 640 -6535 TSPE Fftt F'- 1191/7HPLS FIRM: 701536 -DO BEING A 418 SQ.FT. /0.01 ACRE SLOPE EASEMENT D IN THE O.S. BREWSTER ABSTRACT NO. 56 DENTON COUNTY, TEXAS SURVEY GRAPHIC SCALE 1'100' 0 50 100 150 DATE: JANUARY 201A J /Denton /P17 -SE -1 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -SE -1 LEGAL DESCRIPTION SLOPE EASEMENT BEING a 0.01 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Jones Family Trust, as recorded Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being in the south line of a tract of land conveyed to Eliza. T. Shockley as recorded in Instrument No. 2005 - 74299, Deed Records, Denton County, Texas; THENCE South 04'1 P02" West, a distance of 716.95 feet to a point, said point being the southeast corner of said Jones tract, and being in the approximate centerline of existing Bonnie Brae Street (having a variable width R.O.W), and being the northeast corner of a tract of land conveyed to Robert W. Jones Jr., as recorded in Volume 773, Page 5, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, being a common line; THENCE South 88 °38'54" West, leaving said approximate centerline, and along said common line, a distance of 55.27 feet to a point for the POINT OF BEGINNING THENCE South 88 °38'54" West, continuing along said common line, a distance of 4.05 feet to a point for corner; THENCE North 08 °02'38" East, leaving said common line, a distance of 21.59 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 932.50 feet and a central angle of 5 005'42 ", and a long chord which bears North 05 °29'47" East, 82.90 feet; THENCE along said tangent curve to the left, an arc distance of 82.92 feet to a point for corner, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 89 °42'09" East, along said proposed west right -of -way line, a distance of 4.00 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 936.50 feet and a central angle of 5 °06'23 ", and a long chord which bears South 05 °29'27" West, 83.44 feet; THENCE leaving said proposed west right -of -way line, and along said non - tangent curve to the right, an arc distance of 83.46 feet to a point for corner; THENCE South 08 °02'38" West, a distance of 20.92 feet to the POINT OF BEGINNING and CONTAINING 418 square feet, 0.01 acres of land, more or less. (PAGE 1 OF 3 t-AHI II H "F' N88 '38' 54 "E 4.05' ry inieresls ji � o O W ►'N ws JONES FAMILY TRUST ' cu VOL. 773. PG. 55 co'rim D.R. O.C.T. 0- ,,. CONVEYED BY DEED TO - - -, HiG�AIVD PARK Rbeb - - -'- JONES FAMILY TRUST a ; . -- VOL. 4913. PG. 2359 D.R.D.C.T. COMMLNCWG FN0 1/2• -A 4°��i> i FENCE ROBERT W. JONES, JR VOL. 773, PG. 55, D.R.D.C.T. CONVEYED BY DEED TO 2220 S. BONNIE JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. ry inieresls ji � o O W ►'N ws SrIO��IfI ' cu co'rim 0- o Fpm - - -, HiG�AIVD PARK Rbeb - - -'- a w CD O Z 1 S88'40'03 "W 10.35' — ------------------- PGINT -0i -1 ppOS�g6 y1PH Pp't . sop, P 0 p SBB'40'03 "W 35.44' LOT i JEAN M.G. TUNNELL PROPOSED INST. N0. 2012 -69612 R.O.W. D.R.D.C.T. SO< 4 CAA9 �qY 9 ti 6CG 40 O1T l °ojON 2216 S. LOT BONNIE BRAE CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. f: SI 1 � n � m ; v m w n 0 z o Z �¢ ' w Om Z- (S�r J 0= 5'21'11" R= 1063.50' T= 49.72' L= 99.36' Cb= SO5'22'03 "W Lc= 99.33' '40'03 "W 16.04' �3 • �L A= 2.44.1B" R= 1047.50' T- 25.04' L- 50.06' Cb= NOi'23'O0 "E Lc= 50.06' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE, ANITA A. CLEARMAN VOL, 4437, PG. 2213 D.R.D.C.T. PARCEL 17 —SE -2 BEING A 1,272 SQ.FT. /0.03 ACRE SLOPE EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1.e 100' 0 50 100 150 Graham Associates,lnc. ■ CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 78011 (817) 640 -8535 TBPE FIRM. F- 1191/TBPLS FIRM: 101536 -00 DATE: JANUARY 2014 J /Denton /P17 -SE -2 �` - - - -, HiG�AIVD PARK Rbeb - - -'- ; . -- POINT OF COMMLNCWG FN0 1/2• -A i i 2220 S. BONNIE LOT 3A JOHN P. OANSBY VOL. 1554, PG. 969 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —SE -2 BEING A 1,272 SQ.FT. /0.03 ACRE SLOPE EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1.e 100' 0 50 100 150 Graham Associates,lnc. ■ CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 78011 (817) 640 -8535 TBPE FIRM. F- 1191/TBPLS FIRM: 101536 -00 DATE: JANUARY 2014 J /Denton /P17 -SE -2 Page 2 of 3 EXHIBIT A "Property Interests" PARCEL 17 -5E -2 LEGAL DESCRIPTION SLOPE EASEMENT BEING a 0.03 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O. W.); THENCE North 00 °17'54" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 2 °44' 18 ", and a long chord which bears North 01'23'00" East, 50.06 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent curve to the right an are distance of 50.06 feet to a point; THENCE South 88 °40'03" West, leaving said proposed west right -of -way line, a distance of 16.04 feet to a point for the POINT OF BEGINNING; THENCE South 88 °40'03" West, a distance of 10.35 feet to a point for corner; THENCE North 08 °43'18" East, a distance of 133.15 feet to a point for corner; THENCE North 08 °02'38" East, a distance of 120.30 feet to a point for corner, said point being in the north line of said Robert W. Jones, Jr. tract and being in the south line a tract of land conveyed to Jones Family Trust, as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, being a common line; THENCE North 88 °38'54" East, along said common line, a distance of 4.05 feet to a point for corner; EXHIBIT A "Property Interests" Page 3 of 3 THENCE South 08 °02'3 8" West, leaving said common line, a distance of 153.20 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 1063.50 feet, a central angle of 5 °21'11 ", and a long chord which bears South 05 °22'03" West, 99.33 feet; THENCE along said tangent curve to the left, an arc distance of 99.36 feet to the POINT OF BEGINNING and CONTAINING 1,272 square feet, 0.03 acres of land, more or less. PAGE 1 OF 2 1824 S. BONNIE BRAE JONES FAMILY TRUST VOL. 773, PG. 63 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 h...r PROPOSED ?° R.O.W. FENCE ROBERT W. JONES JR VOL. 773, PG. 55 D. R.D. C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL, 4913, PG. 2359 D.R.D. C.T. X NB8 '40 ' 03 "E 89.46' N00 '50' 03 "W 20.00' a interests' JF." i I i x , i M POO 04 W A= 1'04'41" R= 1063.50' T= 10.01' L =20.01 ' 41 f CrNN�f b= 0 L 2 01*31'59"W BB'40'03 "W 51.44' t s SO< 4 cAe9 y9y 9'6 % l 9Ip4, "W SBB'40' 03 POINT OF od MG'H{AND PABF ROAD BEGINNING POINT OF CO NC G m LOT 1 ° m 2220 S. BONNIE BRAG — — — -- -- ti JEAN M.G. TUNNELL ' LOT 3A INST. N0. 2012 -69512 w JOHN P. DANSBY -- -•- — — — D.R.O.C.T. VOL. 1554, PG. 969 2324 HIGHLAND PARK RD MILTON B. BASIS OF BEARING IS NORTH AMERICAN DATUM r SPOUSE ANITA C2213MAN H Pppt,9p P G• SYSTEM, PGA pPC t. o O.R.D.C.T. Sp�'ONp GP p? Za r p7 W O � (ltw W H J 2216 S. BONNIE BRAE > i LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 i ! D.R.D. C. T. SO< 4 cAe9 y9y 9'6 % l 9Ip4, PARCEL 17 —DE -1 BEING A 1,784 SQ.FT. /0.04 ACRE DRAINAGE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS Graham Associates,lnc. CONSULTING ENGINEERS d PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 (Irin, GRAPHIC SCALE 1' =100' 0 50 100 150 DATE: JANUARY 2014 J /Denton /P17 -DE -1 MG'H{AND PABF ROAD POINT OF CO NC G y 2220 S. BONNIE BRAG — — — -- -- ti ~ 1 LOT 3A JOHN P. DANSBY -- -•- — — — VOL. 1554, PG. 969 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD —B3) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —DE -1 BEING A 1,784 SQ.FT. /0.04 ACRE DRAINAGE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS Graham Associates,lnc. CONSULTING ENGINEERS d PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 (Irin, GRAPHIC SCALE 1' =100' 0 50 100 150 DATE: JANUARY 2014 J /Denton /P17 -DE -1 Page 2 of 2 EXHIBIT RXHNbp AA Interests" PARCEL 17 -DE -1 LEGAL DESCRIPTION DRAINAGE EASEMENT BEING a 0.04 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 00 9754" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 51.44 feet to a point for the POINT OF BEGINNING; THENCE South 88 °40'03" West, along said common line, a distance of 88.98 feet to a point for corner; THENCE North 00 °50'03" West, leaving said common line, a distance of 20.00 feet to a point for corner; THENCE North 88 °40'03" East, a distance of 89.46 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1063:50 feet and a central angle of 1'04'41 ", and a long chord which bears South 00 °31'59" West, 20.01 feet; THENCE along said non - tangent curve to the left an arc distance of 20.01 feet to the POINT OF BEGINNING and CONTAINING 1,784 square feet, 0.04 acres of land, more or less. 2of2 IPAGE 1 OF 4 cQ WI ch a �z�yy U EXHIBIT RX "Prroperty Interests" JONES FAMILY TRUST VOL. 773. PG. 55, D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. n rr ROBERT W. JONES. JR VOL. 773, PG. 55, D. R. D. C. T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D. C.T. Jr' i ti it i ' l ii 4 rr ti , t �1 ii if ii FENCE r r�- ; 'X ,r Ir �) N88'40'03 "E 915 24' + i -ADO S88'40'03 "W 893.26' PD0119GN 0 G• So�pe NP.O � Z G p. D 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. ti w Om X C V O t iG a i l - -- ii 4 X f n i m m ` v m w ' ! r 0 0o z �¢ w W � m r < ! > 4'> i W ' N -I 110 q A9O44 POINT OF i C! 0 °V), COM 0NCWG FM 1 n � 30' SITUATE 2220 S. BONNIE BRAE- -' — - -" LOT 3A _ __ JOHN P. OANSBY VOL. 1554 -- 969 D.R.D.C.T. ! D ,—A= 1 '37' OB" R= 1063.50' T= 15.03' L= 30.05' Cb= S01'52'53 "W Lc= 30.05' A= 1.05'40 e R= 1047.50' �' k ' p, T= 10.01' r?s Cb2N00133'41 "E��«�' Lc= 20.01' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE, ANITA A. CLEARMAN VOL. 4437, PG. 2213 D.R.O.C.T. -- - - -- - - HfGHLAND PdR% ROAfi_ ._ _ •_r /•; �I BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —SSE -1 BEING A 28,194 SQ.FT. /0.65 ACRE SANITARY SEWER EASEMENT IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' 0 50 100 150 Graham Associafes,lnc. CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101536 -00 1 of 4 DATE: JANUARY 2014 J /Denton /P17 -SSE -i SB8'40' 03 "W-r 16.01' SBB '40' 03 "W 35.44' LOT 1 JEAN H.G. TUNNELL PROPOSED — INST. N0. 2012 -69612 R.O.W. D. R. D. C. T. 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. ti w Om X C V O t iG a i l - -- ii 4 X f n i m m ` v m w ' ! r 0 0o z �¢ w W � m r < ! > 4'> i W ' N -I 110 q A9O44 POINT OF i C! 0 °V), COM 0NCWG FM 1 n � 30' SITUATE 2220 S. BONNIE BRAE- -' — - -" LOT 3A _ __ JOHN P. OANSBY VOL. 1554 -- 969 D.R.D.C.T. ! D ,—A= 1 '37' OB" R= 1063.50' T= 15.03' L= 30.05' Cb= S01'52'53 "W Lc= 30.05' A= 1.05'40 e R= 1047.50' �' k ' p, T= 10.01' r?s Cb2N00133'41 "E��«�' Lc= 20.01' 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE, ANITA A. CLEARMAN VOL. 4437, PG. 2213 D.R.O.C.T. -- - - -- - - HfGHLAND PdR% ROAfi_ ._ _ •_r /•; �I BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —SSE -1 BEING A 28,194 SQ.FT. /0.65 ACRE SANITARY SEWER EASEMENT IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' 0 50 100 150 Graham Associafes,lnc. CONSULTING ENGINEERS do PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101536 -00 1 of 4 DATE: JANUARY 2014 J /Denton /P17 -SSE -i PAGE 2 OF 4 EXHIBIT AX"PBoperK Interests" ev 4J Al N17 '33' 34 "E r,a aq. JONES FAMILY TRUST VOL. 773, PG. 55, D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D. C.T. ROBERT W. JONES, JR VOL. 773, PG. 55. D. R. D. C. T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 —SSE -1 BEING A 28,194 SQ.FT. /0.65 ACRE 30' SANITARY SEWER EASEMENT SITUATED IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, GRAPHIC SCALE 1 -100, Graham Associates,lnc. DENTON COUNTY, TEXAS D 50 100 150 CONSULTING ENGINEERS do PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 78011 (817) 840 -8535 TBPE FIRM: F- 1191/TBPLS FIRM: 101538 -00 DATE: JANUARY 2014 2 of 4 J /Denton /P17 -SSE -1 Page 3 of 4 EXHIBIT V$' BroperAty Interests" PARCEL 17 -SSE -1 LEGAL DESCRIPTION 30' SANITARY SEWER EASEMENT BEING a 0.65 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O. W.); THENCE North 00 °17'54" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point, for the beginning of a non - tangent curve to the right having a radius of 1047.50 feet and a central angle of 1'05'40", and a long chord which bears North 00 °33'41" East, 20.01 feet, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O. W.); THENCE leaving said common line, along said proposed west right -of -way line and along said non - tangent curve to the right an arc distance of 20.01 feet to a point, said point being in the north line of a 20' Crosstex Easement, as recorded in Instrument No. 2008 - 58200, Deed Records, Denton County, Texas; THENCE South 88 °40'03" West, along said north line, a distance of 16.01 feet to a point for the POINT OF BEINNING; THENCE South 88 040'03" West, continuing along said north line, a distance of 893.26 feet to a point for corner; THENCE South 17 °39'39" West, leaving said north line, a distance of 21.15 feet to a point for corner, said point being the northwest corner of said Lot 1, Solar way Addition, and being in the north line of a tract of land conveyed to Jean M.G. Tunnell, as recorded in Instrument No. 2012 - 69612, Deed Records, Denton County, Texas; THENCE South 88 °40'03" West, along said north line, a distance of 30.52 feet to a point for corner; 3 of 4 EXHIBIT RX"Prroperty Interests" Page 4 of 4 THENCE North 17 °33'34" East, leaving said north line, a distance of 52.85 feet to a point for corner; THENCE North 88 °40'03" East, a distance of 915.24 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1063.50 feet and a central angle of 19TO8 ", and a long chord which bears South 01'52'53" West, 30.05 feet, said point being in the proposed west right -of -way line of said Bonnie Brae; THENCE along said proposed west right -of -way line, and along said non - tangent curve to the left an arc distance of 30.05 feet to the POINT OF BEGINNING and CONTAINING 28,194 square feet, 0.65 acres of land, more or less. 9 4of4 - 1 0 0 1/Z 04 PAGE 1 OF 2 EXHIBIT k^' JONES FAMILY TRUST VOL. 773, PG. 55, D.R.O.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913. PG. 2359 D.R.D. C.T. "All :rty Interests' III F 6o PROPOSED R.O.W. ROBERT W. JONES, JR FENCE X _ VOL. 773, PG. 55. D.R.D.C.T. CONVEYED BY DEED TO — JONES FAMILY TRUST VOL. 4913. PG. 2359 D.R.D.C.T. — X P00�1.9GN PH G SD�pe WP.O c 1 G p. N88'40'03 "E 16.01' 0= 1'04'41" R= 1063.50' T= 10.01' L= 20.01' Cb =N00 *31'59"E Lc= 20.01' S88'40'03 "W 16.00' - POINT OF BEGINNING LOT 1 JEAN N.G. TUNNELL INST. N0. 2012 -69612 D.R.D.C.T. 2216 S. BONNIE BRAE LOT 2 CHRISTOPHER M. WATTS VOL. 5102. PG. 2398 D.R.D. C.T. S�< 4 rAA'9 H,4Y 9OC % l °vl01, i 1 x y i i r n t- rn m v , M z J �r w w ti 0 Z O �o Oi Pi �v ofP. A= 1'05'40" R= 1047.50' T= 10.01' L= 20.01' Cb= S00'33'41 "W �? Lc= 20.01' SBB'40'03 "W 35.44' r 2324 HIGHLAND PARK RD MILTON B. CLEARMAN 6 SPOUSE. ANITA A. CLEARMAN VOL. 4437, PG. 2213 D.R.D.C.T. cc J \\ `N PARCEL 17 -UDE -1 BEING A 320 SQ.FT. /0.01 ACRE UTILITY & DRAINAGE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS Graham Associates,lnc. (.; CONSULTING ENGINEERS & PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/1BPLS FIRM. 101538 -00 GRAPHIC SCALE 1-100' 0 50 100 150 DATE: JANUARY 2014 1 of 2 J /Denton /P17 -UDE -1 HIGHLAND PARK $A.T1D J; / POINT OF ', `=f CO NCI G FNO 1/27,1 A ATE "' --- 2220 S. BONNIE B - -' LOT 3A JOHN P. DANSBY VOL. 1554. PG. 969 D.R.D.C.T. , BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. PARCEL 17 -UDE -1 BEING A 320 SQ.FT. /0.01 ACRE UTILITY & DRAINAGE EASEMENT SITUATED IN THE O.S BREWSTER SURVEY, ABSTRACT NO. 56, DENTON COUNTY, TEXAS Graham Associates,lnc. (.; CONSULTING ENGINEERS & PLANNERS 800 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/1BPLS FIRM. 101538 -00 GRAPHIC SCALE 1-100' 0 50 100 150 DATE: JANUARY 2014 1 of 2 J /Denton /P17 -UDE -1 Page 2 of 2 EXHIBIT RX$' Broperty Interests" PARCEL 17 -UDE -1 LEGAL DESCRIPTION UTILITY & DRAINAGE EASEMENT BEING a 0.01 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Robert W. Jones, Jr as recorded in Volume 773, Page 55, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 1/2 inch iron rod, said point being the northeast corner of Lot 3A, Solar Way Addition as recorded in Cabinet H, Page 44, Plat Records, Denton County, Texas, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 00 °1754" East, along said existing west right -of -way line, a distance of 348.97 feet to a point, said point being in the south line of said Robert W. Jones, Jr. tract, and being the northeast corner of Lot 1, Solar Way Addition, as recorded in Cabinet B, Page 196, Plat Records, Denton County, Texas, being a common line; THENCE South 88 °40'03" West, leaving said existing west right -of -way line and along said common line, a distance of 35.44 feet to a point for the POINT OF BEGINNING, said point being in the proposed west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 88 °40'03" West, along said common line, a distance of 16.00 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 1063.50 feet and a central angle of 1'04'41", and a long chord which bears North 00 °31'59" East, 20.01 feet; THENCE leaving said common line and along said non - tangent curve to the right an arc distance of 20.01 feet to a point for corner; THENCE North 88 °40'03" East, a distance of 16.01 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1047.50 feet and a central angle of 1 °05'40 ", and a long chord which bears South 009341" West, 20.01 feet, said point being in the proposed west right -of -way line of said Bonnie Brae Street; THENCE along said proposed west right -of -way line and along said non - tangent curve to the left an arc distance of 20.01 feet to the POINT OF BEGINNING and CONTAINING 320 square feet, 0.01 acres of land, more or less. P. 2 of 2 7'w 1 21 1'r EXHIBIT A "Property Interests" PAGE 1 OF 2 \ \ \ \ \ EXISTING ACCES$ ES4T N16'52'17 "W VOA. 4913, PG. 2359 31.13' i�_ .- _— _— __ — .- _ -.. EXISTING ACCESS ESHT -� VOL. 4913, PG. 2359 D.R.D.C.T. -144 BERNIECE K. JONES 6 ROBERT W. JONES VOL. 773, PG 63, D.R.D.C.T CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. I 1820 -1822 BONNIE BRAE I- TRACT 19 SCOTT BROWN I INST. NO. 97- ROO47097 D.R.D.C.T. I S88'37'43 -W 58.23' POINT OF i �Tr - POINT 0�` - --------- - - - - -- Tr COMME% &G- WIUOWWOOD STRSST� i PND 3/0, L R (VARIABLE WIDTH A.O.W. 1. 1J�__�JJ J.�___ ui �o HFsGINNiNG 488'37'43 "E 172.17' S88 37'43 "W 162.94 I ' 1 i I I t � w ti BERNIECE K. JONES 6 .} � I ROBERT W. JONES VOL. 773, PG. 63, I w i D.R.D.C.T. CONVEYED BY DEED TO I m JONES FAMILY TRUST I ; VOL. 4913. PG. 2359 D.R.D.C.T. I w _ t �W++o 0 ` w n I PR Q fa Iti a BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1963 (NAD -83) STATE PLANE COORDINATE SYSTEM, TEXAS NORTH CENTRAL. 1 0 i 9x ( 3 ( ow En ( Ala a E!� ' I I I ; t 1 1 , l S00 '21 ' 57 "W 30.01' 2315 WILLOWWOOD ST. ELI7A T. SHOCKLEY INST. NO. 2005 -74299 D.R.D.C.T. ---------- P17 -TAE -1 BEING A 5,027 SQ.FT. /0.1154 ACRE TEMPORARY ACCESS EASEMENT nn SITUATED IN THE O.S. BREWSTER SURVEY ABSTRACT NO. 56 Q Graham A ENGINEERS teLANNER DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' CONSULTING ENGINEERS Ac PLANNERS o 50 loo 150 600 Six FLAGS DMVE. SUITE 500 TOM flFW: �17� < 015�0o DATE: AUGUST 2014 J /Denton /N1 / -iut -1 Page 2 of 2 EXHIBIT A "Property Interests" PARCEL 17 -TAE -1 LEGAL DESCRIPTION TEMPORARY ACCESS EASEMENT BEING a 0.1154 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed to Berniece K. Jones and Robert W. Jones as recorded in Volume 773, Page 63, and conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found 3/8 inch iron rod, said point being the northwest corner of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, and being the intersection of existing east right -of -way line of Bonnie Brae Street (having a variable width R.O.W.), and the existing south right -of -way line of Willowwood Street (having a variable width R.O.W.); THENCE South 16 °48'05" West, leaving said intersection, a distance of 105.24 feet to a point, said point being the northeast corner of said Jones tract, and being in the southeast corner of Tract 19 as conveyed to Scott Brown, as recorded in Instrument No. 97- 80047097, Deed Records Denton County, Texas, being a common line, and being in the existing west right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 88 °37'43" West, leaving said existing west right -of -way line, and along said comrnon line, a distance of 58.23 feet to a point for corner, being the POINT OF BEGINNING; THENCE South 00 °21'57" West, leaving said common line, a distance of 30.01 feet to a point for corner, said point in the south line of an existing 30 foot Access Easement, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas; THENCE South 88 °37'43" West, along said existing south easement line, a distance of 162.94 feet to a point for corner, said point being in the existing east right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE North 16 °52'17" West, leaving said existing south easement line and following along said existing east right -of -way line, a distance of 31.13 feet to a point for corner, said point being in the north line of said Jones tract and the south line of said Brown tract, being a common line; THENCE North 88 °37'43" East, leaving said existing east right -of -way line, and along said common line, a distance of 172.17 feet to the POINT OF BEGINNING and CONTAINING 5,027 square feet, 0.1154 acres of land, more or less. P �� :.cwt■ PAGE 1 OF 3 EXHIBIT A "Property Interests" STATE OF TEXAS DOC.NO. 2005 - 105600 C.C. R.O.C.T. TRACT III S87 '52' 30 "E 31.20' ROBERT W. JONES VOL.642, PG.86 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. POINT 0 FND 1 /2-IR W \ . � W 0 \O �\ 31� \` i� i\I i \I I i i\ O I� 0 o \ o ru w i - O I� o m w i \i cc'n \i . H_ (\� \i tCDSi A i MATCHUNE BEGINNING G n I- 2 y r y O rm ¢, ov s Z� 9 y o -n �9 O YO BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1 WAD -83) STATE PLANE COORDINATE PARCEL 17 —TAE -2 SYSTEMEM, , TEXAS NORTH CENTRAL. BEING A 43,324 SQ.FT./ 0.9946 ACRES 30' TEMPORARY ACCESS EASEMENT [nn SITUATED IN THE O.S. BREWSTER SURVEY, GRAPHIC SCALE 1 -x100' 7al Graham Associates,inc. ABSTRACT NO. 56 CONSULTING ENGINEERS PLANNERS 0 50 Soo 150 eoo stx FLAGS DRIVE, !;LATE aoo DENTON COUNTY, TEXAS ARLINGTON. TEXAS 76011 (817) 640 -8535 TBPE FIRM: F- 1191/78PLS FIRM: 101538 -DO DATE: AUGUST 2014 PAGE 2 OF 3 EXHIBIT A "Property Interests" MATCHLINE PAGE 1 ROBERT W. JONES VOL.642. PG.B6 D.R.D.C.T. CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. O I "' O I\ p WI iv I� RI W I\ - o \\ o M W � � `\\ �' I\ (ten ( IN BERNIECE K. JONES 6 ROBERT W. JONES VOL. 773, PG 63, D.R,D.C.T CONVEYED BY DEED TO JONES FAMILY TRUST VOL. 4913, PG. 2359 D.R.D.C.T. LATTIMORE MATERIALS CO. DOC.NO. 97- 0071447 C.C.R.D.C.T. TRACT THREE N88 °44'24 "E 251.59' G 0 0 G �o rm v � cP o� v 2 O -ri S8B °44 ' 24 ' W ?91.001 \ i f j ! I ! i .y I I I 1 40 C4B 7 4eBFr� 3 A'9y ,o��leC OCT 6C0. 1814 S, BONNIE BRAE LOT 2. BLOCK A JOE ABBEY TRACT 18 JIM BLAKE HARRELL. VOL. 1151, PG. 328 O.R.O.C.T. rp O 75 —S16 °5B' 36 "E 31.17' XISTING ACCESS ESHT VOL. 4913. PG. 2359 D.R.D.C.T. BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE PARCEL 17—TAE-2 SYSTEM, TEXAS NORTH CENTRAL. BEING A 43,324 SQ.FT./ 0.9946 ACRES 30' TEMPORARY ACCESS EASEMENT [nn SITUATED IN THE O.S. BREWSTER SURVEY, GRAPHIC SCALE 1'-100' n aGraham Associates,lnc. ABSTRACT NO. 56 CONSULTING ENGINEERS do PLANNERS 0 50 100 150 600 S3X FLAGS DRIVE, SUITE 5G0 DENTON COUNTY, TEXAS ARUNGTON, TEXAS 78011 (817) 844 -8535 TBPE FIRM: F- 1191/T13PLS FIRM: 101538 -00 DATE: AUGUST 2014 PAGE 3 OF 3 EXHIBIT A "Property Interests" PARCEL 17 -TAE -2 LEGAL DESCRIPTION 30' TEMPORARY ACCESS EASEMENT BEING a 0.9946 acre tract of land situated in the O.S. Brewster Survey, Abstract No. 56, Denton County, Texas, being a portion of a tract of land conveyed by deed to Robert W. Jones, Jr as recorded in Volume 642, Page 86, and a portion of a tract of land conveyed to Berniece K. Jones and Robert W. Jones, as recorded in Volume 773, Page 63, both tracts are conveyed by deed to Jones Family Trust, as recorded in Volume 4913, Page 2359, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a found 1/2 inch iron rod for corner, being the northeast corner of said Jones Family Trust tract and the southeast corner of a tract of land conveyed by deed to the State of Texas, as recorded in Document No. 2005 - 105600, County Clerk Records, Denton County, Texas, also being in the west right -of -way line of the Gulf - Colorado & Santa Fe Railroad (a variable width R.O.W.); THENCE South 13 °47'30" East, along said west right -of -way line, for a distance of 210.88 feet to a point for corner; THENCE South 00 °32'30" West, leaving said west right -of -way line, a distance of 945.95 feet to a point for corner, said point being the southwest corner of a tract of land conveyed by deed to Lattimore Materials Co., as recorded in Document No. 97- 0071447, County Clerk Records, Denton County, Texas, being a common line; THENCE North 88 °44'24" East, along the conmion line of said Lattimore Materials Co. tract and Jones Family Trust tract, for a distance of 251.59 feet to a point for confer, said point being the southeast corner of said Lattimore Materials Co. tract, and being in the west right -of -way line of said Gulf - Colorado & Santa Fe Railroad; THENCE South 16 °58'36" East, leaving said common line, and along said west right -of -way line, for a distance of 31.17 feet to a point for corner; THENCE South 88 °44'24" West, leaving said west right -of -way line, a distance of 291.00 feet to a point for corner; THENCE North 00 °32'30" East, a distance of 973.14 feet to a point for corner; THENCE North 13 °47'30" East, a distance of 215.66 feet to a point for corner, said point being in the north line of said Jones tract and the south line of said State of Texas tract, being a common line; THENCE South 87 °52'30" East, along said common line, for a distance of 31.20 feet to the POINT OF BEGINNING and CONTAINING 43,324 square feet or 0.9946 acres of land, more or less. — P M.L PETERSON Wwq /��`'l " City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S115 -0011, Version: Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, on first reading, confirming and approving a Boundary Adjustment Agreement, with the City of Corinth, Texas, adjusting a mutual boundary of the cities not exceeding 1,000 feet; providing for severability; and providing an effective date. BACKGROUND The applicant, Greg Edwards, representing Stewart Gee, is requesting a city limits line boundary adjustment. The purpose is to allow for the development of a single family residential development consisting of eight (8) lots. On November 21, 2014, the City Council approved a detailed plan for 1.37 acres located within Planned Development 12 (PD -12), see Exhibit 2 Approved Detail Plan. A small portion (0.29 acres) of the subject property is located between the city limits line of Denton and Corinth and Winston Drive. The purpose of the boundary adjustment is to move the city limit line to the south along Winston Drive, so that the entire subject property will be located within Denton city limits, see Exhibit 3 Site Survey. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION Staff recommends approval of this boundary adjustment request. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 5/1/2015 File M S115 -0011, Version: 1 1. November 21, 1972, City Council approved creation of PD -12 (No Ordinance); Z -1169. 2. February 20, 1973, City Council annexed and zoned site to Agricultural "A" district (Ord. No. 73 -5); Z- 1169. 3. July 17, 1979, City Council rezoned site from Agricultural "A" district to PD (Ord. No. 79 -50), Z -1402. 4. April 15, 1980, City Council amended permitted land uses and development standards in PD -12 (Ord. No. 80 -36), Z -1445. 5. January 19, 1982, City Council approval of Wimbleton Village, Phase 1 plat 6. April 15, 1986, City Council approval of a revision of the concept plan, permitted uses and development standards for PD -12, designating the subject site as "Cluster Housing" (Ord. No. 86 -81), Z17 -06. 7. November 21, 2014, City Council approved a detailed plan for 1.37 acres located within Planned Development 12 (PD -12). FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS 1. Letter from the Applicant 2. Approved Detailed Plan 3. Revised City Limits Line 4. Boundary Adjustment Agreement 5. Ordinance Respectfully submitted: Aimee Bissett Interim Director of Planning and Development Prepared by: Ron Menguita DRC Administrator City of Denton Page 2 of 2 Printed on 5/1/2015 Exhibit 1 Wednesday, July 16, 2014 Cindy Jackson City of Denton 215 E. McKinney Street Denton, Texas 76201 RE: Winston Addition — City Limits Line Adjustment Dear Cindy: 16 2 If A IIV IP4 II )A 'C C) ll ?CT "'c)I'�II)I III,, 1I ,A (940) 482-290`7 I III II (940) 482-6214 II °' X www.GEES.us Attached is an Exhibit `A' showing the portion of the property that is within the City Limits of Corinth that we are asking the City of Corinth to release so that it can be annexed into the City of Denton. The City of Denton City Limits line cuts through the 8 proposed single family residential lots which would leave a portion of the front yard of the proposed lots within the City of Corinth City Limits per the latest maps. The proposed City Limits Line adjustment will allow the future home owners to receive a single tax bill on their lot which should make the administration and collection of the required taxes more efficient. Per our discussions with staff from both municipalities, Winston Drive will remain in the City of Corinth, while water, wastewater and electric service to the lots will be provided by the City of Denton. The proposed City Limits Line Adjustment would not change the proposed single family residential use of the property. Surrounding uses include vacant floodplain areas to the north and east, vacant property zoned for single family residential uses to the south and east and existing single family residential uses to the west. We met with the Corinth Development Review Committee this morning and Fred Gibbs, Planning director for the City of Corinth indicated that they would be preparing the City Limits Boundary Adjustment Agreement to present to the Corinth City Council. Per my discussion with Ron Menguita this morning, it appears that you should be able to get this agreement before the Planning and Zoning Commission by 27 August, 2014. If this is not feasible, please let us know as soon as possible so we can make arrangements to process the Final Plat through the City of Corinth. Brian Lockley \ \WackoAz- driveASENT RECORDS \1400 - 1499 \1462 \LT08 Cindy Jackson City limits adjustinent.doc Sincer ly, Greg El7ards, P. E. CC: Stewart Gee, Fred Gibbs, Ron Menguita, Brian Lockley Enclosures: City Limits boundary Adjustment Exhibit `A' \ \WackoAz- driveASENT RECORDS \1400 - 1499 \1462\ET08 Cindy Jackson City limits adjustinent.doc Exhibit 2 N huff ���: if 0 d Nµ Im N2S a E " �93jx p I s " Y V } r i � I A - ���tiT I �wrn con m 0 z to CD of I � (�M.,w.�. WOOD A / LgKE II _ f m OaNE m Vij x g 00 m z �. � y. pn k- 3 1 rnI� tl IIO� O I. x +s rI 6 IOD ,IOEw�x §gu p � �m 201.16' 00 0 W o 0. 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(> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 Exhibit 4 ORDINANCE NO. 14- 08 -21 -30 BOUNDARY LINE ADJUSTMENT AGREEMENT THIS AGREEMENT is made and entered in to by and between the CITY OF DENTON, TEXAS, hereinafter referred to as "Denton ", and the CITY OF CORINTH, TEXAS, hereinafter referred to as "Corinth ". WHEREAS, pursuant to §43.031 of the Texas Local Government Code, Denton and Corinth desire to adjust their boundary line; and WHEREAS, the land affected by this change is less than 1,000 feet in width; and WHEREAS, the governing bodies of Denton and Corinth find that adjusting their mutual boundary is in the public interest. NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises expressed herein, Denton and Corinth agree as follows: SECTION I. Future Mutual Boundary Denton and Corinth hereby agree that their future mutual boundary shall be as described as the "Revised City Limits Line" in Exhibit "A ", which is attached hereto and made a part of hereof by reference. In this regard, each waives, releases and relinquishes its jurisdictional rights to the other with respect to the side of the Revised City Limits Line that is located in the other City's future territory as described on Exhibit "A ". It is expressly agreed that this waiver and release shall only operate in favor of Denton and Corinth, and shall not constitute a waiver or release of any right which Denton and Corinth may be able to assert against another municipality. SECTION II. Jurisdiction over Connections and Connectivity along Winston Drive Developments within Denton's adjusted city limits which front the Revised City Limits Line shall comply with Denton's subdivision regulations and standards, specifically including, but not limited to, development standards and design criteria which prescribe the necessity and location of connections to the Winston Drive. However, Corinth shall retain exclusive jurisdiction and control over Winston Drive, and the design, construction and permitting of any connections thereto, including those connections required by Denton for subdivisions within Denton's city limits. Corinth shall not unreasonably withhold permits or permanent (as appropriate) connection to Winston Drive. Upon satisfactory completion of such connection(s) to Corinth's specifications, Corinth shall notify Denton's City Engineer, and such notification shall be considered by Denton as satisfactory of the connection requirement. ORDINANCE NO. 14-08-21-30 Winston Drive Page 2 of 5 SECTION 111. Severability Should any provision of this Agreement be declared void by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. SECTION IV. Approval by Governing Bodies Denton and Corinth represent to each other that their respective governing bodies have approved this Agreement by ordinance or resolution as set forth below. SIGNED this - day of . � � ___ . . .... _', 2014. CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffiffi APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY APPROVED BY DENTON ORDINANCE NO. ORDINANCE NO. 14- 08 -21 -30 Boundary Adjustment — Corinth—Denton Winston Drive Page 3 of 5 ' °� 1TY OF CORINTH, TEXAS I_. RUGGIERE, IR ATTEST: K PEN CI, CITY SECRET ARY APPROVED AS TO LEGAL FORM: ki�" DEBRA A. DRA 'OV11 "ClI�, TI" " ATTORNEY 5 o w 0- c Aso z P Z z -2 < 8 - - N . -.5; E -2 00 E C9 8. 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(> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 o Z W o :i 6 dUz 'o 0 uj z W Z W 0 0 -It O uj, WQ<, 2!:) 01 < ww o xut L Q IV_ld aGd 'M'O'H'09 alA2dONOO Le 0� M �- O DARRI 3)qvIC]OOM U) 'i SO (D z = co y b 0) = a �o < LO 1., 0 1 6 00 1 z .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 ORDINANCE NO. AN ORDINACE OF THE CITY OF DENTON, TEXAS, CONFIRMING AND APPROVING A BOUNDARY ADJUSTMENT AGREEMENT, WITH THE CITY OF CORINTH, TEXAS, ADJUSTING A MUTUAL BOUNDARY OF THE CITIES NOT EXCEEDING 1,000 FEET; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ( "Denton ") and the City of Corinth ("Corinth ") (each individually referred to as "City" and collectively referred to as the "Cities ") are adjacent and neighboring municipalities that currently share common boundaries and are empowered by State law, the Constitution, and their respective Charters to establish their corporate boundaries; and WHEREAS, the Cities desire to amend their mutual boundary as set forth in that certain Boundary Adjustment Agreement attached hereto as Exhibit "A ", and incorporated by reference as if set forth at length herein (the "Agreement ") which confirms and adjusts their respective corporate boundaries; and WHEREAS, Section 43.031 of the Local Government Code allows cities to enter into mutually agreeable boundary changes if the width of the area does not exceed 1,000 feet; and WHEREAS, the governing body of Corinth has approved the form of the Agreement and has duly executed the same in Exhibit A; and WHEREAS, Denton's City Council finds that the Agreement and the adjustment to the mutual boundary is in the public interest for the health, safety and welfare of residents; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby confirms and approves the Agreement attached as Exhibit A and authorizes the Mayor, or his designee, to enter into the Agreement on behalf of the City of Denton, Texas. SECTION 3. This Ordinance has been twice read after published notice in compliance with Denton City Charter Section 1.03 prior to its passage. SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be unconstitutional or unlawful, such holding shall not affect the validity of the remaining provisions of this Ordinance. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CHRIS WATTS, MAYOR Exhibit A ORDINANCE NO. 14- 08 -21 -30 BOUNDARY LINE ADJUSTMENT AGREEMENT THIS AGREEMENT is made and entered in to by and between the CITY OF DENTON, TEXAS, hereinafter referred to as "Denton ", and the CITY OF CORINTH, TEXAS, hereinafter referred to as "Corinth ". WHEREAS, pursuant to §43.031 of the Texas Local Government Code, Denton and Corinth desire to adjust their boundary line; and WHEREAS, the land affected by this change is less than 1,000 feet in width; and WHEREAS, the governing bodies of Denton and Corinth find that adjusting their mutual boundary is in the public interest. NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises expressed herein, Denton and Corinth agree as follows: SECTION I. Future Mutual Boundary Denton and Corinth hereby agree that their future mutual boundary shall be as described as the "Revised City Limits Line" in Exhibit "A ", which is attached hereto and made a part of hereof by reference. In this regard, each waives, releases and relinquishes its jurisdictional rights to the other with respect to the side of the Revised City Limits Line that is located in the other City's future territory as described on Exhibit "A ". It is expressly agreed that this waiver and release shall only operate in favor of Denton and Corinth, and shall not constitute a waiver or release of any right which Denton and Corinth may be able to assert against another municipality. SECTION II. Jurisdiction over Connections and Connectivity along Winston Drive Developments within Denton's adjusted city limits which front the Revised City Limits Line shall comply with Denton's subdivision regulations and standards, specifically including, but not limited to, development standards and design criteria which prescribe the necessity and location of connections to the Winston Drive. However, Corinth shall retain exclusive jurisdiction and control over Winston Drive, and the design, construction and permitting of any connections thereto, including those connections required by Denton for subdivisions within Denton's city limits. Corinth shall not unreasonably withhold permits or permanent (as appropriate) connection to Winston Drive. Upon satisfactory completion of such connection(s) to Corinth's specifications, Corinth shall notify Denton's City Engineer, and such notification shall be considered by Denton as satisfactory of the connection requirement. ORDINANCE NO. 14-08-21-30 Winston Drive Page 2 of 5 SECTION 111. Severability Should any provision of this Agreement be declared void by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. SECTION IV. Approval by Governing Bodies Denton and Corinth represent to each other that their respective governing bodies have approved this Agreement by ordinance or resolution as set forth below. SIGNED this - day of . � � ___ . . .... _', 2014. CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffiffi APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY APPROVED BY DENTON ORDINANCE NO. ORDINANCE NO. 14- 08 -21 -30 Boundary Adjustment — Corinth—Denton Winston Drive Page 3 of 5 ' °� 1TY OF CORINTH, TEXAS I_. RUGGIERE, IR ATTEST: K PEN CI, CITY SECRET ARY APPROVED AS TO LEGAL FORM: ki�" DEBRA A. DRA 'OV11 "ClI�, TI" " ATTORNEY 5 o w 0- c Aso z P Z z -2 < 8 - - N . -.5; E -2 00 E C9 8. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -347, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Electric Administration ACM: Howard Martin, 349 -8232 Date: May 5, 2015 SUBJECT Consider approval of a resolution appointing a member of the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency representing the City of Denton, Texas; and declaring an effective date. BACKGROUND Chris Watts has served as one of the two Directors appointed by the City of Denton to the Texas Municipal Power Agency (TMPA) for the last two years. His term will expire July 18, 2015. After careful consideration, the Council has invited Chris Watts to serve for an additional two year term as a Director for the City of Denton on the TMPA Board. Mr. Watts has accepted the invitation for re- appointment. The term for which he is re- appointed will commence effective July 18, 2015 and end on July 18, 2017. Pursuant to concurrent Ordinance No. 75 -22, TMPA requires that a resolution be passed by each member city that supports the nomination of a Director to the TMPA Board of Directors. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Chris Watts was originally appointed to the TMPA Board in October 2009. EXHIBITS 1. Letter from TMPA concerning Chris Watts 2. Resolution City of Denton Page 1 of 1 Printed on 4/22/2015 EXHIBIT 1 �1 SERVING THE CITIES OF BRYAN, DENTON, GARLAND rS [-.-aREENVILLE April 7, 2015 Mr. George Campbell, City Manager City of Denton 215 E. McKinney Denton, TX 76201 RE: TMPA Board Member Appointment Dear Mr. Campbell: Our records indicate that Chris Watts' term as a Member of the Board of Directors of the Texas Municipal Power Agency expires on July 18, 2015. The City of Denton will need to reinstate Mr. Watts or select a new member to serve for the next 2 year term. After the City Council reaches a decision on this matter, please send me a certified resolution or certified meeting minutes specifying the person selected to represent your City on the TMPA Board of Directors. Your cooperation is appreciated. Sincerely, Tracy Sfracener Assistant Secretary TMPA Board of Directors Cc: Bill Cheek Chris Watts Phil Williams TEXAS MUNICIPAL POWER AGENCY P.O. Box 7000 BRYAN, TEXAS 77SnS -7000 (936) B73 -201 3 EXHIBIT 2 RESOLUTION NO. R2015- A RESOLUTION APPOINTING A MEMBER TO THE BOARD OF DIRECTORS OF THE TEXAS MUNICIPAL POWER AGENCY, A JOINT POWERS AGENCY, REPRESENTING THE CITY OF DENTON, TEXAS; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the term of office of Chris Watts, City Council Member of the City of Denton, Texas as a member of the Board of Directors of the Texas Municipal Power Agency ( "TMPA ") will expire on July 18, 2015; and WHEREAS, the City Council of the City of Denton after due consideration has selected Chris Watts, a Member of the Denton City Council of the City of Denton, as well as President of the Board of TMPA, for re- appointment for an additional two -year term to the TMPA Board of Directors, both positions he has held with distinction; and WHEREAS, effective on July 18, 2015, the City Council hereby re- appoints Chris Watts as a member of the Texas Municipal Power Agency Board of Directors; NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Pursuant to the terms and provisions of concurrent Ordinance No. 75 -22 of the City of Denton, Texas, Chris Watts is hereby appointed to an additional two -year term of office as a Director representing Denton on the Board of Directors of the Texas Municipal Power Agency, his term of office beginning on July 18, 2015 and ending on July 18, 2017. SECTION 2. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _m mm 52015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By. V1 t"O City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: HL15 -0004, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 1109 West Congress Street, legally known as Lot 2 (all), Lot 6 (n25' of w75'), Block 4 of the High School Addition, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). BACKGROUND On December 8, 2014, the Historic Landmark Commission considered a preliminary application for this site, and agreed that the applicant should proceed to a final application. Per the 1996 survey, the house was constructed in 1925 in the Tudor Revival style. The criteria for Historic Landmark Designations are provided in Section 35.7.6.4 of the Denton Development Code: 35.7.6.4. B. In making the designations as set forth in subsection A of this section, the city council shall consider but shall not be limited to one (1) or more of the following criteria: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; 2. Recognition as a recorded state historic landmark, a national historic landmark or entered into the National Register of Historic Places; 3. Embodiment of distinguishing characteristics of an architectural type or specimen; 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city; 5. Embodiment of elements of architectural design, detail, material or craftsmanship which represent a significant architectural innovation; 6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif; 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style; 8. Archeological value in that it has produced or can be expected to produce data affecting theories of historic or prehistoric interest; City of Denton Page 1 of 3 Printed on 5/1/2015 File #: HL15 -0004, Version: 1 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the city, state, or United States; 10. Location as the site of a significant historic event; 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city; 13. Value as an aspect of community sentiment or public pride. The applicant has provided an application (Exhibit 3) which includes their assessment of the importance and benefit of the subject property to the community, and how they believe the property meets the above criteria. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny 4. Postpone consideration. 5. Table the item. RECOMMENDATION April 8, 2015, Planning and Zoning Commission recommended approval by a vote (7 -0) to designate 1109 West Congress Street, HL15 -0004. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 1. April 8, 2015, Planning and Zoning Commission recommends approval of the final application for historic landmark designation of 1109 West Congress Street. 2. March 9, 2015, Historic Landmark Commission approves the final application for historic landmark designation of 1109 West Congress Street. 3. December 8, 2014, Historic Landmark Commission agreed that the applicant should proceed to a final application. FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS 1. Staff Analysis 2. Location Map City of Denton Page 2 of 3 Printed on 5/1/2015 File #: HL15 -0004, Version: 1 3. Application 4. Notification Map 5. Site Photos 6. March 9, 2015 HLC Meeting Minutes 7. April 8, 2015 P &Z Draft Meeting Minutes 8. Ordinance Respectfully submitted: Aimee Bissett, Interim Director of Planning and Development Prepared by: Cindy Jackson, AICP Senior Planner/ Historic Preservation Officer City of Denton Page 3 of 3 Printed on 5/1/2015 STAFF ANALYSIS Staff has reviewed the application and the assessment provided by the applicant, and finds that it meets several of the criteria for Historic Landmark Designations, including: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; Information provided by the applicant demonstrates that the property has contributed to, and continues to contribute to, the heritage and culture of the city. The house was purchased by Silas Arthur "Jack" Blewett in 1927. Mr. Blewett was associated with the Denton Milling Company (aka Blewett Mill and Elevator). R.T. Harpool purchased 1109 West Congress (subject site), in 1933. R.T Harpool and his sons founded the Harpool Seed Company, which included the site of the Blewett Mill and Elevator, in 1938. It was then located at the Southeast corner of McKinney Street and Bell Avenue. Harpool Seed subsequently grew to become one of the "top ten lawn and garden suppliers in the nation ". The Harpool sons became very active in the community. Tom Harpool served on the DISD school board for 13 years and was involved with the development of public services in the city. Harpool Middle School located in Lantana was named for him, and the Tom Harpool Water Treatment Plant was dedicated in 2008. Josephine Harpool, a co -owner of Harpool Seeds with her sons, was also active in the community. Many social functions held in the house were documented in the Denton Record Chronicle (DRC). Some of her recipes were published in the DRC can be seen in Attachment B of this application (Exhibit 2). 3. Embodiment of distinguishing characteristics of an architectural type or specimen; Constructed in 1925, the home exhibits many characteristics of the Tudor Revival style such as half timbering on the gables, leaded glass windows on the front of the house in the elongated diamond pattern, a steeply pitched roof, and a large chimney placed prominently on the front of the house. 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city. The house was built by H.F. Davidson, who also constructed the Quakertown House, currently the Denton County African American History Museum, the Martin - Russell house (811 West Oak Street), and the Denton Women's Club building located at 610 Oakland. 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; Per the applicant's narrative and exhibits included with the submittal, the Harpool Family was important business and civic persons within the City of Denton. PUBLIC NOTIFICATION Eighteen (18) public notices were sent to property owners within 200 feet of the subject site, and seventy -four (74) courtesy notices were also sent to residents within 500 feet of the subject site. As of this writing, staff has received two (2) responses in favor to the proposed designation from property owners within 200 feet of the subject site representing 10.8% of the land in the notification area. DEVELOPMENT REVIEW TIMELINE Date Action Business Days Business Days out under HPO Review to Applicant Date of January 20, 2015 Application Project Created January 20, 2015 in ProjectDox Date 1st January 20, 2015 Submittal sent to HPO HPO schedules February 5, 2015 12 days application for the December 8, 2014 HLC meeting. Total Business Days 12 days City of Denton Historic Landmark 1109 W Congress DCAD Legal description: High School Addn Blk 4 Lot 2(all),6(n25' Of W75') Present use: Residence; NR3 Zoning Name of owner(s): Christopher Voci & Jae -Jae Spoon Address: 1109 W. Congress, Denton, TX, 76201 Phone number: 940 - 473 -1344 / 940 - 473 -4076 e -Mail: civociAgmail.com / jjspoon23Agmail.com �� +__­I_ �J� -S Signature of applicant Signature of owner (if different from applicant.) Original Construction Details: 1) Date(s) of construction: 1924 2) Original owner's name: George W. Morrell 3) Detailed history of this address and the people associated with the home (Attachment A) 4) Documentation to verify this history (Attachment B) 5) Architect (if known): Unknown 6) Builder (if known): H. F. Davidson 7) Architectural Style: Tudor Attachment A: Narrative on the history, owners and knowledge of this structure When was it built, by whom with dates birth /death, dates lived there, what is known about the owner, did this owner alter the house and if so how, and details of interest. The lot was originally platted in January 1917 by C. Lipscomb, Jr. as part of the High School Addition. Lipscomb, a realtor, bought the land that would become the High School Addition. Lipscomb sold three lots (Lots 1, 2, and 6) to George W. Morrell. Two lots faced on Congress and one faced on Fulton. The Morrells (living at 1118 Egan) contracted with H.F. Davidson in September, 1924 to build a house on Lot 2 by the end of the year. The house was to be a brick veneered, one - and -a -half story house with eight rooms with an English roof. (Book ML, Volume 006, Pages 120 -121). The design of the house has many elements of a Tudor house, including a steeply - pitched front - facing gable with wing, decorative half- timbering, a prominent chimney, and round - arched doorways (McAlester 449 -452). The agreed upon price was $6500, which is equivalent to about $90,000 in 2014. The Morrelis paid H.F. Davidson $2500 up front. In March, 1925, the balance due to Davidson was paid off with a mortgage. H.F. Davidson built several prominent buildings in Denton between 1900 -1930, including the Quakertown House (dedicated as the Denton County African American History Museum in 2008, the Martin - Russell House (811 W. Oak, designated a Texas Historic Landmark in 2007), the Denton Women's Club Building (610 Oakland, designated a Denton Historic Landmark in 2008) as well as other houses in the neighborhood, e.g. 1108 W. Congress (recently designated as a Denton Historic Landmark). (See b and Bolz and Bolz 2010) In January, 1927, the Morrelis contracted with T.D. Wynn to build a brick veneer garage, put in a concrete driveway, a back fence and to make changes to the upstairs rooms. It is not clear if the Morrelis ever lived in the house. (Book ML, Volume 008, Pages 1 -3). Shortly thereafter in April, 1927, Silas Arthur "Jack" Blewett purchased the house. Blewett, son of G.H. Blewett, was involved with the Denton Milling Company (most likely also known as Blewett Mill and Elevator), with his brother, Emerson K. "Pete" Blewett. The building burned on July 1, 1928 (DRC 7/2/28). Most likely due these financial troubles, the Blewetts sold the house to C.O. Richards, of Barton Realty (see DRC 5/14/29). Interestingly, R.T. Harpool was hired to run "the financially failing mill, the Blewitt [sic] Mill and Elevator" shortly after moving to Denton from Hebron with his family in August 1928. The mill was located on what later became a part of Harpool Seed (Thurman, 15). As far as we can tell, this would have been on the SE corner of McKinney and Bell. Richards and his wife, Octa, owned the house for a little over 2 months, selling it to Wayne and Mattie Freeman, on May 31, 1929. We suspect that it was a 'flip.' Wayne Freeman owned Freeman Oil Co. with his brother Fred (see DRC 3/5/32 and Freeman Freeman Oil Co. v. Lyman, 10/8/38). The Freemans lived in the house until July 1933, when they sold the house to Robert Thomas (R.T.) Harpool, Sr. and Josephine S. (J.S.) Harpool, who had moved to Denton in 1928 and were living at 1100 Panhandle (see Thurman 15 and DRC 7/10/33). R.T would only live in the house for 14 years; he passed away in Aug. 1947. Josephine would live in the house another 31 years, until her death in Oct. 1978. The Harpools raised three sons in the house (Robert Thomas, Jr. (Tom) (1918- 2009), Albert E. (1920- 2001), and Walter Sheridan (Pinky) (1922- 2007). In 1938, R.T. and his sons founded Harpool Seed. Over the years, the company expanded significantly. In 1963, the company went into the bulk fertilizer business. In 1974, Harpool Seed bought the Robert Nicholson Seed Company in Dallas, which gave them access to the Dallas and Fort Worth markets. Six years later, the company expanded into Oklahoma by purchasing the Muskogee Seed Company (Thurman 30 -34). By the 1980s, Harpool Seed was "among the top ten lawn and garden suppliers in the nation" (Tom Harpool obituary, DMN 6/14/09). The Harpool sons were very prominent and active members of the community over the next 50+ years (see e.g. "Harpool Section" of DRC 2/15/52). Tom served on the Denton Independent School District Board for 13 years (from 1961 -1974) and as president for 4 years (1969- 1973). He was very involved with the development of public services in Denton. Harpool Middle School was established in 2008 in Lantana and named after Tom. The Tom Harpool Water Treatment Plant was also dedicated in 2008. In their later years, Tom and Pinky were both recognized by Congressman Michael Burgess in remarks recorded in the Congressional Record (see CR 3/17/05, E467; CR 2/5/07, E252; 5/3/08, E841). In addition to owning Harpool Seed with her sons, Josephine was a very active member of the community and hosted many functions at the house over the years. Many of these events were covered in the Denton Record Chronicle. Her recipes were also included in articles in the paper (see, e.g. DRC 1/30/49; DRC 11/22/64). After Josephine's death in 1978, the three sons sold the house to Bruce and Kandice Cates, who would live in the house until 1989. It was this time, that the portion of Lot 6 was added to property. In an affidavit of heirship, the three Harpool brothers stated that Lot 6 had been fenced as a horse lot when they moved into the house in 1933. They further stated that their parents, R.T. and J.S., had built the stone wall with wrought iron fence, which enclosed some of Lot 6 with the rest of the backyard of the house. Although no exact date was given, the stone wall and fence had been there for at least 25 years in 1978. Consequently, the Harpools had obtained ownership of that portion of Lot 6 by adverse possession (Book DR, Volume 922, pages 335 -342). The Cates then sold the house to Joe Prickett Jr. and Anja Lutzka Prickett, who would transform the house. They added central heat and air conditioning in 1992 (Book RP, Volume 3151, Pages 213 -218). They also significantly expanded the second -floor living space of the house in 1994. The description of the work includes "SHEETROCK, TAPE & BED WALL & CEILING IN DEN, TAP {SIC} & BED KITCHEN AREA, REPLACE SHOWER WITH LARGER SHOWER PAN, TIME FLOOR & WALLS AND NEW GLASS DOOR ENCLOSURE, TILE BATH FLOOR, NEW PEDESTAL SINK, 2 BOOKSHELVE UNITS, TRIM DEN WINDOWNS & DOOR, CARPET, AIR CONDITIONING." (Document # 31069, page 6). Pharr Gary Construction completed the work. In May 2007, the house was on the 28th Annual Altrusa Home Tour (see DRC 5/18/07). Shortly thereafter, the Pricketts sold the house to Ross Geideman and Kimberly Winson, who lived in the house with their three children until April 2013, when they sold the house to CJ Voci and Jae -Jae Spoon. Sources Referenced Bolz, Jim, Tricia Bolz and Denton County Museums. 2010. Denton County. Denton Record Chronicle, various dates. Dallas Morning News, Robert Tom Harpool Jr. Obituary. June 14, 2009. McAlester, Virginia Savage. 2013. A Field Guide to American Houses. New York: Alfred A. Knopf. Texas Land Records, Denton County, various dates and documents. Thurman, Nita. 2008. Tom Harpool: A Life Well- Lived. Old Alton Press. Attachment B: Documentation to verify importance (support for Attachment A). Attach copies of newspaper articles, government records, historic references, photographs, Internet sites and other discovered materials with record of source via footnotes Attached is a sample of the many documents that we consulted in our research. The list of documents attached are: Burgess, Michael. 2005. "Extension of Remarks: Recognizing Tom Harpool for His Endless Community Service." Congressional Record. E467. City Property for Sale by C.O. Richards of Barton Realty. 1929. Denton Record Chronicle. May 14. Pg. 7. Fry, Jasmine. 1949. "Mrs. Harpool Says 'You Have to Love To Love to Cook'." Denton Record Chronicle. January 30. Cook Book Supplement, 5. "Harpools Featured in Special Section." Denton Record Chronicle. February 15. Pg. 1 "Harpool Section." 1952. Denton Record Chronicle. February 15. Pg. 11. "Heavy Loss in Denton Mill Bldg." 1928. Denton Record Chronicle. July 2. Pg.1 "Mrs. Harpool Adds This -That for a Meatloaf That's Moist." 1964. Denton Record Chronicle. November 22. Section 3, page 2. Real Estate Transfer from Wayne Freeman to R.T. Harpool. 1933. Denton Record Chronicle. July 10. Pg. 6. March 17, 2005 CONGRESSIONAL RECORD — Extensions of Remarks her community she was awarded the 1998 American Red Cross Spectrum Award and she also received the 1999 WNBA Entrepre- neurial Spirit Award. Dawn Staley is an outstanding athlete, coach and inspiration. She is a champion in the truest sense of the word. RECOGNIZING TOM HARPOOL FOR HIS ENDLESS COMMUNITY SERV- ICE HON. MICHAEL C. BURGESS OF TEXAS IN THE HOUSE OF REPRESENTATIVES Wednesday, March 16, 2005 Mr. BURGESS. Mr. Speaker, I rise today to commend Tom Harpool, from Denton, Texas, in the heart of the 26th Congressional District of Texas, for his dedicated service to the com- munity. Tom Harpool makes helping his community a high priority in his life. He has spent so much of his time dedicated to assisting others in throughout the community. From education to banking, Tom Harpool has made a dif- ference in our lives. In 1954, Mr. Harpool began the first of six terms on the Denton Independent School Dis- trict Board of Trustees serving as its board president from 1969 until 1973. Mr. Harpool has also been a part of the United Way of Denton County, Boy Scouts of America, 4—H Club and Saint Andrew Presbyterian Church for years. In addition, Mr. Harpool has served on the boards of a local bank and savings & loan before becoming a board member of the Upper Trinity River Authority. In his own, Mr. Harpool has become a "Master Gardener" and enjoys sharing this hobby with the community through a gar- dening organization. He has been an active member of the Kiwanis Club for over 50 years and dutifully served on their board. Mr. Harpool has even dabbled in politics by being an active supporter of many candidates in both local and national races. I am proud to represent Tom Harpool —a man who has given so much back to his com- munity. Mr. Harpool's advice, council and sup- port to the community, whether directly or indi- rectly, over the years, are certainly something for which to be thankful. I am grateful that can represent such wonderful citizens like Mr. Harpool. TRIBUTE TO TEMPLE BETH JACOB ON THE OCCASION OF THE SEV- ENTY -FIFTH ANNIVERSARY OF ITS FOUNDING HON. ANNA G. ESH00 OF CALIFORNIA IN THE HOUSE OF REPRESENTATIVES Wednesday, March 16, 2005 Ms. ESHOO. Mr. Speaker, I rise today to honor Temple Beth Jacob as it celebrates the 75th anniversary of its founding. As the oldest congregation on the San Francisco Peninsula, Temple Beth Jacob stands as a testament to the long tradition of involvement of the Jewish community in the religious and public life in the Bay Area. Founded in 1930, Temple Beth Jacob was the first Jewish religious institution created be- tween the cities of San Francisco and San Jose. Its membership today is burgeoning with a vibrant congregation of more than 450 fami- lies from throughout the Peninsula to worship, to learn, and to strengthen both the Jewish community and the Bay Area community as a whole. The congregation is led by Rabbi Nathaniel Ezray, who is now in his tenth year as the head of this congregation. Over the years, he's demonstrated a sincere commitment to translating the lessons of faith into actions that will benefit the community. In a 1995 inter- view, he said, "What's compelling for me is the social justice of Judaism. I want our con- gregation to respond together to domestic vio- lence, AIDS, black- Jewish relations. My pas- sion is teaching, but the pulpit allows me the opportunity to teach in many different ways and to create meaning and relevance." He lives with his wife, Mimi, and their daughter, Emily, and son, Ethan, in Redwood City. In the decades before Rabbi Ezray began at the synagogue, Rabbi H. David Teitelbaum led the congregation at Temple Beth Jacob for 38 years. Under his leadership, the congregation grew from only 100 active families to its present size of nearly four times that number. A longtime advocate for civil rights, Rabbi Teitelbaum traveled to Selma, Alabama in the 1960's to march with Dr. Martin Luther King, Jr., believing that the history of persecution of the Jewish people creates in them a special obligation to protect the human rights of all. He continues to serve as a beacon for the community and his former congregation in his current role as Executive Director of the Board of Rabbis of Northern California. Temple Beth Jacob has a long tradition of coordinating with other religious institutions in the Bay Area to provide vital services to the community at large. In addition to providing a school and a pre - school to the community, Temple Beth Jacob's efforts have helped to house the homeless through the Interfaith Homeless Network and feed the hungry through the Urban Ministry's "Breaking Bread" program. They are annual cosponsors of the Martin Luther King observance in Redwood City, and have hosted the event over the years. All told, Temple Beth Jacob is a model of dedicated community action. Mr. Speaker, I'm proud to honor Temple Beth Jacob as it celebrates its 75th anniver- sary. After three quarters of a century, Temple Beth Jacob remains a source of pride for the Peninsula, and promises to be a center of our community for decades to come. UNITED STATES AND RUSSIA ENERGY DIALOG HON. PETE SESSIONS OF TEXAS IN THE HOUSE OF REPRESENTATIVES Wednesday, March 16, 2005 Mr. SESSIONS. Mr. Speaker, much atten- tion has been paid to the recent conversations President Bush and President Putin have had about democracy. Less attention has been paid to their other discussions regarding mar- ket economics, supply and demand, and U.S. energy security. Although there are varying ideas in Amer- ican political discourse about the proper role of government, in the post- September 11th E467 world there can be no disagreement that our government's main concern is security of American citizens. National security discus- sions usually focus on threats to public safety, but I would like to call attention to a less -no- ticed facet of American security: the impor- tance of our energy security. One of the great strengths of our nation is our access to afford- able, reliable energy. Safeguarding that en- ergy security means ensuring that access to energy continues. In earlier Administrations, energy policies concentrated on lowering the United States' increasing dependence on imported oil. But the oil embargo of 1973 changed America's approach to energy policy. The focus shifted to reducing dependence on other countries to meet our energy needs and to minimizing the economic impact of future oil disruptions. The measures put in place (enhanced energy effi- ciency, increased industrial fuel switching ca- pabilities, decreased use of oil for power gen- eration, and others) altered America's use of energy by decoupling energy growth from GDP growth and decreasing our average en- ergy intensity, important factors in making the U.S. less vulnerable to oil supply disruptions. Other measures such as developing strategic stocks (building and filling the strategic petro- leum reserve, or SPR), developing inter- national institutions to respond collectively to energy disruptions, and diversifying the sources of oil imported into the United States have brought more certainty and stability to the energy market. While energy security poli- cies have not stopped oil disruptions (nor stopped the growth of oil imports which are at 58 percent of to day's consumption) they have enhanced our ability cope with disruptions while limiting economic and market impacts. Diversifying the sources of energy refers to both fuel and geographic diversity, as well as work to develop other types of energy sup- plies. Increasingly, America is looking to im- ports of liquefied natural gas (LNG) to fill the supply gap with diverse, reliable, long -term supplies as United States demand increases, domestic supplies decrease and imports from Canada stabilize. The Bush Administration has identified liquefied natural gas (LNG) imports as one important way to decrease our over- dependence on a small number of countries. Russia plays an important role in both gas and oil markets, as the location of the world's largest gas reserves and the world's largest producer and exporter. In the international oil market, Russia is challenging Saudi Arabia as the largest crude oil producer. The Bush Ad- ministration recognized Russia's increased im- portance in energy markets, and launched an energy dialogue in May 2002 to enhance United States investment opportunities in Rus- sia and to enhance Russian opportunities for energy trade with the United States. Results under the Energy Dialogue have been mixed. American company investment opportunities in Russia have been dampened by recent events. Despite President Putin's at- tempts to mollify the international investment community by indicating that Russia is open to foreign investment, the Russian investment environment has deteriorated through actions undermining the rule of law and contract sanc- tity such as renationalizing oil assets and lim- iting bidding on strategic leases in oil, gas, and mining sectors. U.S.- Russian oil trade, however, has been stymied through lack of Russian infrastructure (a deepwater port that MAY I4. INS e,es 1,�,� U►�' (PRINTING ASS o�� HAFFIT RAG .ND ENUia43NU Cirboe .Paper IYHmeograpn CMYO MISCELLANEOUS APARTMeNTS rt1OfE00IV11114 rBOhB CL4NNIrmO An* To I M 'HON* YO AD TO MW RK NY=CMN ;SURGEONS FHDNE 365 ipr rm'ut yr 110, 245 P e nlehedl roPbmm9 GOLDEN 0- 1NF -11- UeNeloue 5 wtxvr+l ,':,,rav u UYGIO'n llru4 k L, H.OIJ.AND 19 ,e,gp a aRr4e0a nn6 r,nble. mN68 ei -w Ste - ,r en n morn np �t P Iva eba[I�ana RCSB Kr. u.t. vronc iNZ. vis x. n4 -� emmo°- anrt3r�BAG� DI[ODt 901. 3fN re a6o a 14rz �IDU i. P[n w.. Rao *1 {. 6wE I T �R° u 1e nn. IB2C, tOltl�mobliC mvrm. µ,1z RRNT Pur P [ evt kR t-OURi EN. DENTISTS he m Y 50 Hell:•+ u D OmP4o PutYF.R D. n a t -CUI D. P�aRU Jun REENT A FORD O6 At All., 3o FOR RENT T Q IL Ih Lc, e, t Ud else Ul,1 ueWat� o ieOeRuAN- one f H. Howell, n O * T o NTr+s o s. 1Mem.n DHH R a ]40WB.L - 16t.a elm 3t. 237 aawune 16t. 2(a Irtic In .totes. 'Ux 1'183 W Maple Bt. 23b FOR TnEE uua 1 rdk 11 Y U snuy'h,N ,: dl 480. T Ox :ENT -3 -room epaKm "nt cunveplenen, itl. 206 Eaet Oak 29tl nu[GD BIYR PROVe 841 IV. B. HAW2.CY; D D. 8 al" anotl loft. HRllatvR. Phone 94. a6 t--loss, Wave el,vpp NC) ,: vin permanent uuve e5. AI work Rnaka t •a. lam w. RlrhOq' fit rcer nt el;lr barber BLnp. 23k MR RENT -T -room oot,I.bea do- -alru College. ° � " "` 12T5 -J. 238 CHfROPODIST3 DtrIH TAYLOR, real feces rhlro- tF e u tr o I nvu TWO aTT,`e,'ZE nertmenm W sT nWMder°t the -Ti 8a1.E. Pnctk. nmlteapto the f6eL. 1fM Hmoot -OBRU HIaR. Dona KrUpY KrIr.U)POLaWI PO�5hi3�e Ouo'n c' ion ono iimne,vlba. a,mY P. n25; m r. Call 815 -W. OSTEOPATHS FURNIs11ED •rxREe evnth DR. C. H. HARCOCi hn mnYV•'hure, , .r t. Geroge. 615 N. w , PbonC 554 v235 819 Smoot -Cwta Bla9. !Donn Rn i40, HOm. 848. -41tL 'in rot all Hilt lcxee �+ elePhane Travektr.,U Ourae,e, t -fl ObeNg rPry ' RNe. ecHnn 4 i ENT mIth do w w- SPECIALI rll WANTED I -. - - -- reoAe L9,AEe1neD na To .» UUT• OUR WAY NANT@0. -TO Prnah f0[ oominR lieN. oa Blar. PMne 9a wa 16H. na iii enr r: ae )e 1[able for OOliry ra - "ta,tDOx 2W. Lcwle�lle. 290 Iwnams� I jqb one „edranm IY r�'b�rt brg. P„ 4O 'z36 u a�4 - ✓e y0U waNieD l.000 n eta za'�_ iecx 9L0Cl _rO cur � VoU loy„IerizO� ehunKe. � o va ea r,er ue die �'ji 5• �c�? � wANTRD w[, um to R 1 housexOrY. Phone C29 W. OC3 23. I ` ` Jl ertetln �eRM1iie CORSETIERE9 YMI�11 s mIl tEDw�O n ow . o�1a ° "' a "A& slaw n t Ares k 4 ya rve c e35 Mar. One Jozen po "aw�a g?a T4 Whenever you want quality, -' - _ �✓ i > - /rte l.f_F� AHTm, A. B.. MAD- DHamn 4 Lt. Noce Thms�. these IV•,o w n ,aoVC � I to o'd Wo Dra��� I Yrlcea ressormble � +3f6t Teaee� Phwe i7 a 49 - -' Save Money an Your Fire Insurance by 1n.ur MLR the OM Rellnble oa Blar. PMne 9a wa 16H. I, In F rot " n m' 6 °` ` iih loom !lot mu re a +pnR A oe- Owner. P. O. Dux ,Z1. ➢xnnx. a v2. LOST AND FOUND PDDNH CW991FIED aU9 TO 1{{ NURSES - We store' anything, and AA mnmm Hove rz, LORT - -PIbk Vn10ea ed TFxns Hetdx'kreDM +Ivey. f®.his J4Rrl noise. to :tutu- Plwve 964. 248 M N (.[,NCR I Cn:I Sot )'ohAt tl jmpk„rgere, Plc '0 ¢V p)r Y uL Nwstrl'11 o 41ft Phone 1a60- Jr'for reanrtl. 294 PROne Z-0 Drntnn t' . Itlnk Blar, IUATIJf. a 41p W. �'na E°PI Pe91 ho 8N5L11. a35 "Ice Books for Sale. �Y Ht. Ph... 1090 -J. deriwrt rce ca. ° rt16 Y234 °v v eau F na Phone 27 CORSETIERE9 a. Rv ePBC1u ap !1,, • nnnth nr s mIl tEDw�O n ow . o�1a ° "' a "A& ARL Reny- ReRp'terea cotae- Mar. One Jozen po "aw�a g?a t 3 Rentla PhcOe °I 235 Whenever you want quality, No w. alcanrr. r na rases, rn Bsr. rya, s.m,o sunnrn. lOhor 34T. F<werd. nationally advertised foods. i We carry all vegetable =. USIC TEACHERS nn, R ]dEMBER d., °r r LODGES n rI1telHlA IsRANC* T!f[eQ M Pi.ea t o o f P R Ppp'd 1 aht K V lee 1p�� T�.rl v 8 t R30AWO li and fruits IR 9CffS011. 1901 W. O.t TeleODV 968 Chlp.s- 1 : e t J V O o C nay 6ho,, en[vn a d I 25a t R H P P' 1llVVllrY)``✓✓ppr� WO deliver }'011t' orders 1f a hurry, too. PonC ac s.a:.,,P p�� pp�pCmr 31NEJO YIOLLI01! 470 GV' Furniture 6 Ph P.Rn. cui�ntcr PnPe[ a nR. ga r.. ROOMS AND BOARD Evans APT li1Pheoe 12 ",ith Wy'0 ROOM6 FOR boy.. 613- - Turner & GVaM rpm w -Pro eL 1L.'IYanONSbortlnnd. PI" l¢6anep43 y - -k. al:,°Ok'EOUiCnbye afor Baker Ilr¢rs If A°51rM.b305 me, ALL form. ma u- Ana uP- Pi ne. 12a3. Iwa.t ion °at n' w a sue else: am eoP'4 LOAN 119 ceanr at. PROVe 106. T. E. HISIT- A. A. "HOUSES FOR RENT 81 a.pr a°xeane• Oh2 CI..ABRIF1eD ADa 1 To HCONOMY FU[CN[To t BTORt H.LwoeO e-.- to ntry H.R FOR t:frf -7 -rmm a+ac ck.+ PROVe ImT. h 2 bin [ Teaches College. PnonC 121823a - 1v_:1ON8 Coree4 .vn . ocW Re1L. r Mn. ealwa, ph. ^.B4, Ia1B Douvnr. POUA ROOM fivune. I t0 pry month p �vd PPDOlnterJ Oeo. M. No O c- Owner. a3,i ALL ftRa08 -nvW to -. _ _ µ 9rOR RENT -New 0 -mom hvu.e.- Rara Leh Ana ones- CALL US Porch Chairs ' Very comfortable and made For Your Storage of strong, durable material. Problems Not cheap and flimsy. We'll - We store' anything, and be glad In show you. Priced have plenty of room. very remomtble. Woodrum Truck Lines 'Morrel -Fritz Furn. Co. Phone 45, Denton. West Side Square. If You Want Ice 'f you want a good 9rOR RENT -New 0 -mom hvu.e.- Rara Leh Ana ones- i¢24 02 PRINTING CO. ' Delivered to Your Home . ;e, d No wn 1 Ana a a35 FOR SA��MISC• TCI 'IKI k1I WATCH 111.1 Co Ct -(Itif, Dtt,G,i -\ Smooth Call 276. i �I7Nne cl A. 1RB{ 8011var. Phone :151 -N. 1924 Hord L° I CARD OF THANES running, cagy cutting REN'C- aloaelm svno hnuae tea °bra n D -a. sacs una mat a3B worm °lo „%i =b - "Ice Books for Sale. set Ph 2T5 _u. [ol nd : E1 l�fnc)aRV 1- ,'Lavin Mower see what we have to Sunday delivery for those desire,, it. 140R REHT N e mpm wtleRe 410 s4rova st n ¢ manned v9ycamo[o FOR 2 S L M a 99 rt. coo offer you. The price in who i{ clere ,Id. 218 W 254 Ilfmm, r�wocult,va[or cod b p^ 11. all ^oV�'tH. AttraCtlVe January CC tlfu 5 -mom Lun- Ralogr+. 4 blocks of TeachersE Cvl- =. m rttlnar). Brn Fr..:. ^ 31538', }r >.h hir. re Mdems,aM mn,iG p1 A, r Naty ova 225 W, Oak St. Old Fire Station on West 1v� HOU e°hee InI ooa Om,ro. built J. P. MAGEE 238 Yarbrough Bros. Oak. cek[ altovv W33t PonC ac s.a:.,,P Furniture 6 Ph srttbgea. 825 Per month. Phono 235 i¢24 02 PRINTING CO. Satisfactory Service - -- PCR RENT houses t urr. 5399 2 dw,r: TCI 'IKI k1I WATCH 111.1 Co Ct -(Itif, Dtt,G,i -\ Under the same manage - Qr, .wtgNS 5D� _ F :Y Au D= rlret emte B.nk BItlR. Phone 1924 Hord L° I 2:45, tl BB =- ee ca MAN TO RENTON t for almost sixteen PDA AE!V1'-- 6-tw000r hmisn n R lR 19,a , Nl= )'CAPS i6 ill(', record of our year Denton Plumbing Co. g DvI1C Lb %Rnon� `sew" 9O0m ° nooe mg°C{TY te�aino ncr -.11 ., re, cyst a .ng and repairing. agency. - Let us enlist as one of Piumbingof the Better Kind. BO zbt [LI:ORGE F-P.ITZ leleRphov" end a0 W lvhury. you our many satisfied cestom- PROPERTY3 c •, we will appreciate Phone 520. "y OPERTY�ev OII to II .. R L_ }OUr bnfi1DCS 225 W, Oak St. A 1 r eas zed m 1 b Y 6 \� J. P. MAGEE e ta R P O.IkOR J L "� W M- aJ LOenel R hsrtlM 484.. 236 6 Ph Grnetal Ivsu Shoes -Bit loan nllF.- 61x - -1 rC TOhousen OR SALE -O,µr i O_ Lks t TtM a e. 8rnea4 Cain, r T 23G North ElunF v o Sr Fort s-'00 np sha 9 -'-= -r Ciub3 POR RN1.x rg tr.e NM, 8J-! ne z 3 JOl4 wC a3 HALF N7 WHO WANTS to tot- " 'd I vni' little YR H C P: 34 W" 1 a a H.0 o d IIIIwre00ull -W I a b h. h IMiopla 199°J D[ulw. w e eu pa I y R- E Sport mraet -t{8 p� TerurbYi[reUes c v1Ph 0 Maw `lark '133 .1. a35 ,�rnl i C 258. M2'14 POULTRY nnEtl Ica cceum PO a Pn x'un Inre na° BY wILLIJ4MS `BALDWIN When you want to move nousehold goods or freight of any kind. Brownlow & PRINTING CO. 1T MA'.CES OLD C,r2C!1`�`!�`, r�ssJr1.II-UL 208 SOUTH ELM STREET NCRV WI N!% vvu T 1. oRTo 10 m:NTON �to a5-,B :t 1136. L08, 6:35, TCI 'IKI k1I WATCH 111.1 Co Ct -(Itif, Dtt,G,i -\ Rani Fasts. Qr, .wtgNS 5D� _ F :Y Au D= Garage Service LOW RIATES 2:45, tl BB =- ee ca MAN TO RENTON t tr�.3h % \1 The Boston Store GC�SO MDr,ICRE on all make cars. Welding, Nl= overhauling, starter and gen- 1'r -fiAN HE/� EAO Aerato, nurk. Battelycharg- , rr C d .ng and repairing. I l� 1 GOOD PRINTING ML 114 Is our Specialty. Hill Bros. Garage Phone 234, Does Your .Money Vork Hard Enough i .m extra with Us 14 w corn T-,U 8 ,rr cent a venr and Isveafe. Imtull- roe pnrua[�,Iarsmme. can er wntc ;t it RB:XTD.1' nVul,IIIS' A' ev nnvl -4 ,rtls RInR. Le If You Need Any sheet metal work about the house, just call 710, M. N. Gay's \' . Tin Shop. v 219 W. Oak St. -- rompt service and a reason- able price. ROSS PRINTING CO. When you want to move nousehold goods or freight of any kind. Brownlow & •vcry t�iniL. rr4....,. Yv [� ] 1 Coach Schedule i neNTON' TO I11RT R4nRT)1.3o, Leave DBntT n[ our '4t n9B. S SPECIAL Shirt Value `��j�j `{S1I.lY1P.1 T 1. oRTo 10 m:NTON �to a5-,B :t 1136. L08, 6:35, 98C Rani Fasts. PpxiON, AltRnal•W ANR PARIS Leave OCrttov at ft:00, 8:46, 11:48, ;I glish broadcloth, sises 11 0 17 1 ?... LOW RIATES 2:45, tl BB =- ee ca MAN TO RENTON t tr�.3h % \1 The Boston Store tun. la, 1 rrurball 11:88, 0'91. 698. iTE4RO1211. O4INESYe,LH 6 ao, Sells for Less. Far Ir+Lemrhan n9crn a +pv- e'1, 1-1-a round LrtH of - $1.25 to Dallas 0 20, 9'95 ra yB 3 aa, GAAeNU "r To 3 „al' aROao 1 s ins et 8:95. 1t:46. 1N.teYTll'l)a1L , rr C d DAL 49- DFATON- OALYaNt nJ•H , ' Let Us Supply You Real -1- a. eve R a City, Farm, Auto With Isar T" spy, hpila. ImPfnre pr ran. Gam, Oils and Tires sbl•. Our ronnactions make, rt pos- e t° remee.r y,a real beryl e- - see e Ivy ire hewer ti- of Crescent Filling SatiOn Rani Fasts. 204 W. Oak. Phan* 88, Herbert B. Wilson v 'aE"I . SENU "H1M q CHECK 2o6 Wrirht Bldg. Phone 61 Ilry Night 12821 6mLLlt fiound tun. la, 1 rrurball WN P0B AgD- yonE- oaLAnoau Id" HEAKN51.4T5 THE MAN FROM THE HE JUST TH15 MlNOTE 0' WAN t1%sO(%kAON S WONOER IF LE F.T 0.G TFR NEApLY BANG \NL POP COULO'HPVE. FORGOTTEN TO VAY THIS A L NT -Tr HE HAS, IWF L THE vI ek DUWN: NO. 1 OID D AHSWER 10"aEI -L 1F N T 1a 7 Qs5 c ' T HE'S IT'3 PAST 9UT.WELL,NOw'THA YW'HAVENT PA \O WM 50UPNDERELI EVERY NICKEL 11 NA EON THATCOPPER MINES t514HT A5 WELL v 'aE"I . SENU "H1M q CHECK 4ET.U5LO TO WONT PNSWER OC7DGInGwcR C THE vt IR flTORS 1 SIHPLV !1 : 6mLLlt fiound tun. la, 1 rrurball 1190 v2.Ok14:fOt tl. C,al at 6:30 B:aO. ac LL an ay AgD- yonE- oaLAnoau Id" It I 11 J 'I I [h H�una I Tory L 'I S t 1 D '90. 490 113D. 330 Am W L 8 16. lo:4fi 1:16. 1f Imr a Laves 4a1 1a:1 nt 425 0. 1 �I Txedelr fh -I Is. R'LS 356 b Ur o nt °60 on • x r. Ii,vlt, 9.OB �5 gm5 f d aryet,IN^IC 6mLLlt fiound tun. la, 1 rrurball 1190 v2.Ok14:fOt tl. C,al at 6:30 B:aO. rr Texas Leave Ardmore aL 7:00, 10:10, 190, 3:as, 020, e:a5. s ins et 8:95. 1t:46. 1N.teYTll'l)a1L s:Ba,'s�co�a'ao. iB:co. 0:311, r Dall.e 8:46 �1 et0�4tt5�5:19, B'10. 11:10. Railway BO 1: mlrei Trtm -II-ol On leleRphov" end a0 W lvhury. The Creditors Close In - TH'INSTALLMENT GO aH,TnAVENT 1150)N THE THPT'S THE THIhG TO DO WHEwIIHAD 11AN. YESYES-L "� RANK! THAT TRIP TO COLORADO No \tEA L WAS iHA? L0W 1'LL GET A rCRGOT. I'LL CALL //7 nND THE SSUDO 1 `OCKED tN TRAT rrjp OF HUNeREO FR015 HENk`I TvTE. THEM RIGHF UP CDDPER CLPIM VCT A K \MN IN MY ) HC 5 A 4Oo0 FRIEND OF MINE. iU51 CHF. ar. I VE [,DtTP GET SOME OTHFR DAY HE WAS TELLING. tM HO'W MUCH VELD LET ME THINK - HE CLEANCD UP ON A LITTLE DE AL REAL ESTATE 3U -' we�{F% - - �.. 7♦y 1 ��1yjj - i�.•r. mLenerricu lit a� °atlnlei en�ner ` PQ, _ '�� 'rW - 910 Ash 6t. Phan a35 1431.` ES.CHANC ILY G 1 < !f - l H U 1 � ,.r o rr 'sacral - .._...._... 2H Ycnm yy _ r N 19 h LIVESTOCK I • L , Wv ar ua or a--BY BLOSSER FLtE.CKLES AND HIS FRIENDS "? S. I. Self Motor CO. Striving Onward - - ---� w, L vPN,NQZ F.REM,.N, 4u t•,, T'M aEOa�,;.Nlil>J� IM WED utnl'r,ND oRMSSO'�r` n moern , c V ?N,I5 PIaPSEIMIa^ItT A` +V+ =`1 7£LL ME WHAT < r<Y TVST TNIt+KS TAA7 ENDS IT- `L16 W. Hickory. n r br a an 1V.5 BEEN mEOnr' STRANGE 7711NGS HERE AND i'.W y InosenY,Rr lhlwp en nor Do." o RDGINDES RIGHT S kNpW 4DAN- 03L 6ED b Sk U D AS YOU "w, DIDN'T 2 I {E a 1F n rot > 011 a A`OW - TaESE- MYSTERIOUS StR RIDERS MOST ElE(ry WEEK A MR 07MSSY1 Telephone 2 nr better n se rice m ur RUS- rLEA"i WNO pqE RUNNN16 taFF 7k15 IS $7RIGTLy pT OT TER CREEK'-' AS LEAVC -y U CN4 T,J4N FRECIeLES SRO 464 REING �A menus, . ra V vlsttacO6 a Wtrli a,Q e/4TRE SHOULD 8E co NRDENTIAL HE'S pool ,,'AN AERE,L IN `!t9)R. TI E AND _ ON U.15 WA! u�RE T•z •i ''r { PuMlO serrlce. C¢LAS,IT -IM WONOERINS IF VAN 'i JUST I SChtnita)Unienak^ng u., �u ALLOWED T'WANT NONE of 7 Y A hl 1 MlR '01. 101 0a, o, PAS. ,.'SUE µl5. UTMOST GAEi - S oO TaINI NA lDT ` t OVT MCf.'E ABWT a I• o z 2+ w. PA TH6 TRAIL OF OST _ MY R'JSIUF.SS, BUT I l 1 DA 15101 xe mire WT kIDB PoR rrninFt �t Over Your House a Ton of Machinery Your property is increasingly exposed to the peril of falling airplanes or part - pl l'or S NO ne insure vole for three years against berorning thn i . le 3 vic- tim of Property damage accldant all ud .fed k y one of he ever increasing 1 1 bet of these h P of the T r Is n prudent to neglLLt in-ran" .)!ain't: Ihlb new peril bl .,4ur homey RAMEY & IVEY j rhone 54. __., Insurance. f All Binds, W OC: x MRSo HARPOOL SAYS You Have-10",, Lo'* e To Love," to Cook sm U. =t 4 or 5 pound chicken cooked until the meat falls from the bones, mid cut fine, D 2 cups diecd celery 2 tablespoons green peppers 2 tablespoons onions Cook in 2 cups water or juice qq of chicken. Put a, box of spaghetti in slowly and then combine chick- 0! en, spaghetti, and celery mixture y in sauccpaii and mix with I can ,f, of mushroom soup. Garnish with n pimiento, cheese, 'and stuffed ol- ives, Mrs. ITarpool started cooking I e when she nutTriM and finds that c constant practice is iniportant in good cookinV, especially in bread making. Spoon bread. a Harpool favorite, is one of the breads for which Mrs. Harpool stays in prac- 1_­11­__.________ n from cooking is collecting English bor,e coffee cups. Her mother sends her sorne from time to rime from trips to Canada. Mrs. Miller began her collection when she wits near Canada in Detroit, Michigan. COOKING FOR THOSE SHE LOVES-­'Mrs. R. T. 14ar. pool serves lemon pudding that she has just frozen. Mrs. Harpool also enjoys making spoon bread and chicken. Tetrazini for her family and friends. a?� 1 l I. ;ant 011, roxaf, Miss Your Copy? (tale ZggO BNWeee DENTON RECORD-CHRONICLE � Wj�ATHER S to 7 Weekday's Cloudy sled Crider and S to 9 a.m. Sundays - 610NARCII BORNE TO RESTING PLACE The glen hall tar the way to float burial ceremonies at Wintlsnr carriage drawn by sailors of the Royal Navy bear s the Castle today (AP ki°irephota is radiophoto from L'.7 body of King George VI from London's W stminster don) ROUND Kin g Burl�ecl Request For ABOUT . Powers TOWN At Windsor Faces Fight Be R. J. Ieab) EDWARDS WIN 11 5 0 A, Bcg. I..— Brit- Jolla in the funetal at St. Gearge's VASHINGTON 1M — President said farewell to Gwl'gc VI to- chapeL of Windsor Palace. 'There Truman'. request for far 'caching Wvich Iherefare', for ye know day to s gre o [pouring of sorrow t a tire Duke If Windan who s a. I mreslfgative powers far Newbold not who hour your Lori shall ful grandeu end buried him bete a king himself w: en he )aid AIGI'rls, his gave[nmenl cleanup eenr'.— hlatmcw 24:42 nt Wine— with A hymn of iii- Grange V to rest here tl8 PruseeutOx, today faced prnspecis years a3o, of rough We saeuitl fry to nova out a - . -phone faith. There were W'ms(.. Churchill, the g Suet^ on Capitol Hill. ants in order all the time. Elizabed, It, a queen at 25, led s 'ant of four srenceigns; there Key lawmakers were quirk to the nation's final homage to her were seven sovereigns from other term it ' unprecedented" and "a enAvadogers claim that the stars father. For 255 hours s rode in enunirica, Secretary, Of State Ache- c -plat¢ .departure Inc. ism, make February's children modem ' horc drawn cerrin$c 6ehinl .the s repres CntinR President Trim Hated pracden." and un 1' t t hot that claim c tfn to the doge oL :a bans nil the Ambsssador of the So far as eoald be determined, y"OnOt q - 1 pl ee nfom wc• while more that a million Britons, `w t L :'On. Congress, being asked for the thick that Fd n, Lineclo, Wnnh packed tightly alone the eh ill here also, 'as Gen Dwight D. first t 1 1 a aadry Mtul emi- , Lo bl ll il me.r' at t of Landon bowed I. e m the t b It m into famnrs 1 �S a Nat ° \ F ph r, who led Br t , ally. 1' t d I'M PO s. ),oil Americ.I' agar""[ i \- month. TE t ..try is the ,!Chi She. entrained fdr W- d o George VI stood cm a,h and he t emcrdhus added sontall Senators Divided On (HST E Election P Plans' snow Falls On H Harpool's atarred K ' 'lit Speteial. Seedois B Big Boost West Gne of Claim R se, will largest rashow it, seed n In Kansas fp e nd Ss, e By THE ASSOCIATED PRESS t tium A a. un TI 8 pm. W W,eZ`CL, N '.P —A laenpl lo, Snow [ell today aver wide e Located oo East Atc Kinney, }IandO....a y tl,mad ,)IS huge I O Of Senate opinion andicatcd today ereae p of a b Delnnera Lt are sharply divided on it was a ant, , ,r e of ,.,y enough elsewhere to help o orepo I Inpage aCr non of stories, id"hees and edvertisemanis c at h news uelr- gut the U. S. Weather Ru A A the new antl Chilton, Ftarpoei's Seed Store. For the complete s s "diUieuit deciaivn en this ques- ellar. The now began a Owner CTOm IiarpMi rs to b' catgr'atulated on the p,Igrc,s w uncertainly about midnight h mproving ' s Hr is generally credited and EL Paso. Av 2:30 s m c a aorta arc expo led la be ° hs ad 5elurde, to view !ha many' R with being able to get 16e n ad sevung eastward to Big Spr'iug w umv ICalurrs tt this n watts R oil Wink. By dawn it was Calling - nine Democratic aenatOrr ---- - - - - - -- t Lubbock, Midland, Junction and U a'— - two rop Afueb Of it -,find as it fell. Light a again, al, called him "the most ' aecompanicd the light s � �O „� ie Yatl..i s logical candidate, two said he [The weather bureau need r m s,7 I predicted h as were .sped' d to o r Up In Wheelchair uuldnt c mane. io [ f Texas. a t a of Pennsylvania aaid he hopes Trtt- Heavy - and ha LL peppered s BY MARTHA COLE blood clot from Tommie's brain . sharply in the e p Igo but Sen_' - soumea[ Tex ax y,%[er B . l it d—at make much difference- vtrlsd tool, One upper Mrte°n of Y and made a f¢Inlmg motion lOWard t are going to e stale era- Ncw Mexico to fAU c U^ child. Tommie grinned, "'Al l lwm a m Ciexicen c t.. h wha like rut s whodchO D "11'oeral wing of the party, said n f 1'Ilese re rhea t dish,•, T they went the President to r wa- a able wo d again lex No. I hodatitmn district. ) Seery d "I rtm in thorough sympathy with voter district, South of Drowns- B But that's progress — wh,a the All along the route From the s sigh policies, - Lehman said. I'He ille, pumped yesterday for the b battered and bruised,. sca -con- !cunt Boor to the paysloma'aphy t typffiea Ihese reticles better than rat time in 31 days. ➢nt Laguae a aelnus child ore %brought from Ver- department I. the fast, nurses, antl a any other Democrat. I hope At CLtOn growers asked the Mexican s son Dec, 27, all Can did was Its Hat allendaah'greeled "HI, Tommie" t the same rinse he takes v lmlim, wells to obtain add.lion a c ceiling end saying ndbing. boy in the wl,ttichair, He threw g government and punish etc Sol ily. ativn water. H Heir a two gun cowboy now. a k'as back al them. a afuoil sad the Democrat nil TM led s,1 7' rt Mlhur. Heavy H He w p whee]eha,r l0 "We have no (rouble. getting P PCrlrnce and backgrounds in each -ad lF that'ssrted'15 mn• l ley, die ,d l 61 .em n r t Tbmmie tlresaed now;' Mra..Kylea t ticubinl fim , I ..shortest month of the year, yOftu with floe body a d saw it ]aid to Ea Beside his ICY to giant witnesses immunity common- y Alm a in tits new clothes. And eat in g PCVP1• .^ llrla island from Prnsecnenp. ity l2 miles north of L;berty. Flo,s- house sho¢5. And two hGlalera Of P ] k In cea ne the narninaton if Tru few lmpartanl et cols occur m r a crypt of royally already }twat Ve[ d And by the tern oP ton retorted afle.rno0n sfiowera. toy atx- shorten In thin 'aP.. hp IdYES it. He cape. Laity Pikes red d s t seek it said he re Ih¢ month. T'ru'e'. Groundhog holding Gcorgc Ift and nine other time the dig I. na i 1e "cepfng proposal, certain a Tommie tae over a thin And he has a mind o[ his 8s, rile the President as the y i' Day, Feb 2, Ash Wednesday Hutt) soverei$ f chance to the t con snags, Se WEATHER, Pnge 2 Sthing tour- gs. part', ns. , v run rota gresxaovat y .nave, included .the chnneelW[ c[ - - - -- would want now, taco L Own. But yen ko w if`s s IS .oat logif al candidate. h and V lentinn Day Ltalh). Yeah, The Ring's altar, Mary,- stayed a w Gcr soirees le ett.is Year -old p mpr 'ing sad then this February has 29 to London with We weight of her " many. White it.is scary to the Poe ps rev]. .other and' dad that, sideringvlhe eltentian be armor he Carl Rice, Kan,A, Britain and all the_ mmreonweallh Pool,, intere,l, "1ewi encases Slight Chances bes;de Alm. The duodena, See TOMMIE: YATF.S, Pege 2 Democratic unit -.] cammitlee Jae, end it might be .safe tar the m Yca.t and On veil her farewell tellritain far tw° o+ n'aY `�' nurx s, —__ _ —_ ran rho c.abo1 M with Kert, said 1 a I elo ( /Home and hide her! window of Month....g;s -- ales al p l be cvcnsed Irom t HEy g o Y Attend_,. d ff Ada at Baylor he rs to cenlinuc fe oUl on th I P Year pay. R. a Bul the xulatved -Queen me hour of the [metal, Tn tl n c fin records g ds of Of RlLdLL l nYeBQeLL h pilot d Comp Il over U¢ g° ng pleucg the sFencNmmanmj and bet l0 if.' a helping fill (het Oklahoma Democrat hs road Aiother EI eabeth ryas here with se KING hEORGE, ➢ g. 2 ] f gaP. choice (" the Presltlenl. J S — . -.___ osssilI m nsl 1 For n L WI en th t Barb el, s Wife Alel with A. O (Red) vial ll c PAO,vaa Aiargaret to hear the P t pi i But en Vin. Area. Y nt out xeveral 4 l ( - .hen compelled m testify, alter weeks ago L,et Tom -mil had lee Sen. GLilelle ID ]owe }, win 1 horWn p metpal of 1)enlnr. II gh, choir s en tea h chose, she and mho elmmm ...Utah...( ' 'Ire Dcn Lan -C only folks r area ty Ot to . antl needed 1 lames dce o'1 ge long wdb the.Y' ant d ton- yhur seen, then first n w cue u e — a by Foe To Offer against gseltinCrlmiootianp Ue wit- of g the skl�en a ausly,today, W, IL look only lw'a day$ before Freed On Bond acel°n of the Midwestern 11 <mo LL,C tl t the old boy "E t is Bung at Easier: honing Cant a o'r!hot precry: cr ec Con Eercoce m u;g,ng Ue Hess shall not be p .fed the, packages started Phoning in Pr¢sdenf to rlln a 1 yrat t P' I j t "She ( [.t 'cr, the battle This it r tattoo druendl.g ¢ Wet[ Tezaa g m, said if he dcesat 1 t h C t t d a Mwe n ed a as would t this far east •Iwo lust plain woad ^rlim wha FORT WORTH let M10. Darr: we-e Ln Truman'. place he would aR nFten as he tlrd i Now is the vectors mum h .Parley Plan �:y any aa eo -mdfee of Congress, s $now was get the y the floor nurse on Tom• a r¢lire at �e rod a° Alt senelrs n y p ported failing t Faye Barber, 21, as De¢d an p far old be ontermfned The dawn today m Midland, Lvbbaak sme's Door, AI .t Ya dine KYtes, reduced Iwnd of $5,5M teat mgt( retie et he end et his present Mayhe that he's a few vca s older wan. " only power to enfnrce testimony pal it. term. I- the rc son, but he said,' 'No, 1 At d. Bradt., MUNSAN, K be —Trice n ,ed b Man had Wink e s while light dria- posted by Mrs. Sit Olinger, Dal- y gressional c mmf(tees Frm oven Sol /i don't gre dun'" to sir. you fellows The Archbishory f Camerbu Cy' gnuan, will hold a moot the power to cite a witness for Act rc recorded at other West Slie let aPslbroat huuaa owner. "Although the P Csideat is e a. mpo awsM(seC oM and drawm's and ,beets Hh¢ eh biplel from Ue reslsieiFonf ol,Ue Fr tv years past. eye just has•, voiced Ue C-g t 0 i the Church If full dress session tom Core, to hear contempt and lhia is subject m At. "T s n Tom t s room to show eight is nrged w!th m :rder in ( h,c4orm amendment to the Con- • to do n v than ue did s F :nP.land a signs to King and em - a w CommuniaL The local for oat calls Co. Part the death of Detective H. B. Cleve - fet ne .Proposal far a Proval by the whole Ifouse o tats [ blue jeans, three. dress v years back" alike: HorCan Place conference. Benate r IY cloudy skieaeand continued coal land Shot to death in •Run battle stilutlon, if i were In his .glace t tempera Woes. Light, xnlistetl suits (one with c hill shirt with witM1 RCbeH H. Aarber; Husband of would Observe the spirit of that m�It I,, do., eunmE ashes ;a ashen, Vieu Adm. C. Turner oy, chic[ SfmilArly, tbs power to aubPOena showers or ds:.2liu rain Ls french N[fs and cuH links), clot- amendment and not r ngnie, < 15 ns hold b 11c I. dust In us, s . Carlos wrtneesea as,d d0cumevls oul.s,d¢ g Pass!• the Monde freed last night. vu U. T' negotiator rchhe h Ya!ay s s i hlr. for the Nol,IM1.Cenh'al Texan to Tshrtts a tlorrn cotton thlrls, Clllelle seed. W et t4 T (H 111 F a. non Of the re t to ceased frmn erfal where he has cmr, Ico n elide the government a a tonight, it w indicated. mduxoy 'hlk and panto, Criminal District Caurl Judge vet an Il,c coat side o[ the 11Ie.e• u (erred Ior fW0 'days' watt Gert. s considered somewhat unusual 'The cool fret which arrlvud last socks and ender wen,. Dave McGee earlier reducetl Mrs. - - -- asqun rr. It's -tile u ns•tal to set A slab of stone bad bccn laid Matthew B. Air vay and own high ma the present ease i h Herbaria band fl, m $7,5000 Won't ul e'h him a ra Ndng oUcia]s Irom Wa -h g o quic n g t appeared to he push.ng UC Aif these had been ,eel by pet, at.G olio FLlll)rLrite ,a'•ly Ire 1 pl . d th R , sad the link noE H x•as smd, after k check g the w bond a r hulloes. sm lie .side y f ass lewered slowly to lire ode 6l, "^ that not esen m me 'Cca t noma mi]d u•enther OuL I( the Ptelure plc who wanted to help from all dnamtssed A habeas corpus hear," to lI P I ionic. CI [ lh bed St RofficerswmkngonprO"For pO Mutt cool air greeted llenlomtcs over the nation .GlLe33 On TruHtatt gn y y of the Kings broth hcanngs of the C820s did Senate that had hewn achodal tuts after S oleo 1.. osl ah ``ih F t D ke of Br I, killed en h ge. plans ePOried some tag Inv,, to ;sad din chilly lam- "These will be a ough to last there fc U as)slu u rash, 1'$alors hale [he power him for sn aura titre 15 orU aulM1Orihes seed gh; p osgreas Friday. The sermon to hpoena Initial, the gareca p t P Esnbiy wd1 continua a year a rani, lie the red led bend spared the style f' 0 R T W O A T H C!1 — Se. ' ,n ReP smrlaiivrs of lions around °n h e uprrvisson marked lfmu. men, for the ea no week end, the wealh• ou(gre 's 'hem;''thI o e from d7sclming evidence i me atilt Fulbright (D -Ark), 'he wit➢ Dan O pp Ua'row sai el, bursa ark 3i . a d \f - R y tor. globe joined r yalty nobles e 1 d it talked Sir T man told his news a pr edic(eA. law here this " lh Ugh the Rrds were. stall," fan' arms ng uAt 42 degrees, fallowing mTummc war trying to whoa; him m h might have beef d ,h6 _� tonight At ce, ba umet,er Cham- a fi t el, D I 'd 1 — - - - - -- - F 1 h te,sn a U.at be ltd not know if dad by th< ring. a In h st et, awned t been la ' t I I after Saturday'" plSnery acs a b, gh yccterdaY of 6E. self around with his guml left hand t xev y -ors, I f tl (he e e olive b Oneh ,, gtwer, be pus teaYing t r the prWorthtlla gught. LATE NEAP'S "It nee n s uvrtt once powers kind mars ere hoping for any la s right hand fay i1od in his D'sl Altg. Stews Iiellman s 8 me in Fo Worth last night. lap here. Ray' Las becv asp IT: led tu�ih BULLETINS Tnc th Ilan been no hint as to before, beta snide he hod Atforncy kind of oho- lv help thew Ofig He's sell ,, al A on his "We know she', act nnha, to r But Fla bright d}d say: the Allen Butane Co. in cG DV LI.,ETINS what oriel Cmnmunials will sugges'. General McOraib'x full backing, lei mall grain c b dl r•' ht .side because of a brain in oft" FI<', not [or 'h'vman. Eismbow• rnpnri Sc l,"6 badly t g wr And w$en livin here hewn,: n that acts' Plan Car a Maharea. need of r m. Slecl, r :sin jar a end fn the beating. Barber Is in :. Fort Worth hot e R - Hercratore, Congress has granted s t y r e if nominated wou3tl be hard le raciated with the < steer n e corderenee, vould be apleasant news ric.l. Alai, ,came the doctor of t ag R s y WASHINGTON'- -TM Arm a Power e sub- ! ( e folks have lndtcatetl a few weeks ago removed Aalargr n m nb(ighl ds -scars Cey Ue VmesMn letter s E7 ft 1 tl a °na °need leday char anFipsJ P ]Y t1' UN greed to and. dncum¢nls on 1 t ptaae N t Srmmor h pen that s t ,nova membese of tits Nat anal toertl I 1 hut. th ihl f of foe committees and to t -- -- P t ' d t i, s g III I said L t , a deep back to r - end the tree d lg I. ps f K nil 1 Ise g h lh F d S now en duly , Y II P sett) L t 1 cicd Trail C the I igra• — f ink coatwhich be alt —eat ne A ]1 H I I p h he released as d 'd I f Cl d Pf op 4 1 1 d Eh feu Be""' .d F I I P war I fi •',},�.S.J . , ep alt 1 I t. f d0 Iu 2 month F d ly A pmhl Inled (o h Com sine E a .n ,it g >, e. A6a :1 325,000 1 - -L—Fg- t- -... -e ` FEATHER back fl, Old A7 o where het te<ted by the dec,atpn wR,<h UNIJEK Nlir// �)C�FEN I­ bee n tunnels Ior sbe pall cpeeduD 'n ma r pies. [h h H said. "Bosmess ecV rt releaaa from auiva dtlo' ly good ,n the n i e' ale program will beam y'a p t f AF a es tar �xlnmo h. Bl- Risher s Believe d. s Al the The exchange — i 's bettor than eight t ¢, AUSTIN in — Wave Judea b tit pr'ic et have been ad hm Neah Oliver aaid Inlay she m 7� Filial nr'd OOmnrodll House Crime lnvaanaalIn 'Nation ■ /1 }+N1OCy�pj •' ZI P `f -' lhs" Conm,Hge'e }wD tlaY hearinP \ \ \a.< n 11 o Pro l7Y l.il 4 See ROUNDABOUT P 3 2 iota 'Ns, <D and M<Lannhn rWn1Y nma cendfl ens 'SAYE DOLLARS WITH NICMOLS' "oelil ul <fontbell :' TM i.d., Glen a run of DIFLon ten, two of lela,y before his death three year _ .cur /.land afire• «.� ,... al the < ', cuvr"O.I.w w Queen EhaabetIt's %ulvJecls 11 s, ago ..i� n • .- .... 11, "I'll witrrors le appear ussetl her Piture. as sareretga oft Asked H they thought Elizabeth befara M emmiHae in eland Ue n, fish Empire. %. young to be queen, the British n relay, They. were Mrs. J. 5, Cleary of u m n replied that Vicfad. -a aglaie _ H pSM1lre and Mrs, Regi BaUnma only eta — "and she a.a A goal Stolen of I.o Jan. Mrs. Cleary a v+sidng queStolen JP.Cp _,,tc. wflh her daughter, Mrs. Mrs. Bauman noted that the one. Cheeley Hornsby, 8f2 S. Elm St. mint of England will be must. Is Recovered yd.. Bauman is me guest of her air "¢rent wh n ate retvms ,ban It son, Fred Bnum an, 501 Avenue A, was when sh left. Shortly offer Ac Army.ly n Jeep, eIM,f,d The Reifishers met here for. the she carne to the United States, the slol°n yesterday In I.ewiaville, was falL time this week, and ll:ey nod Conservatives leg anted the helm of eyed here early lids morning much to talk about. Both admitted government, and when she reMrna' bye Polite Off" HI H. B. Oliver, the cried of Ills news of the king's she'll also find a new queen. It w i o eupied. death. "He. wa ch A kind m Airs. Cleary was quirk to slate The vehicle was allegedly taken Nra. Bauman .h1. (hat she wt.¢ a nr asennafeve up tram A!ac Slc -' art of Ln.mille, a Miler, havm; re kM the ,III :oho called Mlice darn I Agr cerng, NB. Cleary aid .the tfon for the Consery al,vex g al, Y' rat ILI ' F.1 etha lb x111 be Just a, Asked aocal the new "tignt.ning. moramg hours I( x•aa ea good stn- popular ' If bet( Mlicy' In BrfIA n bOlh d tan when found Cleary said she felt a deep women said they ankIN mind. Gu nhy Salt Saves Y_ Mane, en he stiff -I Mere 1. the detonate d her Mtrs' h.numa on"o, ,been sfan•ed," inomilea. Aule.Tru<k v In walk— buaband, who was In His MijesLy s bee BR111SH. liter 1 4,000 MILES AWAY FROM HOME — Mrs..(. S. Cleary of Ilampoldre, Fit gland, met Aare. Regi 8aumen of Ltmdofl, thin Week in Denton. The women had st 'jolly gtwfi talk' about England, touching Go the major x11111 :i Of the dead king and the new quern. N[rs. Clealc m tins Mr. and Alra. Chesley Ilorn.tb; •, 61`L S. FAm St„ and BHs. Bauman is the g.l..'t If N,,. and Nb,a. 1•,d Ilaonlel, uU1 Avenue A. DENTDN A14D VICDJTTV: Cloudy and roller -iii pulad1le IEgin rain early lomght. IARest km- NORPHCF.NTRALTEXAS• Cloudy led colder with ore"hand light early tonight Lawnt tent. peratures. tonight. IAweit portion tonight. Saturday partly C`rrly d Coal WEST TEXAS: CCS!'ar an parity loudy, n little Mc tnsdon. Warmer Paahandlr, Settle Plate. and EI Paso area satmd.y. Cave. eat leelperhturn 2p-ad, Paehaeank sad 2535 Soutk Plains, EI Pose A ad uPW Peeps Valley Film Tn,aeW) ............. N Loa I — .. ............:.... ... 4l Le,tJ leer Ga. eau'• Thr-, al, b 1. Tna N AS a D m M eT AS A_km uantay f, Dry GWw art, 231 W.0 Dhk M.: Plsana 1M, : 4,000 MILES AWAY FROM HOME — Mrs..(. S. Cleary of Ilampoldre, Fit gland, met Aare. Regi 8aumen of Ltmdofl, thin Week in Denton. The women had st 'jolly gtwfi talk' about England, touching Go the major x11111 :i Of the dead king and the new quern. N[rs. Clealc m tins Mr. and Alra. Chesley Ilorn.tb; •, 61`L S. FAm St„ and BHs. Bauman is the g.l..'t If N,,. and Nb,a. 1•,d Ilaonlel, uU1 Avenue A. DENTDN A14D VICDJTTV: Cloudy and roller -iii pulad1le IEgin rain early lomght. IARest km- NORPHCF.NTRALTEXAS• Cloudy led colder with ore"hand light early tonight Lawnt tent. peratures. tonight. IAweit portion tonight. Saturday partly C`rrly d Coal WEST TEXAS: CCS!'ar an parity loudy, n little Mc tnsdon. Warmer Paahandlr, Settle Plate. and EI Paso area satmd.y. Cave. eat leelperhturn 2p-ad, Paehaeank sad 2535 Soutk Plains, EI Pose A ad uPW Peeps Valley Film Tn,aeW) ............. N Loa I — .. ............:.... ... 4l Le,tJ leer Ga. eau'• Thr-, al, b 1. Tna N AS a D m M eT AS A_km uantay f, Dry GWw art, 231 W.0 Dhk M.: Plsana 1M, : HARPOOL SECTION DENTON RE HOUSE, OF SEEDS --This picture shores the exterior of the now mud enlarged Par Boot's Sold House East hl,Kiuney. The retail -tors is the left wetimb and the Remodeling Job Complete rat Harpoors Remodeling operxlions at the FI pool Seed H E M'Kirmay Rd have lted in a lai g H tin large, . LL y f s.da d equiparo,ot. And Denton C—/, f lk a,, weleo tie to come to H poor a am e the rex„It or the e,p ans ion program On eatering, they will ote that the s' of the office has been expanded, adding mueAmceded wails will be. rms'mg �ilf - will di"over, givmg Way to additional wait on L�xomerse �ordere non o on conditions crConllnub'tg Them fnspeclicte, Dery latim, n that tore fistures ahahave been Ili bet d athat a work. t Iles tiered display o n t hew . ,lomliR t it, wade . P nd bxtm es Rasa been elimrnatM, along with n ors mxtcnels unAnc eye pleasing effect has been - CHRONICLE - -t — YKIN, FEBRUARY 15. 13.i1 HARPOOL SECTION New And Modern Harpool's To Hold Open House On Saturday a ' One of North Texas largest coo. farmers, rn addition Harpoopa cial ed businesses, HarpooPs stocked complete lines of vumally -! 1! -11 fiemaH, .haw �aI its new e g llal Nb ied foci every s. Brit used is farms Band „.. t l s 1 lh general public m an gardens duct t new• departments pc house Saturday from a a m now feature harm and garden par i 1 6 p m act a d hulk seed se liOld_s I.oCatM on F.asl M1ICK"a" 1[ar- and medicines for stocicnand mill x < T—Pe will display ILs hour, plant try, lives mre dad poulbY _.at hcA consists of a bigger and meat, supplies or bees and pets, recently rcmpdcled r,(.it store Of. fertah[efs end many types of fan" flee, Is ousel and seed - clean- and garden tools. - ieg and procuss'mg equipment, a,, of the ox :sia.doS feature., of [ton and fart[ people from Llarppol s is rC, slreemlincd and Il ovof the slate are expected to complete seedeleanmg plan) The be oa hand to vie the new Har- number of machines has bee" e pool's antl the vital seed cicamag padded from two n "D l0 11 al •,i 5r.=, "'., ,� machinery that has contributed the present boa —all of which ban- #\ t $ mvh to api -hucal progress in die the cl...in good p,eceasmg of ily slightly more lh d d seeds, grains grassrs, and le- ¢ Offlemis vs id trained ply games The pubbc is Invited to .ry ill he s Roble to h th. p b no -Peet these new de'hot, and I c around. alai Ins ,jug b watch the process in operatlan. pertafnmg to the seca b rd An jnlerestin to farm aad garden gasped a the seed ene Prac[lces in lee mg ^quite tint is the machins rat. for rte. ni g r add sced this The new Ito rfaonl's is the resul4 the tap quahly sced vshleb the Stale lead to nog egmpment and _ -' -' -- - - -- e'arehousea are housed in mt7mning bulldhlgs. - - - - -- -- 7/ Y� !� f(a p Ton Hall creams at Me HarPOa1 Seed House wan new neutral pest 1 1 o ao ev io esnl�v mph d e y.;f }�^ , of progressive methods m rmprov ,rg ail u a an m -ignt into lbc tied f ( and gardeners h P t f tl c "try. When the bu Purahnsed In 1B4!, Deportment of Agricuhure super- I -r (armors or tar be t Of Clovers and t p e seca for general PI t g ]{'alter Harpool c NOtIFF yy. Ser'ULiL lit. x.70311l�t�vl� rn a more Intent.] man d m. phasis- The feed depa t t bas ����yy "+, Co'\Ci r t on fed o[ onL .tmau rote Th 6 t7 S. Air Force 1 In Club Civic Llfe been cnmpinFCly repainted also Finally, visitors Will note the Huprescent .y d Ing fly retail h.lsinest. Snce rh . 1 t h ales its site r 1 t N lines o[ seeds r cf(m ed byy tlarpvol slhExperL er g oil problems a d d W Iter S tPmay) ffa rposui [o0 7 lamps throughout tie sore and office, creating y'. del d Mncnf !o meet pl g is satiable to the p bl by oho have been a sort and restful atmosphere. the a. yarding needs f p m esa c tl ghly t d t5 b si s ales man +Cf tie Ilarpn.l s f s g the U 5 Air R .T (Tom) Flarpool mongrel of the Hashm Cl amber f Com ma neger of Harppols steA store, metre 195L; chairman lie t k -- - ALL KINDS OF D " Y e h dl d p t Arc to ro` the Air)ert roar ' F l F 1 ld Sherman. li d' f llentan Hi h W enlly named ' hfan of the committee, C of C, 1951, ]111 Il 1 ooh If lPPll A I. g S h I d No th T Slate Col- Year'C for Denton by the Junior cAairmnn agricultural commit Chamber V F Feld Mail For ' FERTILILERS f t t t. A -d t. the , th ( e ad ! 1 D K W Id {Vat II, he of Commerce. T1tis honor C of C 1952; membe: of Tcxa the Southern th de I d the Air Fqrce. After his culmination or m some as any t n , Secdono." Aasatia s' year, of svnrk by !larpoaL in bum member u[ the Texas Ce riffled ■ , - (Iffy - 2)(3,01 J StOf•C AT HARPOOL'S - tad' 1 (scMs sec xll iond'hona pPY t 1916 h. h me assocl' d ith H Pn^I nail b[ y f "I L ch aad profession Seed H ders Ais,, re naco - - - -- -'- - - -- 1 t h 1 W II d 1 g f m th T x , lary-trcasori.r, Denton my Hf f i I tl dyes Pedigreed Grain Assn Albert F, flarmol, oecuplas the. UEN'TON'S MAN OF THE YEAR, Tom Har l j =. F _ F( sou roan a z99 -acre lied sir a 2ox2o truck gardM C ry SOPPLIES PET [ t 'tie He Is ., Hight t t d me bersAip in the toliowing — posltien of held repreaentetivc end tho 3'outlful owner f { {SC HIIrjw.l Seed HODSC, E. hlC- [he back o[ your noose, you yxy,'at reran P,rm. Upon termination of his currem duty, he wOt return o �sniaatfun r° s; CNDERPAIU ALDF.R9IAN plant malnthomme foreman n Harpovl's Kin y Rd. A member of the' Denton ll[str ➢tit committee of the Roy Scouts of America, the n find a complete line L t the Harrmol hIA, IOR ITF „il to Ha=pool's to assume his old duties. ]'resident of the xiwani.a Club, E951; shah, —, of the if..... dam- CITED IN TORONTO seed in erprise. Part o[ his jab is m set as ser ice an ex- presldenE of the Ki—m. Clair Isis just completed the espnnsion of his rtilize al Seed House r pct s, pplles are important items 9 Walter is marrim! to the former mittee, Denton Di -trice o[ Do TOAONT ^. '°' — Toronto's ]g antl c sullanl eo ail alit l or p0 y run- firm, which now carries a C L] •extended line of man T'ba firm leaturna an forms I at the }larpool S.ed I(cuse. R 9fa H y t c( Denton _ c s of America; member of the C %eu alderm n tl tilt. x lodes cutrvr board U.rngh,, Council, e P Hoy 3.ou[s of America Fcrt group 0f wu k the city, Worth; member and [Dime[ chair F'nld Brand, lOmers. Harpool ,s a gr aduale o[ Denton High SrhOO and s rued in the L '%, of seed aid farm e u i ment. R -C Staff Photo)y YI 9 p tits om erciel [ertil�ze'. Oy lne c 1m.d by ch 1 k o brands as Arinoul' MIA o Sw[[L aad IntarnarlomaL �fn one is bfra minded, met uOt, L to buyo Parakeet, tip of Which are s ld there. 'Aarpool'. is tl Herause o[ the olio- of rnonr:v - ITALY SETS SPECIAL -- lonrists to -slit ]idly fey to and equipment into oil -nth Sandi Arabia. this prinalllve n date ys member of the i an t the Boma of Deacons. E'irst Board of Central. lie s in a Presbyterian Chm”' U.S.A.; nchanrly Rrmy and Nr Feree tram OcloOR, 1'.ko, to September, 1945, TOURIST TRA1N FARES cost The tickets a sold only al F'or Lhe smaller garden atas...ries a campwe hoe Of Nariz bird feed. R unity is m king a jump of c enl d—h that emb r o[ the Dento Civil De- bas s, the Il 209 paid a mially to He i tied to the rnrmer ROME u1 —Th. Ratio. slate rail ]rave! agencies loelravdcrs with a IPasslmrt (here the Vertogrecn, Hactex, Rose Food, Vigero and Sheep Ther also a social section for dog and�scat supplies, which r Lurie, or technical poplass in a fevv fen a Committee; nremher of Cfti -I thei aldermen as erxgesn ax rents Opal ItadlnyetThey has. -e. (hree chit- rvzds ar sellflig apeefal low •tickets enable w3lich enables them to Wfit e, eapeci.11y irenled act awinre ae t'sfy any want M a years. s Water Committee, Direcor an hour, _lh dope, Charles, Barbara, and Halph. railroad nbrond to 1 v'el in Maly, I lea m. Pat nAn Please Accept IN Our Cordial fa pay us a visit tomorrow during Invitation our OPEN HOUSE To show our appreciation of your patronage during the post few years and to prays our sincere effort to provide you with the finest facilities, we extend an invitation to join us Saturday for refreshments white you inspect our plant. Sincerely, HARPOOL SEED HOUSE a Mm. R. T. Heryoel, AI►en Herpeol, Wide- Herpeol Y Io,( r EtOUrTD RECO ABOUT ENTON RD -CHRO r01V NICLE VUL XXVII NCI- 2T7 SIGATf\AI 'T'C'Y AC kAllAti Av up To the uylll -Y and. a Reek 9go - It locked Yvon and fie -half feet. With hhn g.ilge, shoring the =I- n'atlt th, I 'shod So,dduIXJo (no aalbL, ar x'.ar land lachad la,- - fl ICM.M ar bang fan t'her'e hY been some peculanor. rout lace far III the bod of the stream Ule d� Jd Wo, dead ter. Tne fit real l horded eurl!ckhuy to so oar¢ Aig but -bet this flood 'sine Elm had -till w.te hove the Au- btey- Dentuh brigg I h drrd I tilde The alt had h'i iM n '. the noel. f ik ba a CSC Id le - tOOn-AUbr.oi b*1dg 1. erd L o Duce [ t d p [ root Mt a vmnn doe 1.s. b tad, II 1, thoat-i a m those whore "duah t d wile _ t that the water will tle back - d p beve tics McKinnev brlt�ve f Greco Valley The. is set alit 11 _bole lice lake property and 1 f nil r up -than most peoph, had pe t d. L 1 GarreO d Rae Dolls "'IM, usmh to ask that 1[ t 11. vlalatnrs who have Veen k 1 d and have not apI'carcd be- t n City C to pay ear �7 n k it pal t to do t Idea, u Mcla, 1 'd Cat appear T n a t y - ro b .cd th ­mial IL ni h� h chenp.r ! t1 h i been .9.d , 1 and p y ff bolo d ith rt Clt end we 1 owe tic t 6 h lets icons lll be ca for Im t Ihe needwof h,, fig a war- - ,obt served 'Donlon is one or tho n:oet at-) trxetive smell Cities that I have t Bald P, W, Zik'r, oil Henolon, who Is here with his b,MbCr, Dc. R. 1V. Lilar. "-I, 1s not my first vblt ac ➢ammo, but each ume I ernli chore I am more and more Impress - d with the c01c, adracthernes_• of lire city. It'11 well lled the city of 'beauta d to- and roses' and there are riots beentirul hotnts ht Dent.. then any city of a like Ire Malt I know.' Joe Gambill ellmlmted Lawrence txh.- In the aM1 COW, aub 'far ...pinship gob Z:.t. h$Ch I�.res .a.mblll ana DtLay ecrxy to play for Er,. honor f ing club hamplon- Tile float Ighurn holes of their match will e lafinal ehrie'esnay holesmlwili •' be phyM that nl4thaon. Hoth xis cepthaladly tang drlvem aid o hard 1-111 gamuts expected. The Ralf TournemPnt, appmath- big and mining rontests to be held plat use Country Clun July 4th (Wed- . rseWayI win st at lw .ladr l d me late t - ltt" asks th.t Ihe members Ile ready to - Akl't nLy aL Nat this A nag lour- s t was held WC 11 4tn. and f[ L sx[d by lice run Ittea m m,anfe hat a loaraamCut of this 'kind bas .la'ays Proven viry popu- lar, ns H gives rvmy m n in the ]ub lair chance to win, at the handirap hs allo'red ra is player. 1 nuarel.bmrt. had heard from many to.,- what wohaerfal onloris .rem being grown In Denton County antl the report nos' has Fran verified. %cam rek MCa F.Hile, Greer brought to the Record- Clinhicle .1.1c a sack .f ..inns that worC grown in their garden la ?Wotan. The an Ions were of the whhe ce muda land; they ere ' ke,hent cgeclen dsl off that tIialon -they wet, cam that 'onot pepper meth rnnTlon to same - ].ns. "We did t get r -• Rld game fish. but we certainly did Set . blue- ribbon' i r!ety, f C.ULIV aid Ed Lynch, who, with C, J. W il- kirsm, and Mac ierraar, caught are enmah wtlghtng al it e hey sea. T dmitled tchma 1 thers that wel;heQ fourteen lmunds and m ller. The Latch was made form lake D.Its , The largest gems tan 'eat has hem reported wa week aught by Elmo Angell. SE was n .lark nos, wPlgbfng four pounds ' Macy Denton pcapls re it- IFrg Can lotaly foo the lead.,. Den - A I aunty xatc I.- crop +' This ye the crop will be later in., hall; in _nme. ,sera there have been melons of ,oral on gi-th to tie Fmnthaot duly celepratl.neEand ,I,,oerny the memos are becom- has pTCnis nful abd.t the cevcnth o1 on,, h year, however, It Is seta that the Crop will be several ftays lsler. then usual, Dorton County clans have a a-ttoe- nptend repute - no. for'thdr s a 'roes% •'MY lereim CvCP will be the elect Ie have grown In ten years." said 4C. L. Marrts. "My wheal, I believe, will thresh twenty tp twenty -flue btahels to [he acre; myy cats, what I boom, ar good inn then"' me fact that are nets did not come u❑ to o good stand and they t In :hresn Cut mm mind Joke thirty -five k ^ea, I have not ca.Led any too roll rue several re'an; I round to my apuara.uon son. nme ago that raw cr9pa -slid nor Pay nU as well a Tire Jagtx Cor,s[mctlon Company ''don de, started wink on Inying the aref. halts far [h'e West Sycn- e Street DIVInC It had i,c, 1�Med to tart the work soma wet onferea City wtgkmen hnvenannua l w Pkfed the,.,rrav+ufon far me Iso' fig .d to k nn be <amkd on atmaot dollar unleav wq.ther eooditNas interfere, City £ngityer W. N. Norris fan. It will tale Nan .week n working "_t,_ tP 11obe1 I-Ar+ U. hue, - ------ - - w :V, JVL.1 L, I`yL0 UNIT® IsaTag gP.AVI"" 8 PAGES HEA LOSS IN'RE F A BODY OF OUND IN S IN SEA "THE SIDEWALKS OF LONOKEe1 -IN ARKANSAS BOLL: W E E V I L £ MERGENCE IS SMffH TD RUN I��FOUND •• LONIXIN, July'? A ParLS+ f dlspaMll to the I',cnar?ge Tel -+ rcra maT + T_ - $= - = f., - NOW COMPLETE + WASHINOTON July 2 -+ IIo1e,iaPy Ada Yi„ ��,���iiiiii V DEMDCRATlC + a:�c �pmn�y�relaarts + Ir , Roc m. may ctccav i +tarn Roam Amun�f,1 h. + ,t, - 1• -- .La I dl negiscsebetiwr a + 1 2 n d n I s f nsr+ + + It [ 15 t L 1 + �pMP�lU�1 + teen found In the sea cif Nor- + f wad The reWrt la•'!c. olliclal + �3-'r' + 1 1 , ith pit Il + lhl MAIN BUILDING BADLY +roof rnmtlan. + .^� k ,s. '%r'' - -•a. + es aIt Cate, tha emla'. e i _ DAMAGED AND MUCH +- + + + + + +r + + ++ ++ + ++ +++ a _ _ +In aim... eompletc - ► LETS IT BE KNOWN HE MACHINERY DESTROY• ,4 * + + + + + + + + + + + + + + +++ W[LL HANDLE MAJOR Three Killed in E°: Loss $W,000. _ - ''a QUESTIONS; . pROHIHh Loss estimated at more than $60,000 was incurred Shooting Affrays /,tJ, - ' ,rte- ',.�,• CDUPtE I(lLLED TION BIG ISSUE. YORK, July 2.- in the fire which earl Sun- flay morning practically de- ptroyed the main plant of in Valley Section - .,;� -.. r � , �� i ` `(� rr''�, 1 !1 PEPSIS Al DALLAS `PEW overnor Alfred E. Snit} ` \'as back along the "Side; of Ndvv York" the Denton milling Compa- - lNNI•xc x. Three �, $ -_ j fro1k. started as i ny on F.aet Oak Street. Mast of the machinery of the 240- .lily ere klheu m shmhnN nnrnyap,p In the Lou RI G d. v"012y 5 `�i 1 '`�e+°k t1 ]t\f N//''SS �DDV SS newsbo = on a road tics' J might lead to the presidency barrel mill trail a total loss Li addition to several hun- dyed bushels of wheat boor ed ih the building and about 1b0 barrels du'fuy ,tle a k d Txanera n. ego ns alms ,° "aln h g vdaka Iola am, .t ht, , T ht Ii:g A - •r.,r ntpmn, tail mmrert r A ; � _ �x -. '--"� - "y - - I I,I f.. -s•z t .a " Vl17N -� INTERURBAN CAR HITS AUTOMOBILE, OCCU He Will ecnfer will leaders have tonlerences p�poilcl" and ea pa %n. Eat gill. the gover oI :, token � Ic INrly sP or ue c.nna'nt of flour and a ?enderCI m pence of., file S t I IED BY GALVESTON AF,ndy rte has,nade Troll me of tLe domtnt qua a re of meal- The eelsllrery which ana no N.nuel r pAna of Edinbu al kllleU q r ' - I w - ills (�P€ () ,tt ;J{? -y. MAN AND WIFE. fit I>wres of Ire an,patgn, Dvnngll mr trreerw ter totally destroyed wA nnAirlPmbly " n en3 Manuel CAnla "'a", vomad'e'aagun ball ,gar EM a DALLAS, July Conv o [Ir• Dea:IX'[ellC Methate, „rtlan lest wrek damaged by water•, part of gbmn� and nour was dam.Ced only hee maz Marilney - 2. -H. B. Cocd thou, b4, anU his wife, - .tan, r u„ tnrthecon . prttgn Till be tt Westam asp„ty s�crlfl, w to 2. d h h 00, of Galveston Were in- entr.sled to sl,hoYdl nntc, but the Word .•ant e The firs was daaeavrred uWe, 3,15 Eunday mondttg ana on nhxrn, run 1 F rt an fTn ' - stantly killed here this morn- amckty Ibat Inn gnveraer perspngir IY turned In by warklnen .i the city aced o 'n i gderfd I4 ll h If g Jo.n, roam M a ! M •a,=- +_ -° ing when their automobile n'as ° -oum nmlme molar quesUan. hl nselr ustPnang to advicm CI power h add fit the depot at about [he Nme ..Olen was kUI,d when h, msco .e'dc k ` i _ 6< �s.A•aaaA" ® „N a - `J stnick by an interurban. The mur�a it Inn N.Rnnml comwo« e a ,fie Wien mail- non t Ina fire department rear`- d the srene the n- h,med. six P¢rs.ns wrr tdhder m ac re When the ram of S nator Joe Robinson of Arkat me to the front as Lhe e e lxR.. c ¢vipmoblle Was donmlishea J e Ra ,Csiled.i vlor, am wa an, Lhat he me ahl "h moats this week ono ntso pa. I1,hl,h friends and ek Cold oL, 'fo seCOnd and third flmra of Inc Lanaing w 1a today In COnnectlon with the shoo[- Ins' ce. preaideniial o lose, twD Arkansas eitiee re oiced- Little Rock, hi y j s prey ..t home, ., [om.blle np- prcnchin crouin g o g bin touW not Not Nlraddlc Prahlbltl.n R wsa reported mat at Flames but the blaze as moan- and LDnnke, hi boyhood home. Senator And Mrs. Robinsml a pictn ,il Abet/e; (2) stop In time ta sold •htltmg Lt. wood p1- o., had m.ChM Smith that he hand ed to these flonrs. T.'. Trucks Fight AUr. No �. (EBBS Go to the Senator's Little Rack home; (h) the Lunuke celebration fter "Joe" was nominat. Goodmen was ddmnx the 'auto. fmbde with his ,,re la the °ana pedal' „ bit nil pis. hibition. Eul he h A second alarm s ded and ed for governor in 1912;''(9) "The didewniks of L lickc;' Robinsml'. old home town; n c Mat. m that fie ut takes me po,iuon pn0rd to _iii both revrka Df the department Trial in Conrt (6) c fie store iU. Lohoke where the Senator got his start practising lar'; (6) Lhe old hvormnu.n gaih2red a n :e sus l' tnP mlestlmi and met m view ci b!s Tom- the blaze, laying tour urea of ]rase. The firemen Viayea nie oar lmn5 onday Morning Robinson home at Lonoke. or tl,e [mgery tnU-Ild that the aontunan's were xeh,rnni,rg from a 111.1 to A konsas. -how. rettrd he nine, stick to -ht= vluwpolnG and aLkmPt b fOn \'bier Ihe he Mond NOt t0 rs. ilmans Not y Williams Visits of wnt.r .n ire fie .n_ tvan, for aMUt three hour be- fore h'o cane waif m v;fll m riistnct valers h right Smith 0.11 t. ulilue- the Indio. that' acre able to inter me bullding on account, of the heat and Croat here Monday morning, 1". those JOLn in � Ma field to S eak Y Ih much as Is.ssNle, aepending on the mess ev to a gd mac exteu( en h` rvmake. An hour, wmk with the akr .. the malde of tha hAtldmg of act being cull d .na xnitner mmg partp.nM unit hleadaY' ore to Support Smith Denton Monday consider (' Tuesday Afternoon and Imidtng his p^,a a r nranfra ,x.ept i„ en¢ces < e a� y L riot the nom a were Many put out Ora stream Tie hose _get- P., H. WIW _ to -- !x'b", Thus them will be nn kams cis, of ter wag thrown on the balm- Cbarged with Ihe theft over me WALLAS, into 2 -1n sib d Third Party Guinn lVflllams of Deltic" one- [or dtsLrlct, [,rg xC. ^pt In n hol -ces, mg fnm tie top of the P¢aratane- `slue of Fin, w s w,notmed on the Htate a m.tloti sand the can; oI at lament hero twiny Aln. Edith J gr1Seman this was m Denton Monday on one o[ h.ls peri- JII;ited Stains Senator Ea [le n. Th tm,tnbva rites on me speak ing last mcla ics E Itod building aeros the street Iawer Hawk, charged wit` lm„s- lyJ,»,a »s of Dnllas. nndidat¢ tDr Tes'as. AUSTIN, July Cdlcal vlaita to nie wnseiluency May'aeld, t'a= ldidate for re -el"d n, New York, Eakl , --Lou, a city In North r-,ar- from the lire: Pease horNue mundcann it a Tm wax governor o[ declared that 2,-- Governor she Wrould naE Oar. Alfred loader of the here Wyn deliver an address In ltu: Teach. ..... Minn or Tennessee, Athute, Cht. Give Way ShT1W wfier the fire.,rn shorted until '1a miming, s Iglo't yioady, s.-r.un, Wllllama renu'uM loom Wnsh- fimith. 4mno_mth, nominee for 1 extreme dry' Rght at Ills Na- I Wili T l"I' I, ish- a dry" "ta P rs College ¢udltori,,n'. Tuesdty et- tern.. fit 4 o'clak, It Is annul - n raga Mlnncapolls Ina poestbly Ppb nghtmg the Tire the rout tell In antl the rota of [fie third sloe,- Sd•° o[ W1111am 8m1th, chargM Snit wEth F seseing ]Smlor, was dla'nirs- inosldenL. "I hove hoped against tienat (,T,Yentlan. nls n'tt ago Jape that Mr. SnAth would net be ,'declared rem todn mot he nil] tldJOmnn,ent of Cml6xecs, ¢nd will Y n the spend ao� to throe vislLinf cM. It had nrfglnany t C I Pinm,ed FmnCisro antl Denvv . Personal Eau. -.1, - gate y. Mardis ..y On Me F2C- mU on the slate's m0[3on, The rAee of Albert MCTCee UThG o.utneted and inn! wIQ be naE afttntl the peg conference o er i' expren In de awed nom Lhe necessity eE aeciar - to meet In nalla"Ih, N 1. for hhn W speak downtown fit 2'20 Sml[h Is at :tla\ HL'tmore today and has only penrtal eugage,nBP.L ana ana tats (loon hied by IIK.: be101E ,tb. noOLr tTgshed i[ ed -with iairgixry_ S, �R PTlvnte teAi d . at `lght Ilsmisv d .carat Iiverl teaH ddr H hs.s no op bye t t - 1d R 6 1V• I j la al,sWer a I, p"rrty _ (•on•l.t [ - eltc,.nn. 9 but os the college ham Inyltti a.l tai tlldatpa [Or g n0 antl #n ,o'mCeL. With hum L^ Mrs IImph tYhmn Its Jtlned A1bnnY Coruhted or Tmlten reeLe, si[fers, -+d m [ G ni Davldsm lell bit +,1- tepee have oar. s' pronibltto DC Is bP - -- ' I Aerlalhald. Opv. Smith' xbL to _speak M tic t l.I[.tlw . et 1LS! nU'hf o het' return from LlprAtwl R +rrlfkra and other miscellaneous m ehlnery eargid with d s contil, loosing or "Cz . dent National Ail' M yft d air ded t0 cell ins.tead f i lk TT Y me to New Yl last n Oflgi of tie fire has t been u d on motion of the der' -rla. 1 hreC Cans o[ maktrlg false band. nuies Oertalmy noti em n De ,o- ry Greater Baylor - ge fit aT �tllevlml 1 ant 21 e d y t W'fls erected by a Labe rrA d demrmined bout it Is bellCVed [0 egafi,st Jnhn A. GmT .'ere reset mat, Ga,emDr Moody replied. 2'oler Pl(LILBS Q// %ea If he dreslsC eeJal m pohcn guard hus been bare started me tap fimr, Jml McGOrmcF for ln, fifth dry of the fifth waek, when n-s w0um go. Drive Is Planned Tn,S le Lr ¢aim, Mnyheld II li Le n gnesk fit me Kl,yania n iguM to prDtect Nve governor. nlgheaat.1. of lice m;h, as on each amr oY U -- anym,ent re Sit "ngfleld esyeer+<:d at1 Hou. #onaby L'ai,e f b stub , „.,neon at .Dan 1llcniny and will make brief mlk. who Is laaming rapidly what It a i"" throe- aaarlem of so he,i� UTILITY PROBE Jhason wACO, Juty 2; The first a Ttel sma to caine9„nle. to apPak , a to Lo o preeldelllial c dt- f q'nie °'n,P u'tafi hefts the nrH was mad TO ADJOURN AT me2ting Wed ST. LOUIS. Mn„ JUf 2.-9 ri „g_ of Ihe cemmlt4. a toted to rarrY `We did not get exactly what > p ^ fleltl, 14 ". was to fie Cl,. next slop TI1Cadny night, yrrss mtrrrlP•.•a, hove hmetuain been ie Inffdech h at that tans than wa+a o ndence ins no evi of the Name; wmrknen fit the milli END O F WEEK _ nn me G ter llmylkr Uvib,a Ay wt tooted t too Cnna„ ,the za Nenfa Df the """ I nil neco win n held here Thum Governor Moody said, `'U„t Ihe ,°t formerly kno;•m hhn F.rd - `` ANDIDATES TO ir1 o dIno w him, ere tirin g ihn,, „nd he has th hdostd said. Lava on the btdldlr. 'as sit- a w -. tVASHWGTON, July 2.- IasL om na day. del; ac ding ' Chflhman D. K. Platform tlectarM for cn[arcr- Relinbiltly Too ,which took nit at ..it.. son Mfonto. m is ¢f in.I Ihmi n"a thnea n none ImrrYaL .morn L fie SPEAK AT T. C. a wlmr that and bP rot dawn at goYem °r hoe r'agP- no e. m.t.d aionaey Ly E. K. IIlewetL, -The seek Df open hear,ngs- In Its utilities The CxectlrVO DpP.M of [fie D8 fir main ihli,s' g . Y- U n. n1. today, from L;nn4•rl -Sf. sofa foe toilarrorv, antl Is. not sum onager of the nut and Iran- e m Irony apre�r.[etives t. be Investigatmn prior M the simmer r yes was begun today by the lhd- for Alumni association n,re[s here -Tp� Loafs field. f1—— to coI,ldCr plena for [he Man Charge Ltll The phrrs Inmicd i,er entuc- slice Aceordln to R. L. Mnmuls, pins- 'fYncl,ers ]low he will sR'nit tic° it,gv, rdaesdny, he M;1 n Lend use v(- ar(Nmd 130,001. d the m.chmer, L's, Trade Commisslen with John IT npa,gn. Throe exTla'ted to .'.tend ❑ any nflei'uocn. Each randy ni81;t Jdent of the Coll h,vt- ,go, [a[IaI, . 1 TlldCTC.de.M I.My destroyed s estimated 111 valise between N- Cad icy, Seerenlry o1 the Wimtt- re H. S. GflirPt!, hbrt Worth; O. A.lLto TlLeft here front Delrol[ wltli « s,nP -over n[ rove ucen eaten ded cnnd- dates for the 'Yates or GJV¢miar ar or G the Tnmman ,» y omaniraLnn m tits 12 no sad ¢ ?S,OW. The JI loss h 4 fly Dover d by mn,clom sfn Utlities Asscciallnn, o,, the wu- 9 hC91 -1s, Dahas; Walter Winne, IhdlAna,uli.s, wltn ;s perfect s:.rore. 1[unmt„n; Martha VOUe!ylood Is- -- i'U" p. lVmd Walieu, Wis, Texas ¢»d annum vernor w rning• slid hl the afkmoo.•1 Ire + „Ill nddrnas the now valers N. Plans here buts mnsideih, ns n e., stand. if u San Antonin; WIIIiflm PteraOn, I lots SVaca n': i- IcaaWg till, d(Mnss the Issues of the day fit Oil Ot the pre¢trr 'City In Cfty Hell Park, yet !cr rehullding the mill, Hlcwcu At tOmbrro',v's henring, A. F. Hrr- wlb, director oC lice WisCDnsln Pub- Plane I Am: b„ Earl fianknme-, Sour take; RudGie Dmbson rr, a rested gat -, ao (a, wIlh a of 1tC0.o, In so(r Stile TenrJles'x College some time durhtq seWrn t, the cap - sald, but the mill will c.ntlnun t o he UHllty Fnformati.n IIurrtu, Nfll- HubetL Hnrtismr, Wlchlta Fa1ts. ltrday on a chere, HIM over Incur ant elan is F`i'nnk nl. Hawks - c July, '1'hCM In,imtions be- been Is- list .1 A ton,11 {lot n1 AlhinY, whern be .11 rn buy grain thrm,gh this sCL'nn at least, he 'nuke,, Ill be asked to tell or ac A ml fit,tiets r d nme ihon 31,1 the value f ou ht connection wllh ,c1't has Nrrl irl- motored buns- Texas HAPtlats antl aluhnll of lice the alleged stenartf tonlo ,lea Fn t c linpe that \v sill get screptunCrs moln 1mt11 the Callowatg Tuesday. smied - tivitlms by his m nI.H1n. A third of nn -' lmi't 1'Inite "'n :leallY crashed In Unlver. fly tvlll be rem lacer th [he bile from M. N, M,h -dre. The nn- loud fig bete Satt1,'all when Im f order tint It ,i aeratllc f Tl Work to Quit n'if,scs [o[ the week will be Fronk C. Cuppeu, Lafa rte, Indian, uUl- ya i _ °111,• Chxirmv, Martin std fomobhC sras re.overed. lcT,lksnn[t Uro %u. Loned,s scare % x. the n, „and w'o, en .[ U,C n C i' nstih,ttmn m heir, nr,t `mid, me .4 retLC y ors hies ex tie, Fllem of me Indiana hu- ° Tnr , ,rm yrc,:d tonight iCadahma tar fir¢ va thus nm,rs :" Get Big Welconte Cabinet at Once publici;Y eau dzosad et last week's hear- in ■■,,{{ /g Once Mistress of Tailor Millions in W""n , Knu. Reginni,Sl m- s to may. the Waistr eI. y.... ...i" \Fort afnrq'Jis soya, "The majorityy oI Me mntme men nd w,. Front New Yorkers _ that g C,mpey te.elrM p,v (.r lobbying m Indlannp.le, Ihe'Ptatt Okla.. WC,th, Tess.: Saa An- in Colorado, A ed Woman Fieflfts to 'f .,aria. T e'l ncdellts ilm „, ¢'h. me vitally Interested In the poanf.l l.n,ca sad wasp 1hy ar SUPERIOR, 1Z. July P. Secm- Capitol. He will be .s Cd to explshl mlla. x�; a- LT sa " I'a Tc es: 111:0, Al l.cn Ihr rnnd3dntes.° NEW ]ORIC. July 2.-Gcacm Cory Work of tha fri do "''Pot' what he dud with mDney he de- GG 93 ^um'°• Restore Production of Midas Hine • nrir.: n 1 .1, Cal.; a, fig.- wllkhis m:d Lieut. Uen EleLwn, woo Tent artved in Superior tons,, far n brief enarlmons whh president celled tmm Indl.nn utilities. _ An.r ma wok the .,enesiDn - Irv. Cal.: Fres.I Cal.: ATMIOrU. Ore; Portland. Or ^.; 1'scimn' CAMPAIGN I,(iG hew c m Al-I tD s q - thr pftrher en, ran. polar ICC, landed her. ID- CODn doe. plans n -recess unto S,Ptcu,ber it DENVER, Colo.. July 2. -A tiny hood 'vent to Chle U;o, ..here sh0 Wllsh.; Spoknnn, Wish.; Mtv°ula d.Y La theatre o wf New' York'. yo "I have e 1 lion (mar tl,e my es gna ,'- "hen 4t wh] resume :nvtstlgatlan o[ miner hivcl, perhed P"cal'tously enlC[Cd theatrical w'ark. Mrs. 1'n- atom.; C:ical Pills, . lfnnr'. AYh,nl. ''- famn,,.a wClmmrsi dnrin II s Yam' Tl,o • Intors cabaret in my pC kCI,` s',to W.1c, the vazia,s statt p+,illlCA, lv., m a. - b.r, he[ mpneY Gild ire L of her N, D. Faso. ::. D. hIh,nralielie on the side of . mo„nt.in fit Lead- Dy UNI'TED PRESS W meL t a gnar- nnLine by rho m, arc at ,! t who recently was nametl chafrmmi W 01e National ftcpublle.. COmm1L- Poll ceman Held friends gnu, ,ent l0 theslfalehless Sr Pnal, Chlrng., Hanle Ctrnk, n ills. Colo„ totlay 5hC1[e rs a - ,nine in I.ecdv111, Mich.. a,rlvinv :i[ De Cml 11111 2P, Jnx hie ➢on[cls, fmmfr 5• - p acre lair t that 1,nif[ce on me munlclpnl tug AR. tee, He Intl ma[ed that ibis would s feehlM old w who o A Iaue a whlth , gl, 'there sue ,Ins stayed, ,corking 1n f , very .f a nnavR', said al[ 1a1 hn did t e hth oovemor Im to dsit...ed to'the president today oe he might leave ads evening to / After Colli Sion the reigning queen of Der,vc, s the mine antl 'Oellavtng .lwoys hat Frank Tyndaal, IMILn,g to»• J ,Cols cletY and inn nusness of the TenzclL mdlaocial, 1 'pa�Per South on ills modlficatlnn letter he ABILENE COPS retu}n to Weanoetan. PREDFRICK. Okla.. 2.- o on C.t day vhe e1uIvR s ak+F. the Wcs'i9 greatest one, n north.- oC yellow' metal would be Ima,;4 non. ana F.rlk Hildeshnim, iundon ller, w. mild m,ppert the Orandr'aLlc pally rn[hm Lhnn support a "pdny GLAD- HANDERS - -_ -- ��ff �n1��Cp .III y Luther Weaver, member of the -1 Tnc llaa "anal tea :.hack f.,ea nP,yap -nme I,an, nmh ad to n- the Celebrated -Tell sd gmd ,,1,,. ° s„i IC .,,C, Ina. Iv yeamrdr,w. H Jmd b^_ed a,l Inv It „lrrh naa n en na Inl ra pmhml- bin as a ❑n., been ,Il mrnmunnr• FOR VISITORS B ��F �Ct•AI LOCAL ��1111 Wirth police acndingenh w., In Jn11 here mtlxy further 1n- Its ace rant is Mrs. Eloamth To- To Lils dry. the Malchlsss mini' [xtrolt. a plane .vlll hms off Ihe c. ms today. Cm'r fir Smith ux In Ne,v __ I t i ClCflJ pemm�gf v ngalimi M a Wl Il . In which bar, who 1n a rs Banc by' was her- since hbors dim has produced vii` n .:ded far and wide as the rawly barely anon „n sold In si,nsL,1t12te -- - -- York today fm a r t and n vNIL rv1I11 frl ^ids. Lafer hC Will cOnlCr `\n1LENF, J,11y 2.- ACIIenP pn- Ilcemen DENTON TEACIIERS TO STUDY his tn'o girl mmharlons, nmrnie Wheekr, 1', attd Mtlllm Deshprq I5, s,iYC of the laic; H. A. W. Total, the eaperls who say that the property Fear for Crete fnn,oa 'dvad Il,e Mmntaina'• with N.aUch'I 1),ecntle leaders horn hid [butt dines en- lanced They hove been made 1N COLTUN XTA George Crutsl.tgcr, Genf "Taft" w m Injured rui°nsly. Mis Wheeler .f ana a ,alnabie, Today Mn, Tlrbor C I Penn esa Saddened by the vJi lad,o °f itf a•1 ! \CLLi,/ P`CLlte end in,lnbera of Ihe n...0 at ro _ ndltee' m she Incial gl"14'anders far IhF lty to freer nn vlslfors nMving hale by ¢nd Mis Ann. AHOM, all of me Teachers Odkge, will ante, Colum- still tinCpn- Serous at noon today. Roul:h miner'.. nreeellrs end flar: her life, Mrs. Tibor Menn.,e a 1 -� net shirts v,a her my clothing. bittered when 11, 1025 cam, report.¢ �+ Falls nttn SCCL Hrrhert Ffaaver wll[cnn[er with t Monad .ten rngaMmg his pianos- nu[nms911e. L'hfef Of PoilCe J. T, Hodson 1st J. bin Univetslty far the .svmmm seen Tne hctident ac TTed Sflhvday ight,norlh or Giolafleld, hear Once she wore the Med Silks a d that Sllvcr Lollar had mttnlltted cd irin to Mlnotnla h, m,mtve last' a stns .11111 n W keep lion. Wiiklns has Lilt fir beat from tiers wyen \Waver :s ta. roWdcd the largest Jewels mat -Tabor Ccold suicide, Mrs. Tabor refused to ba buy. n Ce- miner Is her have that Dannr had :Idled NEWPORT, n. f., Snly 0. notmfntlert of hls Republican I,.. IJ.nllnl HC r•,Cek a 111 o r- °(-tau, n OaNeatorz tar Jlw York and the witA a lntck one se,'- Silver -A uuvy ant. Years v ago she ruled a vents- her"If. Met she hid na way to go anpinnc Imal lilt U. S. s. [inn- no., rued Co. probably Wil leave Washington about July 611CS Pa,,, in iheh dltrlcl'oIro- ether s[uaenta w1It ]cave within mC seat few days. t3U Orl "ors sold Invesug¢tlnn shoatd ble srmY of dg,,4 os in the Tabor to Chi c,C to pmvm Ihnt m, fir ad Lard went IntC a no ,. dive Ind 10 and visit President C"asic at medlntely ¢fret such vehicles stop Ihe oWC•rs me rCgal.d to give the Weaver had been drinking and was n amfon, LhC most. Elaborate house °Bared body In the m ql t,as not dropped from a ....tt het :lot Into .rule, Wis, enraute west, driver n .vpccbsl "�ourtmsy lard" a- HURT IN CnfCAC.fi CAR Wrrytng lldnor 111 mr Car at the ticre of the arcldent. RP with his ever built fn Denver. that o! bar d.,,hter. he hart., her!' ulhi nri,,U_.. I[ Ten million dollars 1n the Since then Mrs. Tame has kept was tuned Ii,e Dr. Hobert Work, 52 'et rF of the Inletior sled by the city. CkASIT CHICAGO, Jul 2. -MCM than r Iwo colnpn»lonx, ,r,,s tb'IVinr m Gkln., -van, gold occupants s'.Cre .Maktrl,as nme p °°red Into the io herself, pnkl „g to ,io _tle but thorned. L1111eliaM CCmmnndi'r hi9 and r-ruly mad Chairman of the Kcyebilean ma- Clonal The card enables the tdshor to apeclal room au cur .In- :0 pCYSOCS x',,, I'lu,ed SeyeiAl Se- Ardninre:, to v3slt relntl y. a[ e. Ta and Lealinn,l the may miner who helps hoe 1tt It.., S Albert ana C, anon, d to YaunR wile. Tabor become polltlCa the dismal underground w-orkingl Ilan. Iintler Jr. W'crc bplfevad to . a mmi!le_, will cooler ,vim Predaent Cailldso tednv nod ol[er n theda amts. On the enrd Is p:innd naf- rlm,ilp. whet. two onset card CCll,d- ed hrrC Sunday. Froth car, were 5AN ANTONIO MAN POUND Cer -lord of Colorado, his wife be. e d lln mi, of nothinv. but to get i,,,, tv.: n p...... ors in the plane. Ills reslg,innnn na 3ntcilor ve:remrl' nc itgl,lAtlC,ts and „ Crtdenxd sur,:n,ary T the dLtI, Cing (.d _ded with pleasure Ct,er, in SHOT TO DEATH tame n lucid diclamc of Bova, the Mstnhiesm loth !n p:ntluahlou -- - They had daughter. I'.l f.ISON {Vhl'r r - hues of Abilene. Any vialtnr ail• route io lice parks and peaches. SAl1 ANTONIO, July 2.- FTancla- Co [:atul ft 30, died tuts mOmlng In a hun II.1 snort, p y otter police nod found him with n hallrt [hroli.h a She s am rc. :d .ARTICLE POR 1vhlmMnlly named "Sllvcr Ib1NY:' The Cro,i blaW of an CMIC A1Af. AT.IYE Tabm w made United Htstes •rhea the minc ry .Norio fore - r,iucnl es a A piper n "Rllrabelhan SC.AtCr. He saw his wife Ihe most Clased to pad Intercat on a14,00o Drama nom Li' Works of Sn,ollen'• OLregna Elected n T/ fit 4 _let r Uting k,mwfrlaly vtNO,h: tmif(c re ut - g Ilona will be P %P1 pC Im:n pPYtsllY. Mayor Thon,es E. Aa)'den m. E till head In a vacant Id. A pletal Jay near him Vmminent dowager In Denver and Mrs, TaMr borrowed in 1017. to by Dr L. It. Edison, head of th, Silver Dolly, the mists "lit alter keep the property open. F.n;lun dcpnrtmcnt al C. T. A, Ins MLXTCO CITY. .lid, 2- 0enenl AnRENTF.E VOTING TLANNE,D AT TSACItTat COLLAOS _ NEGRO PAYS I TLo IN SWIND- LING CIIAAGE Howard Medi,ldo o! Dnllas n e- be71P.. Too feeble to rt'ork herself m,y Lcto .peep ed by the quarterly Then nme the crash. Had ld C longer, Mae. Timor t,is. an her mnkad", 'publlrnlm , o[ the meats, Illness Wad the 1Lbor for- one Iner In the :Ault hour Chat in Mad ^,n Lm,aungc AW,I,tinn. Till, tune wee dies) [ed -a Il nut Ihe }a- Ihe few Wlare the forrclos- publlcntgns Ig aim Cf ihn n art Alvaro Obregon was ehClrd pvesi- Aunt of Merl Co yeaterdny In an CIPC- 1, tl0n In w111eh hC was „C.Opposed too . Since a great matey of the #u- "P.rtL9 of rho T.aChers of the! a dea f, from The r m I bond to rota, Earl Te .- Toni ht and e Tt gay banns,, fair, rocl grn. tered a plea of gnllly'r to pa weeks m:[ -. th ue Mataleai ine. When Talmo u takes erect she rosy strike an- standing maguylnes fit :he oclu ny. mat inn : the N. dlshubnnces Cllcho with Cs nce 4W Ite, ,he Cn bed wawa, swlndllng Tide, the v.Jaa of SSU died, in loop, the mile was his only ether rich strtmk o[ ore and entetgo nr.CUrlimV to W. S, Dnucho, nsIoci- mctrM hire vrd only n feW wore mpartetl thnmut� far x rat year, Palmate a pine. far alas.ntre valers acCCry. Wrst Teresa: Tanlghl a+µ1 Turaday and Imid n one in County Court ima esWn. once again the mish' t1 the To- Ito proffssor of Enalian eL the Col. the country. IDs nrM wdll nth for Ina to R. L. Merglda preakknt M pertly clXy. Saturday'. slW.r Ibller, groan tic woman. act 'I'Mic u, Itge, al. years, O:e College, PAGE T1V0— ECTION THREE L,ys 4t R P I THE D.ENTON RECORD-CHRONICLE Sunday, November 22, IKI Mrs. 13ierschenk 8Y VRS. AUGUST SGNLUTER KEtows slow To Pte ESL .A C rowtl Old Family. Recipes Shared VALLEY VIEW (Special) hirs Aia,y 131 —her, of Val - Icy View has 2l grandchildren, RRUN. (Special) —.Mrs Au -egg whiles, pour In mold and 1 cup chopped celery and celery in salad bowl. Cov so she's learned to serve a tlisn gust Schluter, who says she has chill. Serve with µ'hipped I cup whooped cream or wllh re m mixture, sprinkle that will stretch when neces learned to [eel al home in the eras Ve cup sugar layer of nuts over cream. ft sary when she's aspecling cam k h n whether prepnrmg m APPLE SALAD t table an01. peat process, making Sure flu' pan )'. fo ! 200 bets reupcs for pOQ the lA la er m the bowl la ni HEAVENLY HASH I Gh @try Pudding atld Apple S gr s medium appl s Whlp cream, add sugar and nuts: May be served immedla Salaq �a t" at her favor las I s p ground anE of FFI vanilla: Pal +ad lea. Cpok Icgelher. u.. .K,.., ........ .. _ _.. _ - eh?P, PP lely; but s test when left h alt "Its 14 sup sugar t tablespoons corn A ... I 2 eCTS, 6eAton -, Juice of No. I can of crash, ' A i ad pineapple When earl, add to mixture �arad the day before becaupe mlXlpe IhorcCChly, An whip c cra, 1 domfled MRS, R I'. IIABPQOI, tier MrAlou[ Is spooned Carnallen or I cup whip. ped cream .alt. Aped 2 scans, r a hoppa t diced oranges Risk Suggests 2 diced bananas ,-0 t can dralned p1mapple Off uplll ready to. serve. Nuts and marshmallows are �.., ..N _ n1 u'mp111s..Ing cream, and ny rms s l litullon the dish may he pro• '� e [ :. •. - �arad the day before becaupe -- MRS, R I'. IIABPQOI, tier MrAlou[ Is spooned he t,bhe doesn't weep or sep, snots. .alt. Aped 2 scans, r a hoppa j1VIrs. Harpool Adds This -That Risk Suggests sldenl f Denton, Is t a yenta, 6 and a( t tin. Hatpnal home bounces With ac casserole dish. tl 's treat that For A Meatloaf That's Moist Y ou 'i repeat orr other p eoppl or aril E I Y nand ng and a e forest Is the American Asocja 7 { p � • hlrs. R. T. Harlow of il0g part Al all." Tf asacclallon &Ry, bet Nits Harpool admits 1 t bl sl BOn sugar 2 tablespoons m e l t e d Congress "takes meanoaf made a trip to Arkansas and that it 13 don't attempt to gel 1'ALL4Y. VIEW (special) 1 lahlea P°an putter that an serve w(d, spoon s4trnundi09' mountain areas re- together all at once too often. the de ,the, Iha" cutdng 1, w;lh a ee"tly and enjoyed the c010,lul, When They do It's a epedal ne nio o €hollow baking Ikntlo, fall land. Ca— d, :h .Plata os a y It's mcbA, she says, "and A She a member f the Den recipe is as tollaws: Rick's dotuls os port 'friend of mine. says it's the ton ride" Club. Her late 1146. Moist MEATLOAF r s 9 o Ge "pro ly only nl aileaf .lie's ever eaten I band founded the Harpcol Seed 1 pound ground beef h ih d that alt likes." item c rvhleh nilau.s to be 1 anion and I small green pour -. - j •'1 put a little hit of every man gad by her three s ns,'.. pepper, diced nuts. [ d r 6 I .thing into It" she admds with Ton,' Albert and Waller I1holl t cup diced celery vnr honey rh <k s Ioboal 2 ",test Place a €mil such as Chopp d green peppers onions, son a cateup the hays and III I families. E egg To ". and Rebecca and seven 2 ellaes of bread soaked In Illy.. Tbouyh her pion ohlldrea - graduated alto la on ae• Mrs. Ward's Banana Fruit Cake Recipe mombor of to P. alters Asscelahon and when ' toads `amm " " °° of the ` °- Banana Not Shared By Valley View Cook tat inn wap seaNing holp Far annual mew' whloh they Pro• e; Mra, sghluter was asked f VALLEY VIEW ($"Fiat) d gg Wally for her ability to Cake Recipe Mrs. W, M, Terry hs f and an s rup, r,16 flour ke chioken drooing, Inlfresting hotld4y rfcl Ba ay raw pan odo he has been a member of Mra,'. pia Ward has peon a nano Fruit Cake silt n n rA teaspoon salt Homo Pamenstradom Club mombrr e! the Chlpo EarierA finds time to propore for ape - Zd years and en}oys cook• Star Lodge for tour yearn; she alai ocaaalona - t teaspoon vanma and sewm as ""holes Plastazaraft la hart o sic 1 teaspoon nutmeg !a the worthy matram dher Inelvd as which she hp she Ic 0.0 an aellvp member recitation, bet she Plan I ys d Large rpc bananas d pf Inebda deep sea Rsh'of the Crofton liaptlsl Church, baby sluing for her daughlerl 'tv up buttermilk and hunting, she also likes s a r vl n r as Iraasurer and and daughter • In • law. ono Insect, $ hSix d y gredicnts together. Ira. SAhluler has two mar. (oaAhoa the Intormedl+le clasp, aon, Jerry, lo- still. At home Dissolve soda in buttermilk She has th[oe slep•funa, And a 'Mrff, Crry h, the 1 lley a d add eggs Add first and 1 sons and ova do"ghlor, young gMndadughtaL. View " and Era correspond rd and lxt es, Add fruits and and, BANANA NUT "I": for the Ir6nleB Record Ch I .can Bake m pans placed In he says the recipe for "Ao. li cup ahorlening ICler and manages to f lid a "ll€roll Un wdh vale, Soled;' is an .ilglnal I Iy cups sugar several Interesildq feature €tor ar a d ns for t,yo nears at mottle '€ and Iha! she has a n a ages or far pnhlloAllaB every nanih goo degrees I the redpe for "C h e r r 1 cup mashed as"s"es or so. - - -. ;ding" far a2 yea s.. The pal. 2 cups cake hour Her daughter, Kay, Ihlrs Ce- �y/ recfpe has been a most al 1f loopoon $Ali All Neu) and VII Terry both Li Ule Thn Iv'Ot11D]l annual family Christmas I leas aon soda live ,lase enough to coil Mr. oar a-, loan s she an ra- P g Finds Time For mhw; Mrs, Schullor soya, !Pup h4hermilk And Mr. Terry fa[ b b5 CHERRY PUDDING I u,opom vpnllh, Ung: Tharp are sewn gr a -hu. {iota CUtaffe f�t'e8al I cup sugar 1 sup chopped Aeons free In all, alX little girls 6 1.cup water Gream sugar and €hortenhg long to Kay And her husband art LE ELM (special) — I eight olmce bailie mono Add eggs and beat well. AAd and one uandson bet g.. to Mrs, Z,li, anonpef, who Is no cherries mashed banana, then sifted dry Bill and ills wife Two aaslslaor post m shwa of, the 4 eggs, separated Ingredleala ah.,nolely with the grAndghl]drop Are expettrd this llltle Elm post office and also I loos cheery $alto bultermikl Add vanllla, Rake wlnkera, se s for the public, manages la In greapod, floured aInch r r Mrs;; Ta 's husband i a find ome to take ,art in church 4 cup vanllla wafers RY I cup nuts pond, In moderate oven until ma1lcarrlar and a ftah r tan arils ;ilea and still enjoy cook lake. a syrup of the sugar, tests on They've lived In the ',,alley ng ter, churl idlee and Jello crol end pet layers .together View area 96 of Riot, 38 y s A r m for yeast biscuits is >+' µ11h froe Ing made at } Iable.. aI marriage, I the 6ea en egg yolks, bah a ons one of her favontes. a few minutes. Add wpfers P° lied butler, i4 sup Her realpe l€ as fohoiys� s and rho ehe[rles, mashed bAnapa ass raps paw• BANANA FRUIT CAKE VEAST BISCUITS Ppm de lad sugar L I As n vanilla. st well, Add sRtt!y boalap and 15 cup choppee pecans. 34 pound - - Y t k pitied dal[qs, chop pod 7 lo lake warm mater n d I I dd .. rd1 soak file bread .;mil {- Inldr n Albert and Dpal and milk W Ile, Scan tomatoes Mrs•- 2 ups candled chortles, p 'hip g o ly lh1 child` n, and (pun- 'k kyl a d R _a and visit for soh and pepper to taste Mrs. Hainaut, a lain hot holiday cu v si the Mla Ingredtenls hake in Merman Shaw Shares .alt. Aped 2 scans, r a hoppa 2 floor t t It and top a h a sldenl f Denton, Is t a yenta, 6 and a( t tin. Hatpnal home bounces With ac casserole dish. Recipe For A ou pp p 1 p orr other p eoppl or aril E I Y nand ng and a e forest Is the American Asocja 7 { p � • : Date Pa +d��] Bound deandled pineapple, Pe I 1 t bl sl BOn sugar 2 tablespoons m e l t e d moo gm r sad I tlon of Rehr d Person I She es al fly enioys the 41 s Vanilla Wafer Cake Recipe 1'ALL4Y. VIEW (special) 1 lahlea P°an putter cup go den raisins 1 pound ohobpe+ aced - the de a P p c1 ;lop "rakes We Mra Herman Sh.w of Valle 1 Y egg fruit sh rl mrg not col. iH hall such fun nd e m m II�� �1l -s.. Goteller s Favorite 11-v, h res her r. Ipa (or 3 cups flour dyed Date Pudding which J•a s L 1 lea'N', 'i cup soft butler or 14 Dissolve yeast in water, SIR ( am g ll on tb I p ,ls but Ih o! ga g nv ba„mg pce der right for hat I y rrl..t ng ] p cut, She's 6ea ti'ian Slil .cup margarine 2 cup g flan,, g If together. Stir ye f dd h le ng Turn , her,. nil a ou s the best _ 6 P PG�O R (Sp ^tall — \Ira ;lava Io play cr quel. she Is at s G mbnc flour mixture 'with Hecate Sal,, t Valle " ""l� Y Fora sums Sreslur c,m flo, ed bo rd Farad tight- 1 Roll dau h g t Y once [ 1 !H ra Golcl 6 peen a active member of the Pan l e rain.€. oak in 3.>0 degree assn and her hvshand Is n engineer .pine bronn cold strong coffee ilh until smooth. g ;, inch thick and cut into b{s- ' ge g .sndp bears Red w Ih d red..m d f r t a vs d First Bap! s[ Church. for flag Iola Oil Co. They've u"" Tills mill and add scoops of coffee alts Place on Greased bak- q ppt aloe I u eagelah!es. tong - f ut c7 s She antl her husband moved lived Ir. \'all t for three is good €v.lh or , ilhout } vanilla cream. No need In g p n let rise one boar. Bake r " land ads g. enou amount of pie 1 \ "Ills H fe Cake to P..drr from Vernon Ia Sears. xlupped cream topping. to sweelen the coffee! at 450 degrees until In— .v ' -7'•r� butter and me Geshl ground She p tally 1 e , ord mo lhs g Ipepper mark I S have I on , Robert E 4 and says, 'Ireally dal tin ILLA WAFER CAA. - - -- l 2 t k Shaw v.h lives In Salina, K nd has three children D b n 2 D i elegance P aged 7 5 and d: and Rag 0 w a student al E asf Glared €Jana+; a egg sam w' 12 Dance box ila af Sbpo College in iom m_me. Let Rick Cater Your Wedding or Anniversary Not only will we "bake he coke" but we will also furnish delicious punch, all serving pieces, attendants flowers and a photographer. Just call or comes by ... we hove o private counciling room. 110,: �+ • ELEGANT 1 ATIE INTERNATIONAL DEEP SILVER Ab (1 d 1 P, D •,5t label Ih Ild PI n t fMu d I t in f d II p df n ( lu ngHavry ��f Kovr, m acoanl<z 4 l uh, �t rte . ilia F SE., ? TODA YI TfRIdS �d • i Is 'tQ, el enill, 1 en ounce package an Mr. Sh n 1.S, oak off and shares bet interest In u, g A besting nilher h s MINE AND MEXICO" FALL }p•_�y���, .a� ""°`i G racists Living get flk .n[ I p 'Ma's C m mar a ids 6 d raClpa You Are Cordially Invited To Attend The at d GI N.11­1 P+rk. Sup• I lied ey N rth t arlenf Oil,, and 1 A, N I N ahw +y CoeamltAon, d d ro II a Dal $g OOO �s 1/3 1/2 p p i m R g od, P 3 1k , C e el da, and u g R Odd g tt t t me for"'. t "� mfl m11k Add coconut and ns IDEIITTON PATE PUDDING I pack g date, (app, malely 2 cupsl chapped P L t t- f. mg RECORD CHRONICLE piste f&o r. Fraere .• +hot you do j r9BdU/f/ Ir0/71 PLUS p P 6nuerfl. bake p mii - one °pf not col. out of 1/70 (last i • and a1p27 degrees for on hour and I 'cru lies, wailer ever them and letbcan' Combine: 2 cups sugar T D A v c i r i inm Let Rick Cater Your Wedding or Anniversary Not only will we "bake he coke" but we will also furnish delicious punch, all serving pieces, attendants flowers and a photographer. Just call or comes by ... we hove o private counciling room. 110,: �+ • ELEGANT 1 ATIE INTERNATIONAL DEEP SILVER Ab (1 d 1 P, D •,5t label Ih Ild PI n t fMu d I t in f d II p df n ( lu ngHavry ��f Kovr, m acoanl<z 4 l uh, �t rte . ilia F SE., ? TODA YI TfRIdS �d 1 d++sart r.rvr DONUT and CAKE SHOP ✓`cexeters D•nfad Cantor ' 387.2147 WEST SIDE SOUARE DON'T MISS THESE EXCIP71ONAL VALUES Buy for CHRISTMAS 1323 Oakland — TWU iss endley7s 1508 W. Mulberry — NTSU NO ADMISSION CHARGE -NO DUES Just An Evening of Free, Travel Film Entertainment MONDAY NIGHT, NOV. 23, 7:30 P.M. Denton High Se pool Auditorium 2 OUTSTANDING TRAVEL FILMS ' "WINGS TO NOVEMBER CLEARANCE i SALE new! MINE AND MEXICO" FALL We Are o• l k d G racists Living DRESSES F h4o d. e. Service for 8 at d GI N.11­1 P+rk. Sup• I lied ey N rth t arlenf Oil,, and 1 A, N I N ahw +y CoeamltAon, d d ro II a Dal $g OOO �s 1/3 1/2 p p i m R g od, P 3 1k , C e el da, Fighi spree. Z t0 /► f loo wool r d to piste f&o r. OFF Baer. alai a -2a ray es $1193 $59.98. PLUS I GROUP th emu, anted one °pf SUITS A6 if.1 eladl.o of Fell i • � SSE sell' in the t slyles nod f bric> 5 6 -18 $1998 ro 509.48 9 OFF a GROUP FALL ; tell 11 n,, Pams, eloa y/ SPORTSWEAR a d =eI canon T i I, c�d J/� d C.d.,ay. tDD% waci �,t.. or Minch, Regular " OFF Oeel 6.18, Jrs 5.15. 1 d++sart r.rvr DONUT and CAKE SHOP ✓`cexeters D•nfad Cantor ' 387.2147 WEST SIDE SOUARE DON'T MISS THESE EXCIP71ONAL VALUES Buy for CHRISTMAS 1323 Oakland — TWU iss endley7s 1508 W. Mulberry — NTSU NO ADMISSION CHARGE -NO DUES Just An Evening of Free, Travel Film Entertainment MONDAY NIGHT, NOV. 23, 7:30 P.M. Denton High Se pool Auditorium 2 OUTSTANDING TRAVEL FILMS ' "WINGS TO "MAKE CENTRAL AMERICA MINE AND MEXICO" MONTANA" "9lanvenldel Wei— t. Cana al- 11� The Mery al N.0— and of You— El S.N.J." ce.fe he P+n+nr, NI - o a M ador+s, and M.A ilk+ at d GI N.11­1 P+rk. Sup• I lied ey N rth t arlenf Oil,, and 1 A, N I N ahw +y CoeamltAon, lookl s through . 010d..cepa ... "'u""' I ......... +oleo, +nd Ilew- fl. h of h p +nd cob, FREE DOOR PRIZES COME AND BRING THE ENTIRE FAMILY, WE KNOW YOU'LL ENJOY THE SHOW. EVERYONE WELCOME Another Public Service of The DENTON )?ECORD- CHRONICLE in cooperation with DENTON'WORLD TRAVEL SERVICE ;,seta et: Otis AMingtou DREAMLAND Dies in County TODAY and TOES --- 6peclm to Rergld- ChrohlGe. Tw'eirc mm vD.. I-, x LLWI6y1LLE, JWy 1n_4,Pr-Otia Addington, 50, died at his home m n n M1rnlar oY , . of town t4ldey a ening after me,, you, nl,h s'edh s et sc.elsl tnasLlzs' dma- e. n. He was bon, in TraNn., -,;n- - Ito and !rod lived here all his ]lie, t1¢ , s-1 -d by him wife, eight ' � duldrea, his raH,er, ]lock Adding- ton, all of ,RWisvitle, and One ela- �� r. If., B. P. Leslie of Bonham. u, •I'l,e U� � Y//j�1nItI�I/�■y4 a I IJ i a wee onduced by Re I. Ldie aSSl by Rel. E, C. ce, at t he OI d Ban ae to ry Emlyd.y n. Pullmm ,ou, - $am kolh, Mdr mardus ron OlW Dick Gd Grim y, DaYe PAT O'BRIEN stet acd T Brewer. RALPH BELLAMY l' T' waaamgWn. a resident .1 this D, I., fee a nuena, of rears, ALAN HALE died at the nom¢ of his son; Usm weddineom. at Hale Center E11day. Batt Com He a survived by his wife, thm. Batty peon daughters. Mra. J. C. Colter of We- Tam Brown - Moms Kate ad belle of R.ck- ` it dJ Dorts , Sum Harold DID JD, [ H u Cena Yr. L,ee rrwdS et_euns Me 1 ]du - d by Rev. Alf d Dead. d>m tT \1 I W If. all he First M e ' advst Church Services for Ib -��-- youple people are being aidera, I Ju 1m "11 day Th morning services HOLLYtt'OOU O head at 0 oclark and evening at II ]5. UNASHAMED z ) `qe NOW 3T x TI[RU TUESRAY �attC \t 5G t5 star smrls at ]- 9 :07� :53�:: `�z Oy aTO �' TeleDboae Ja :ASANTLY COO',ED WITH WASHED Grand Leader Co's. Harvest SALE Low prices on all merchandise Visit this sale FOR DEPENDABLE PROTECTION, SEE - KEEL' CAMPBELL sic CO: at Ris A° IN usAtl<i LAWN MOWERS SHARPENED Phone 806 and we will call for and deliver it Remember we can fix anything with our electric welding machine, HANCOCK.. MACHINE.. IV R.111THI1n IT I: tell Asia 111, u NoRC .NA}' If,rP To YOU No nlling a[ut]o. seteoe..n[ "I"OO xe i.o 'a ea M alum d°oe, one Oe I- In- whet w'emn + �- • u aJ n Oow men yea :ve`a`hi:e.e cause fleeter C. Pyre nk °.,.v. na. sva. - an Im. ( g c / w w. tern May Mrs: Carter Dies Continue Flight Sunday Morn 1 DAILY MARKET QUOTATIONS LOCAL n IS Ib�. lab -aa6. ... e, Ne, e8P De IS Lu4 , .ate. - @,tatntlom bored on twq nvd boor]; oe .. wetaen. (P Ama,tated Presx7 Mrs. Flarmc Carte[, 74, died at ae «nmaSmhl 1. - A plan to Omoac Jimmie Mat- her helve, 412 South L-Ist Street, FOItT n'O.TH Ln'EPTOCK a m oven... IAS D] ht .round Sunday at a a. m- foil -ln on ill- IrN.. ilcome'b FORT w a'i n. JWy ] (APl- 8 R P e. No. - Ne. a, l Tmtlmg hn Og�vwle cat Ue a aa0ouat Ile A'011tl-- UPSp :te the I IsfOrtUnP l 6r oY n v tllun twe m r(C] FU- I -4o 16.; tOmaW¢6. 90 to 6c•m.; Co 4fedy m ,lay. 6i pater out appersidly ^-°eked hex piane O,u] surYces re to be held in sc ...I; squeal[, So e: edam, 2' were cure t e ed.ol. of ISO. eyond mp.h' 1, egbecia w [,clue the home D Monday atlernoon at 4 'b,; DOW. 3e ., aleck t. peas, Hogs wee 6- 100,,lower, LeIDbs., and m today. .'Clock, conducted b liar. H, E. So Ib c Here 4 to 6c IG.; Gaeta, yea'RIN.r w at he IOC dR.• Walk, r ta, 3u to 25e tloR, pems, Cattle: 2,000; bulk kwn mum Fr.m MflOy[, 6lberla, Matteyp pasWr of me First MethO- 41x6 bushel; km. TO 16; v m.- IS ... g[maem value 3.00.4.00, goo, arelaswd his CMcago backers ass- asst chart.. or wade] sue had been aupee 2fit to 7fic bUehel; Ilmn beam S.GO•y5: butcher owe 2.0(1 -25; be Ib. ar m 9c lb.: w 1- me 1 OR that a plane be sent to ho could n° ahnust lifelong member: curls] o pe ,term¢ d um m ewdt led, yculinga am,md y back LD New York Sola.. was b he he the 1 O. 0. F. ame- m g c to 1c la.: gmPea >7 borne]. 600: metlDaam a ckltlye I-e,. 8601 The backers said they would "d0 ter]'. and palmearers were W be R LOCAL POULTRY cWVee 49o;' 4 r gm- heavy rything" In that, power to cam- P, Dnasllm, Abney Ivey, Earl Dmr- Hem be in 27c Ib.; mm b: Ives: to.^keroen . eves 4a', b•. Matter. sage, -ived last ham, Dr. T. C. DahMns, Eugene frYets R c m- tttrkermheo lea enHOge 8S.O.: u. k�ha I ht, asked that a NeeJe Ib.. tuna 6r u, ,De ac Ib. :guineas m news n expeal- Fowler find L. O. JOneS OI Hander- 369 each; eggs eandletl roe doe; eggs R. 8,00: paprrlag lambsaa660- Thp tiovlet w 'co Missiles, be gent. sea. 1 a., a fertllee 11 -]a 1 -2a dov.; Poe: goad 'm,; we m 9.60.. -. 'a that n goverl .b m n sefrs.a Carter Is a [ vIwd by Did, ere nr ]butterfat) 9. it, nL- pewsm- sea lane would one nC r mletive, her dabghte[, FDav , N'EW o x COTDI'on' e IChebv[ovsk, oudd., n - Rennie Carter. ftlP W Loth ail YORK FUTURES rNBW ORLEANa, wJUeye r rily for Anadyr, and that tit rrwas Mieslssippl and Dim to Denton N w xur July o-(AF)- Cot - ten m h. v rJ' ¢and 31 h Y to fly from there m Nome, wbr. quite a YO v gh'I. received Nn [ se 4 12 hum. and r t s mvr a 1 hb roue ]sake t. Ndmn Matter. to Amer- her education but , antl wax Ne :. IrS eidritm ap o In owl --tCBe- Open Hleh IAV Clara aln„ ,dare, olghar n krrit.ry. widow of W. A. Carter, whom she J ly 090 10.9010.8D bled tn¢ She tl a further aenea- Mattern'S own plan was to fly so- uueled Dec. ID, 187'1. and who has OCl IOM 1093 1¢63 MS.-au []Snap ..voce Ia stern.,, from Anadyr to Nom„ In the barn drad more than 50 years, J_ 50,80 11 ". l,1D 1106 -0'1 PILL bxdes a.-'mrs [ 29 to merles. moue ealaediE.on plane J . ... O.PB 1118 le .18 tl.l4 -lri IS points Tl,e ma ket ro 1 ed ,d [or the members oI [.1¢ ez 4dt- Mar 5' OP 182 m I Improte on saemined hen X"' i Rockefener Says Mev 22 DAP 1 . a 143 -4 oawber aawanameto tae4 a as. tech H beatl¢tl by Wnllant y BWta ateetly tltll, g _ b. rmber'ta 10 UO 02 to $6 poi m I Tw.der, to return m name o He's Ttio` ""Ol'd' To b e MAI, 11 ..-Ion plane. 4.O \ERANCNT BONDS Lao la halt P 1 Smile -But Does a, w roan. Jai, ip (ArJ e�etr-toe.a a k Map 6eM Pane maul hoods. One mg LOS, cause H 9 1al¢St n:P44age sent to H n. TARaY yn,, N Y .roll• to,-' L't yta I4]e z2 -4T1.a zb les.1 10P 23 [ember to H.TD, d w 1D? 3 be D her e of his backers Itt Cl,,- t John D Remollull Sr s¢yS no l0a a OD. ]099 r°m thestoDo bwt° O: Bm1° go Sale. n 4 � -4n 2a 38 Oaad IUa.31 lU'l -e l� ,t r OctoLer NUmal Nbw York w'il'es they (with R smile) than he'9 far Loo oM' T'e y 4 1 -4e 4v-52 110 ]Ua2A T'm a d'O.TS for ➢ecember, n reaveiy o[ to amne, 44 -64 ..............100.18 106.10 10I 6 to 6 polnte to I-.. a7 W as poAte L send Nome airplane W AmWyr He was P4 ssoutdny and he ws.t 3 9MS 4S -56 ._.....1w.a6 109.91 IOi•a6 am've a Cuse of Saturday. fly am to Nome. Contact them to mooch t14flen he came s -ame 4D -4a Jun 10,.11 ]02.10 ]03.10 Sr [O xe ed arrange N, it W come ]more Dot ootoglapheza 1 hn t h'm 43.47 . ., 10393 102,18 02.10 yORA, July to -tense r Lely for me W fly solo t0 Nome •gone, ]+]ease;' tt V 3 3 ea 41-42 Mn 1 4 192 B 103.1 prla m 9 8 1 a 6- 30,.4 to ovemenu n tl to ,IOE tD IS am tq Nome m -Rus- DOnt say that, 1 id Just 3, 61 be +B.,.. IBBa Ou B. 1 des cluck market pfettue today am ai�onene comma to my md. nap Your Picture- Remember.. I'm P m[n"' In ins ...age [o a old man and t[ -]' -,led le Ae. ORLEANS FII -OR-R to peep p o New lays the ,l tea York Jaurnfllw eackeys of .would thick 1 were preteading I 'asM1y GRT -nAN6, JWy io ft ) k t = °illg�nagxcnppngtle. 'kknndc , ho La t Juoeal not Son¢" Ce cton rot. m cored er<etly a slowed eo elyy 0[ort Oaks, with two other members of c - n dt,c o 9 to IS h, c a rs PVrosdmated The erased arognd him laughetl IOt oog Item,¢ g Oamately keexpMrtlon They expected to Then Mr. RorkefeLL smned: July ., OPaa4°lo lssht094 1069ae 'o - IT e- off today W jr, W Anadyr by cord a kv of Fairbanks and Nome and ;O i lial 005-au NEt4 YORK COTTON . Comply with AID MIS request. m BI 1 R New re J I 10 -IAPl --Cot• They were welting thday me nr PILOT .Pfl(N'I'�. D� ;;5 1 1 93B ton opened a 1a -30 higher on 0.0 revel 1. he Prhlc¢ Rupert, B, C., 01 See, - 3 . 110.7 I1n4 11.678 tivU corm.]%].. house a Ierclgn Thomas Abbey, u Ina,soion, and S,,,p, m.Recm'd-Chmniclr. L'NICAOO POUL T'RY bteutllet mblm. lu'oyg0.92: Oeryq 108o0: exacted to take oR coon for Anr, PILOT POLW, Ally. lo. -Rev. E. C.T. JuIY 10. -(AP) -pout- Ilse. 1080: tan. dyr DY way of Fairbanks and Nome, v. Cole, pessiding elder d-the Ian- [, o Sttad3: hem 11 1 -3, LeIm, e: miry 1 a fp %ender end his compationS ton dlstitct,. Wax here Sunday a -m 8; tOp. ]0 -11: mr., 'hi I, he v rnme -D a- n dapcke R -10, old 6 -6: spzlnog ee flew sever,] nays ago nom New route to Tvghls.Cndpe). where he ese s red. publlnhea en[tarn vevl on Yoik to Terrace, II. O., wnem they id 9 1 -2; col.red frYem er a Yha.. tvrtla `, w paoFee texpectv[loa,a Preached et 11 oa1.ek Slid held 14, rocks 161 -a: aeevy wloma .9npgs t Pm bit the re ae4e [prt'ed down. 8¢CenS¢ [I':P ephogrly co^,f -ce.. A number or 19 1 -2, heavy mCka 1B: IeBhv'rrybro :l. pucka t m °lwmmllgtan w h r - pffiOe can" heavy 1comprent Lilly lfetb.dicto lrorp the rapt -nit a ll I -a -53 1 -2, rock. ,14, co omemp nurt.ams°r„ amgrrex. expPCIW f0 use a i(ghter ode fur church went out antl spread a pie- cabmd bra le,x -R Ib., la. HuV4ng was genervr prom, [rte flight to Blberle. me lunch with - the'Church there. AtCHO1C,1G0 Po6...us actJwlvea mont0>era verall Ireelli Five Tourists Held , L, .. Mel- eaeere. ,a w Maueal O. et ftyam L, from Selz antl Mar- st edy� c mve�- anevl¢>3 (B' 1 oral - r rts5 6812 rPt, dw, from Denver :et- as -26 1. air jBal - antl eou[nea'n selllug Om.grtt e p urday where they went to brine P. xn uri86 -871 a s Th t In Spanish Prison i 'a a a -a, ask. Or �p °Iota [mm the nit: 1 -�: a dar0 100 tralivetl r - ohee ou Ilnpognfl E. Selz home. Yz hex Oeen ID in a a s 9bal age, eteaap; extra Orvta' elllny a neeree aptrung WASHINGTON, JWy 10. -(/rr sanitarium at Denvci: He Is sllght- 1 [re h aed Zrafs - 14. ndve rP .�ent Oewoer oRnto 1063, or 1-111 Am"Ican toor'st6 lave bee" ly improlld. neat __Tes sal t- . 2 1.2. ¢bout i6 pdma[5 m 1'," man, ImpIlmnetl without ball since Jane Mr. and Mks. Bernmld R.I." C but the ecnne brought In larger 4 1 a SpanLSh prison despite pro- and children returned to Bracken- _RroOu COTTON Emend Imes trade d nLSl.0 MyERP00L, vY -jee,) ,[- s Wlgdayy Ocl.he[ w testa 0[ State Department oRlclnls, ndge. 11. o bn es ail Ame sea app n:ling am0 1 6a wlm them et - senaror 3DIkIeY (DOlupl said leis Maydell Wallace of Deaton na:emta duel I Call; D's 4 skudy at net ,dvnnces of 20 to keg WU0.y up for )KID bad been was here. P m� lower; ,quomnam pen's; .,data e .directed to him by friends of the W. and Mrn. Jahn Elliott of Da]- c n atr]et goo0 m�aaup 6.76: urea closed firm. 48-52 hlghzr. ianad tourists, a tlr mlaalma 646; s[ri ]smog spud ateadY. mIdelmo IS- ]as were I;uetm o1.ws. J. £nano ,156; m smog e.bl; t . taw mid - Ope of the flue is a women, Mis. M[S. J. L. Mellott oI Dk]las Is via- "mg 6.gtl', sew mtddnvg 6.6e; a riot DIAR.ETS AT A OLANCE,. Clinton H. Loekwaod, 24, wife of III, Mr. end Mrs, Jim Brooks, INOa ardlna- 1 5.49; Imed ptdlne[y 6 - Jalw 1y �l %1 -- Clinton I.xkwood, a New York City Mr. and Mra. Yancey dootea and I8; futures Closed barely steady, dOy 5.71E Oct 6.75: Dec. 6.77: Jan. eke lrmguhr, pladma`ffr"hf.' m the who G One of the All, man daughter rPtn.lPd Co HOmmR. March 6.93; Mey_M7, ][uses hrogWm; mils easy. held et the Palma CrtY 1 u, Island FLSS ,Mary, Jiottpd WeS,in.pa�las, - - Cx a. Irroauq r ,wet .exec etmag. Of Mallorca: - 'Je s Noel of haua5 vislmd L . Dxx.r AP TEAAR- RPOTRIxP I m smlgn atmng: tl°llsr The .then ar Rutherford FDI- Neal. Acton 1046; Ovlvmt.n Ins. x uPOS r uro ¢ea%ong; h�iTxer areAmg ex left.., 53, mN[¢tl Columbus, O., MI54 Nathan ECWIR WBS I. Dallas. doer N. a chu pe�vd I cm hO erkele. thold, I men; Kahl'Ck F, Mead, an Taylor Cash' of Deph m visited - eager doper: ". msPe [ nsaek�e, . ampt of NeW York CRY: and Ed- here. CxTCA00 GRAIN PRICr,B o ea mgnrr; ar II antl W. Rlodeett. Of Stamford. Miss EUynb¢Elr sound a Sea " - CHICAGO, Ju86 10. 64P)- -Wheat vwry=Le. an Cones, mss an ards, moot 19 guest of Mrs. J. B. Salt,. No. 3 red (old) No. Gn+a (a„al C CA00: The m.lk[ has seen taken up Cy MI•. and Dirs. Lmmia Bmmn of g nl -4; Na. I. held 1.Ol -1.oa 1 -p; o wheat higher; rye arnse0-Ily (be State efl'Re C m l ➢B t nthandbee. Mer ttw Iced h e. dd 9d 1 n 1.6; N p at real er.' b11 011nt J bs and Mrs Alex- - Cv a mi* C lei ng hog teen,] bled 1ns1 tl to try d -[I' L meter e Denton. A It N a l l ¢tea t p weak t„rumlot. to ftn alien $< M Ad'i Al_ ender of Chines• a� 2 a 4 Ft gs 0 r top e4 D. llle ie red Mr. and Mm P, E. a -45 the Ohio y i le da of the 4s 3-4; VAGRANCY CHARCFR IFT ED as Alexuadek'' BEER H.AIBR MADE I "nprlsonetl q i let II Luma N miLK Ur9 enE fait d 1 h tan een Or NEw J ly 10 -(AP) TWO Pn t P m[ egrce d of Me Am 1 n5 d an Ofhcer o[ a, t t d [e tlp 4A 1so nfs DPnfAn m f R rhe R f the gumd a civil, the 6panish m„ Round About Town ml 1 an law to 13 v,g ce, to Jm.lre court here 'oiler ibry police d slag '1063; ]mod mMmlpg 1],09; Saturday afternoon raids when Mrs. Lockwood, aenat0r er kI m I've been a sure - enough work.[, reeelPlx llet". JOCk ,29,749. Saturd y DI seized a m`4 w D Deputy s edvL7¢ has been Held N 8° for the past two weeks;' sate d. C. Li s'omb. I've mo becuing AANSAR CITY GRAIN beer, About 50 WMISS were se12¢d solLtary confinement In ti, harp P my fa1m, r LlLtle Elm ]IANEAB CI)1R, July at Pilot Paint, according W Deputy wheat I 1 -a . e to t i-ghixoe� 's quarters with s haU- craved' ShcrlIf Doll's Cu ]siege,, who, with ail Mellarcan,'• and fil!Jng it thtlhay Ll•s been Na,.a dark hard. n7 -Lea - pretty hat -ba,d wo le, hut,. at that, harp es 1-4-38 ie No. red, bl 8-3- Marshal Choleadr SAN, made the I think I hove enJoyed it m an BB mvkty. 6 -a. told. The Ip0a1 laid, made erst Of i. COURT. HOUSE u hi :" The Our. art the lane Wm Ole : ]vly 69 fePe. 97 R -8; W. by She If G C bekrell and g p I]eC. 0.a a -a; 2ah I.U2'a Depa,Jes Cline 6mrr, W, n Shrp burned some few weeks ega.� Corn - her: No. 2 white Berd and Gray ctktl about taro ss- 62.S -4; Ntlo. P yeuow, S4 _%a 1,-2; m n DILRHIAGE LICENSES Don't become alarmed if m going N D e 56 -57. umber of bOtttCS 85 evldenCC i. J °�es 'an'ICO eo Mary Lou .rend the 6nenl['v rot y h r Clore Juty 6e 1 2; Sept M 3-P ue eahaut 390 bottles wP pm]red aa MP Pap -POP Sound It3 t. gun It.CaL4trnUnnged to 1 P'alghc N Georg¢ H Flowers antl Arinte LvOm duel at all. Its sum high p d 3 wMY¢ 44 1-a. isago¢ Cnants Wnrm' N08es Carden. beer Luken In race tly th tJmt k Mons add Hirdlo Ire Lre RAN- CITY JLIYEBOTOC ,E'rA About 2,Om 000000, na these L want to stay capped. like the R O H. WcRord and LatUa Belle prides, a way that SOU. -DI the ace c ogre 1 . -(Mrs 4 perspns dwell on this te[matcnf i BhnPwu l o ha 0 l a pistol and seven! [el- Cirect; t even tsp 483; 85o bo tae, the League of Nations. Bush bhtihs l REAL S6TATE TR4N8tR9a 'o','s have left EhaE part of the Court 325 -g.qb; pecNtng cows T16- a d teams show a tendency to de- Wayne FrtY_T1 rl w^fe T. DOLS, [flthC[ hurriedly. - b; etoek pigs 70 -130 lbs. 2 C� Harp.ol, lot 2. block tb '4 Schaoho dd,,IDn an neneD. a30051JaI� B,oCn 6 1 the 6. aai as rte La.D. _o, If You Can Afford Ice - You can afford a NORGE. Model A =44, complete, in- stalled in your home during July and August. $6,00 down and payments that,average 15c a day. G.W. MARTIN Radio and Refrigerator Dept. 411 North Locust Phone 302 PRESCRIPTIONS JUST AS THE DOCTOR ORDERS We place strongest emphasis on this brand of our business -that s why your physician will suggest that you send pre- scriptions here. A Compiete Stock of Staple Drugs at Reasonable Prices HOFFMAN & LAKEY Phone 188 4 Sweet Milk Is the Food for ALL Ages? It Milk and its products revive tired bodies and help to keep y s 'heeks rosy and eye spark- ling. Denton Dairy Products Company 11 Call 292 Today VACATION TIME Put your mind at caste by placing your valuable Papers, jewelry and keepsakes in one Qf our safety deposit boxes when you leave an your vacation, We issue American Express Travelers Cheques. First State Bank Of Denton "The Bank For Everybody" PROTECT YOUR TRAVEL FUNDS American Express Travellers Checks offer the best and Safest way to carry your money while traveling. Denton County National Bank Denton, Texas. -LAWN SUPPLIES Sister Hose, Sprinklers, Connections. Also Good Line of Lawn Fertilizer. McDOWELL- JACOBSEN CO. Phone 724 North Side Square Beware of Typhoid Germs You cannot be too careful these hot days about your food, and especially the milk that your family drinks. Be Sure it is pasteurized, and know that the peo- ple you buy it from use every precautione in the hand- ling of the same. BROOKS DAIRY, Inc.: "A Complete Dairy Service" - 400 N. Locust Phone 467 wall an pare nr t e 1, E'rH ,°seG u - 2E. a RITZ 21 l e, auTO�IwmLE H I: arBTanTlon-s Cool and Comfortable aa9aae -tense- s. aoSen, van. Monday and Tuesday ia4alaaeE.roiJ. C. s8 Y v ach. i 4 -vial. e. Hama- ,un..n'- DOUGLASS �a FAIRBANKS 9e1'l�r. A. Puiuler, Cnti',plet pe. in It you came Sell m n'. plea Savelled "Around World turmture, cle try a 4RL m 80 Minutes" SHORT SPECIAL "S�eleaa Arctic," LUGGAGE CARRIERS I STAGE SHOW 98c each Goff Comedian. I In Headlee "The Hotta tot" TIRE CO fic. A D MISS I O N .e l0, Afternoons Phone 88 IOc and ]lie Nights M SYSTEM STORE A good high patent flour: 48 lb sack -- -- _ ..... ........_._ --- $1.10 Highest market price in cash for your eggs. M SYSTEM STORES WE RE- CHARGE .ad repo], OR typos or lot. teae_. SPARK .11,11 -I- Y ELECTRIC Telephone 343 COOLER KITCHENS and BETTER COOKING ° I More ATTRACTIVE Gas Ranges, and of Better Quality, LOW PRICES and easy terms. _s L Rod H GAS RANGES appeal to the careful buyer, because of their many fine points, attractiveness and mod- erate prices. Step in and see the new L. and 11. Ranges. Every HdwoCo Tin Shop Phone 710 Roofing L M. A. GA3r Roofing and Sheet Metal Company PEOPLES ICE CO. Phone 180 lendable Year 'Round Ice Service BARGAINS IN USED CARS 1932 Buick Sedan 1928 Dodge Sedan! 1928 Buick Sedan 1926 Dodge Coupe 1 l 1926 Buick Coach 1920 Chev. Coach �. 1 Factory Built 4 -Wheel Trailer SMITH MOTOR COMPANY Telephone 268 South Locust List: Attachment C List the ownership title from original to present owner. Attach copies of each instrument where possible. • Name of owner and date ranges; • Type of instrument and date, such as: • Warranty Deed with County Volume /Page Record • Book -Deed records o Real property records • Additions to original construction (if any by this owner) and nature of work • Building permits • Mechanic's liens • Deeds of trust Warranty Deed 2013 -04 -16 CJ Voci and Jae -Jae Spoon (Grantees) Ross Geideman and Kimberly Winson (Grantors) Warranty Deed 2007 -10 -04 Ross Geideman and Kimberly Winson (Grantees) Joe Pritckett Jr and Anja Lutzka Prickett (Grantors) Warranty Deed 1989 -05 -22 Joe Pritckett Jr and Anja Lutzka Prickett (Grantees) Bruce and Kandice Cates (Grantors) Warranty Deed 1978 -11 -07 Bruce and Kandice Cates (Grantees) Albert Harpool, RT Harpool, Jr. and WS Harpool (Grantors) Probate 1978 -11 -07 Albert Harpool, RT Harpool, Jr. and WS Harpool (Grantees) Josephine S. Harpool (Grantor) Warranty Deed 1933 -07 -06 R. T. Harpool, Sr. and Josephine S. Harpool (Grantees) Wayne Freeman and Mattie Freeman (Grantors) Deed 1929 -05 -31 Wayne Freeman and Mattie Freeman (Grantees) C. 0. Richards and Octa Richards (Grantors) Deed 1929 -03 -18 C. 0. Richards (Grantee) S. A. Blewett and Virginia Blewett (Grantors) Warranty Deed 1927 -04 -18 S. A. "Jack" Blewett (Grantee) Geo. W. Morrell and Elaine Morrell (Grantors) Memorandum 1927 -01 -08 Geo. W. Morrell and Elaine Morrell T.D. Wynn Contract to "erect one brick veneer garage 12 x 24 feet, build concrete driveway from front entrance to garage, fence in back yard make changes in upstairs rooms as per plans and specifications, general and sundry repairs." Mechanics Lien 1924 -09 -08 H. F. Davidson (Grantee- Contractor) Geo. W. Morrell and Elaine Morell (Grantor - Owner) Contract to "furnish all labor and material and to make, construct, erect and complete upon the land and premises hereinafter described in a good and workmanlike manner, in accordance with the plans and specifications thereof of even therewith and agreed upon by the parties hereto One story and half eight roomed, brick veneered house ,English roof, to be fully complete in a workmanlike manner, together with all fittings and fixtures, and for a more complete description of said improvements reference is here made to said plans and specification thereto for." To be finished by 1924- 12 -31. Price: $6500. Warranty Deed 1923 -07 -27 Geo. W. Morrell (Grantee) C. Lipscomb, Jr. and Birdie Lipscomb (Grantors) Lots 1, 2, and 6 of Block 4 Street Dedication 1917 -01 -09 Public (Grantee) C. Lipscomb, Jr. and Birdie Lipscomb (Grantors) "have this day filed the accompanying map of the "HIGH SCHOOL ADDITION," to the City of Denton, Texas, said addition being out of and a part of [t]he Robert Beaumont survey in Denton County, Texas, described by metes and bounds as do[]ws:" Attachment D Surveys Attach subdivision map or Old Town Plat; attach copies of old surveys, an old on -the- ground survey, or a current on- the - ground survey locating all improvements, easements, access to public roads, public improvements, encroachments and protrusions. IA t c 1 i \ix i OR VOL 00152, PAGE 2 �I w_ "t t �` ..:..� .d,., ESA G� ^�;p'�h tl�,.74�•�� ` `' r,p wd rC r•1'l } ZO r I "rr:, e' �... p . 77r a G ti Lo �I w_ "t t Attachment E Exterior Photographs Attach four (4) photographs of the historical marker site, one from each direction (North, North Side East Side West Side South Side Attachment F Criteria for Historical Landmark Designation The property meets one or more of the following Historic Landmark designations: —X—I. Character, interest or value as part of the development, heritage, cultural or a Historic District of the City of Denton, State of Texas or the United States. 2. Recognition as a recorded Texas historic landmark, a national landmark, or entered into the National Register of Historic Places. X_3. Embodiment of distinguishing characteristics of an architectural type or specimen. _X_4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city. 5. Embodiment of elements of architectural design, detail, materials or craftsmanship, which represent a significant architectural innovation. 6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif. 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style. 8. Archaeological value in that it has produced or can be expected to produce data affecting theories of historic or prehistoric interest. 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the City, State or United States. 10. Location as the site of a significant historic event. _X—I 1. Identification with a person or persons who significantly contributed to the culture and development of the City, State, or United States. 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city. 13. Value as an aspect of community sentiment or public pride. Attachment G I /We the undersigned, owner(s) of, or party(s) with financial interest in, all property herein described, do hereby file this, my /our petition, asking that the said property be designated as a historic landmark under the provisions of Ordinance #80 -30 of the Code of Ordinances of the City of Denton, Texas. I /We authorize the City of Denton to place a sign or signs on the above property for public notification of the proposed notification of the proposed historic designation Name / Date Optiona Janua ry 18, 2015 To receive the City of Denton bronze "HL" marker for your structure, attach a check: Payable to: City of Denton Amount: $ TBD Note: Final Historic Landmark Designation *We would like a HL marker. But, the cost is not listed. HL115-0004 lin_Favor 200ftBuffer ryF DENTON 0 37 x 72 IK 500ftBuffer DENTON NOTICE OF PUBLIC HEARING HL15 -0004 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, March 9, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1109 West Congress Street. The subject site is located on the south side of West Congress Street, approximately 80 feet west of Fulton Street. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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 fa�request Reasons for Opposition: Signature: . ..... ��" Printed Name: T" q Mailing Address. ti, 02; City, State Zip: w1 Telephone Number:r Email Address: ;l•x ° Physical Address of Pro erty v Please circle one: Neutral to request la Opposed to request Z Y_ � 6 poi CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200' HLC Notice NOTICE OF PUBLIC HEARING H L7 5 -0004 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, March 9, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1109 West Congress Street. The subject site is located on the south side of West Congress Street, approximately 80 feet west of Fulton Street. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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. Please circle one: favor ` of request Neutral to request Opposed to request for "D n: , .. In- Reasons faprasrlti Signature: Printed Name: Mailing Address: City, State Zip: Telephone Number: Email Address: Physical Address of within 200 feet: W CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 Exhibit 3 Site Photos Front of house East side of house West side of house March 9, 2015, Historic Landmark Commission Meeting Minutes 4. PUBLIC HEARINGS: A. Consider making a recommendation to the City Council regarding _ _ an application for Historic Landmark Designation for the property located at 1109 West Congress Street. The subject site is located on the south side of West Congress Street, approximately 80 feet west of Fulton Street. (HL15 -0004, 1109 West Congress Street, Cindy Jackson) Jackson stated this is the final request for this project. The property is listed as a Tudor style home. She provided the location map, site photos, and criteria for approval; which can be found in the backup materials. The house was purchased by Silas Arthur "Jack" Blewett in 1927. Mr. Blewett was associated with the Denton Milling company (aka Blewett Mill and Elevator). R.T. Harpool purchased the subject site in 1933. Harpool and his sons founded Harpool Seed Company, which included the site of the Blewett Mill and Elevator in 1938. It was then located at the southeast corner of McKinney Street and Bell Avenue. Harpool Seed Company subsequently grew to become one of the top ten lawn and garden suppliers in the nation. The home was constructed in 1925; it exhibits many characteristics of the Tudor Revival style. Staff sent out 18 legal notices to property owners within 200 feet of the subject site, and 74 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received two (2) returned responses in favor of this request. Staff recommends approval of this request. The applicant is present. Conte opened the Public Hearing. Christopher Voci and Jae Jae Spoon, 1109 W. Congress Street, Denton, Texas. Voci stated this process has been a lot of fun researching the property. He stated with the Harpools as the owners it lead to good information. Riddle commended the property owners on their work for this project. Conte questioned if they plan to apply for the tax exemption. Jackson stated that would be a separate application. Spoon stated they plan on applying for the tax exemption. Conte questioned if they have done a lot of work on the property. Spoon stated only the foundation work. Randy Hunt, 722 W. Oak Street, Denton, Texas. Hunt stated the owners have done a great job purchasing the property and sticking with it. There are interesting things with the property. He stated this should help strengthen the Congress Street area to start getting more applications in for designation. Salty Rishel, 1003 W. Oak Street, Denton, Texas. Rishel stated he is excited about this particular house receiving designation. He was close friends with the previous owners. They were very active in Denton. He stated the Harpool family has also done a lot for the community. Tim Gieringer, 1108 W. Congress Street, Denton, Texas. Gieringer stated he supports this request. He is glad to see the applicant going through this process. He stated there has been a series of individuals that have taken care of this property. There was no one else to speak; Conte closed the Public Hearing. Maulshagen stated she likes the subject house; Conte and Abasolo agreed. Haworth stated she knew the Harpool family; she is glad to see a family in the house taking care of it. Commissioner Michelle Lynn motioned, Commissioner Laura Mauelshagen seconded to approve this request. Motion approved (7 -0). Commissioner Peggy Riddle, aye, Commissioner Daniel Abasolo, aye, Commissioner Pati Haworth, aye, Commissioner Michelle Lynn, aye, Commissioner Laura Mauelshagen, aye, Commissioner Scott Campbell, aye, and Chair Deb Conte, aye. B. Hold a public hearing and consider making a recommendation to the City Council regarding _ an application for Historic Landmark Designation for the property located at 1109 West Congress Street. The subject site is located on the south side of West Congress Street, approximately 80 feet west of Fulton Street. The Historic Landmark Commission recommends approval (7 -0). (HL 15 -0004, 1109 West Congress Street, Cindy Jackson) 1 2 Mauladad introduced Jackson. Jackson provided the location map, site photos, and criteria for 3 approval; which can be found in the backup materials. The 1996 Historic Resource survey 4 identifies the residence as a Tudor Revival style home constructed in 1925. The house was 5 purchased by Silas Arthur "Jack" Blewett in 1927. Mr. Blewett was associated with the Denton 6 Milling company (aka Blewett Mill and Elevator). R.T. Harpool purchased the subject site in 7 1933. Harpool and his sons founded Harpool Seed Company, which included the site of the 8 Blewett Mill and Elevator in 1938. It was then located at the southeast corner of McKinney 9 Street and Bell Avenue. Harpool Seed Company subsequently grew to become one of the top ten 10 lawn and garden suppliers in the nation. 11 12 Staff sent out 18 Public Hearing notices to property owners within 200 feet of the subject site, 13 and 74 courtesy notices to property owners within 500 feet of the subject site. At this time staff 14 has received two (2) returned responses in favor of this request. The Historic Landmark 15 Commission recommends approval of this request (7 -0). Staff recommends approval of this 16 request; the applicant is present. 17 18 Conner questioned if the property receives the Historic Landmark Designation; what does it 19 protect the home against. Jackson stated the designation protects the exterior of the house; those 20 changes would have to go before the Historic Landmark Commission. Reece opened the Public 21 Hearing. 22 23 Christopher Voci, and Jae Jae Spoon, 1109 W. Congress Street, Denton, Texas. Voci stated he is 24 interested in receiving the designation. He has resided in a number of older houses; this is the 25 first one he has requested designation on. It will help protect the neighborhood. Briggle stated 26 she is glad to see these items come before this Commission; it is always interesting to read the 27 backup materials. She questioned if the City has been helpful during the process, and what the 28 fees cost. Voci stated there is a filing fee that is a significant amount; it is more than $250. 29 Jackson stated it is $285. Voci stated the rest of the process just takes time to complete the 30 research. He stated his neighbor has helped him a lot with the research process. There were no 31 database fees that were required to gather the information. He stated they would also like to 32 apply for the property tax rebate deduction. Spoon stated it is an important investment for the 33 community. She feels this is a great community. 34 35 There was no one else to speak, Reece closed the Public Hearing. 36 37 Commissioner Amber Briggle motioned, Commissioner Frank Dudowicz seconded to approve 38 this request. Motion approved (7 -0). Commissioner Frank Conner, aye, Commissioner Amber 39 Briggle, aye, Commissioner Devin Taylor, aye, Commissioner Frank Dudowicz, aye, 40 Commissioner Jim Strange, aye, Commissioner Brian Bentley, aye, and Chair Thom Reece, aye. 41 p] sAlegal \our documents\ordinances\1 5\h1 15-0004 ordinance.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, DESIGNATING THE PROPERTY LOCATED AT 1109 WEST CONGRESS STREET, LEGALLY KNOWN AS LOT 2 (ALL), LOT 6 (N25' OF W75'), BLOCK 4 OF THE HIGH SCHOOL ADDITION, AS A HISTORIC LANDMARK UNDER SECTION 35.7.6 OF THE DENTON DEVELOPMENT CODE; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (HL 15-0004) WHEREAS, Christopher Voci and Jae -Jae Spoon have applied for historic landmark designation for the property located at 1109 West Congress Street, legally known as Lot 2 (ALL), Lot 6 (N25' of W75'), Block 4, High School Addition (hereinafter, the "Property ") and WHEREAS, both the Historic Landmark Commission and the Planning and Zoning Commission have found the property located at 1109 West Congress Street meets several of the criteria for historic landmark designation as listed in Section 35.7.6.4.13 of the Denton Development Code; 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; 2. Embodiment of distinguishing characteristics of an architectural type or specimen; 3. Relationship to other distinctive buildings, sites or area which are eligible for preservation according to a plan based on architectural, historic or cultural motif. 4. Identification with a person who significantly contributed to the culture and development of the city, state or United States; WHEREAS, on March 9, 2015, the Historic Landmark Commission held a public hearing as required by law, and upon conclusion the Historic Landmark Commission recommended approval of the requested Historic Landmark designation; and WHEREAS, on April 8, 2015 the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested Historic Landmark designation; and WHEREAS, on May 5, 2015 the City Council held a public hearing as required by law, and upon conclusion recommended approval finding the request is consistent with Section 35.7.6 of the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The property located at 1109 West Congress Street, legally known as Lot 2 (ALL), Lot 6 (N25' of W75'), Block 4, High School Addition, is hereby designated as a historic landmark under Section 35.7.6 of the Denton Development Code. SECTION 2. The Property shall be indicated upon the zoning map of the City of Denton as a historic Landmark by the letter "H ", and the Property shall be subject to all terms, provisions and requirements of Section 35.7.6 of the Denton Development Code and such designation shall be in addition to any other use designation established in the City's zoning ordinance applicable to such property. SECTION 3. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. 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 , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CHRIS WATTS, MAYOR PAGE 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: HL15 -0006, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 923 West Oak Street, legally known as Tract 17, A.E. Pulchalski Survey, Abstract No. 996, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). BACKGROUND Per the 1996 Historic Resource Survey, the house was constructed in 1930 in the Bungalow style. The criteria for Historic Landmark Designations are provided in Section 35.7.6.4 of the Denton Development Code: 35.7.6.4. B. In making the designations as set forth in subsection A of this section, the city council shall consider but shall not be limited to one (1) or more of the following criteria: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; 2. Recognition as a recorded state historic landmark, a national historic landmark or entered into the National Register of Historic Places; 3. Embodiment of distinguishing characteristics of an architectural type or specimen; 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city; 5. Embodiment of elements of architectural design, detail, material or craftsmanship which represent a significant architectural innovation; 6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif; 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style; 8. Archeological value in that it has produced or can be expected to produce data affecting theories of historic or prehistoric interest; 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the city, state, or United States; City of Denton Page 1 of 3 Printed on 5/1/2015 File #: HL15 -0006, Version: 1 10. Location as the site of a significant historic event; 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city; 13. Value as an aspect of community sentiment or public pride. The applicant has provided an application (Exhibit 3), which includes their assessment of the importance and benefit of the subject property to the community, and how they believe the property meets the above criteria. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION April 22, 2015, the Planning and Zoning Commission recommended approval by a vote (7 -0). Originally, staff recommended approval of the lot only for designation, as reflected in the Staff Analysis (Exhibit 1). However, after discussion, both the Historic Landmark Commission and the Planning and Zoning Commission elected to recommend designation of both the house and the lot (see Exhibits 6 and 7 - Meeting Minutes). PRIOR ACTION/REVIEW (Council, Boards, Commissions) L February 9, 2015, the Historic Landmark Commission (HLC) considered a preliminary application for this request, and recommended the applicant should proceed to a final application. 2. April 13, 2015, the Historic Landmark Commission recommended by a (7 -0) vote to designate both the lot and the house. 3. April 22, 2015, the Planning and Zoning Commission recommended by a vote (7 -0) to designate both the lot and the house. FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS City of Denton Page 2 of 3 Printed on 5/1/2015 File #: HL15 -0006, Version: 1 1. Staff Analysis 2. Location Map 3. Application 4. Notification Map and Responses 5. Site Photos 6. April 13, 2015 HLC Draft Meeting Minutes 7. April 22, 2015 P &Z Draft Meeting Minutes 8. Ordinance Respectfully submitted: Aimee Bissett Interim Director of Planning and Development Prepared by: Cindy Jackson, AICP Senior Planner /Historic Preservation Officer City of Denton Page 3 of 3 Printed on 5/1/2015 STAFF ANALYSIS: Section 35.7.6.4.A, Designation of Landmarks states in part that "The City Council may designate buildings, structures, sites, districts, areas and lands in the city as historic landmarks and define, amend and delineate the boundaries thereof." As is noted in the analysis below, there are no records for the house located at 923 West Oak prior to being moved to the subject site. The value of this site is primarily due to its association with past owners of the lot. Unless a determination is made that the house is worthy of historic designation, approval of this request per staff recommendation will not designate the house as historic, only the land on which the house resides. Per Section 35.7.6.4.A, the City Council has the ability to designate "sites ", vacant lots, or lands as historic landmarks based on the association the site may have with past events or persons. The applicant has not provided information regarding the history of the house prior to being moved to the subject site to justify being designated as a historic landmark. The application contains more information regarding the house that was moved off of the subject site in 1946, than it does about the house currently on the site today. It should be taken into consideration that staff's recommendation has nothing to do with the aesthetic appeal of the house itself, only the facts which have been presented by the applicant regarding the house. Staff has reviewed the application and the assessment provided by the applicant, and finds that the lot/site meets several of the criteria for Historic Landmark Designations. 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; A house was constructed at 921 West Oak Street by A.C. and Willie Rayzor in approximately 1913. It was located next to their parents, Eva and Newton Rayzor who resided at 1003 West Oak Street. P.E. McDonald, superintendant of Honey Grove Schools, purchased 921 West Oak Street from the Rayzors in 1917. Mr. McDonald was the superintendent of Honey Grove schools. He joined the faculty of the North Texas Normal College, now known as University of North Texas (UNT), in 1914 where he served as the "Register" of the college. F.M. Darnall purchased the home from Mr. McDonald in 1945. Mr. Darnall was a WWI veteran, and English professor at the North Texas Normal College (UNT). In 1945, Mr. and Mrs. Darnall developed the Darnall Addition, located between Avenue A and Avenue B, south of Margie Street, to help provide housing for returning WWII veterans. When he died in 1946, Mr. and Mrs. Darnall resided at 1608 West Oak Street, but still owned 921 West Oak Street. In 1946, Mr. Darnall's widow, Erie Darnall, moved the original Rayzor house from 921 West Oak Street to 805 Ector Street. In 1948, the resulting vacant lot located at 921 West Oak Street was purchased by Callie Ratliff and Nettie Shultz. They subdivided the vacant lot into two lots, 921 and 923 West Oak Street. Ms. Ratliff and Ms. Schultz purchased the subject house which was originally located at 503 West Hickory Street was moved it onto the lot located at 921 West Oak Street. There are no records indicating the history of the house located at 923 West Oak Street, prior to being relocated to said address. The earliest record dates to August 10, 1949 at which time the City Tax Rolls identify a building permit from the City which had been issued for the remodel of the house. It is assumed that the house was moved to the site from another location due to the lack of information regarding liens or construction loans. If the house had been constructed on the site, there would be records of such in the form of construction loans or bank liens. The HLC discussed the merits of the house during the public hearing on April 13. They considered the style of the home, citing the braces under the eaves, and the length of time the house had been situated on the lot. Also considered was the fact that one of the people who purchased the house and had it moved West Oak Street was Nettie Shultz, a benefactor of the City who donated the land for an elementary school and the first planned park in the city (please refer to the background material for HL15- 0012). For these reasons, the HLC determined that both the house and the lot are worthy of landmark designation. 5. Relationship to other distinctive buildings, sites or area which are eligible for preservation according to a plan based on architectural, historic or cultural motif. The subject site is located within the Oak - Hickory Historic District. 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; Per the applicant's narrative and exhibits included with the submittal, the site was originally developed with a house by Willie and A.C. Rayzor. The Rayzor Family are well known property owners and land developers within the City of Denton. The original house was also owned by F.M. and Erie Darnall, who developed the Darnall Addition beginning in 1945. 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city. The site is located within the Oak - Hickory Historic District. There are no records indicating if it is a contributing property to the district. The main value of the site appears to be associated with the actual location. This is the site of a home which was constructed by a member of the Rayzor family. Said home was also owned by F.M. Darnall, a former UNT "Register" and developer (with his wife Erie) of the Darnall Addition. Additional information regarding one of the prior owners of the lot, Nettie Schultz, can be found in the application for HL15 -0012, also on tonight's agenda. Miss Schultz's association with both the house and the lot adds to the provenance of the site. (Provenance refers to the origins and /or history of a site or object). PUBLIC NOTIFICATION Twenty -four (24) public notices were sent to property owners within 200 feet of the subject site, and eighty -seven (87) courtesy notices were also sent to residents within 500 feet of the subject site. As of this writing, staff has received two (2) responses from property owners within 200 feet of the subject site in favor of the request representing 8.15% of the land within the notice area and one (1) response opposed to the request representing 11.36% of the land within the notice area. PROJECT TIMELINE: Business Business Subject Date Days under Days out HPO Review to Applicant Date of Application March 9, 2015 - Project Created in ProjectDox March 9, 2015 - I" Submittal sent to Historic Preservation March 20, 2015 - Officer HPO HPO Schedules application for December 8, March 20, 2015 1 day - 2014 HLC meeting. Total days 1 day FINAL APPLICATION City of Denton Historic Landmark 923 W. Oak Street, DC AD I ega�I description: A0996a E. [:lucl4sk�, ...rr .1.71 .2.09 Acres, Ud Dcad rr .1.800 [:lresent use: Res�dence; NR:3 Zorflng Name of owner(s): Lisa Adams Address: 923 W. Oak, Denton, TX 76201 Phone number: (832) 752-2425 e-Mall: !!�qgjjjjghQrYies.net .. . ... ... . .... .... .... .. . ... ..................................... Signature of Owner Origir4I Construction DetaiiII:: 1) Date(s) of construction 2) Original owner's name Uncertain, moved to 923 W. Oak in 1949 Callie Ratliff and Nettie Shultz, 1949 3) Detailed history of this address and the people associated with the home (Attachment A) 4) Documentation to verify this history (Attachment B) 5) Architect (if known) 6) Builder (if known) n/a n/a 7) Architectural Style: Craftsman Bungalow Style t . dh irn e ir..fl. Narrat�ve or) the Ns-tory, owners and knoWedge of tlfls structure The Craftsman style bungalow home at 923 W. Oak has an interesting history. Originally, a home was built on the lot referenced as 921 W. Oak about 1913 by Arthur (A. C.) and Willie Rayzor. They built their home next door to Arthur's parents, Eva and J. Newton Rayzor at 1003 W. Oak also built in 1913. This map view of the south side of West Oak is from the Sanborn 1921 map and is identical to the 1917 Sanborn map of the same section of West Oak. 0 N i (114) A.C. and Willie Rayzor sold their home to P.E. McDonald in 1917 (warranty deed is included below). McDonald was the superintendent of Honey Grove schools and then joined the faculty of the North Texas Normal College by 1914 or "Teacher's College" (presently UNT). McDonald lived in the home from 1917 to 1945 while he was the Register of the Normal College. McDonald sold his home to F.M. Darnall, an English professor at present day UNT in 1945. Dr. Darnall joined the English faculty in 1932. He served in the Red Cross during WWI and then completed his studies at the University of Tennessee and then at the University of Leipzig in Germany. In 1945, Erie and F.M. Darnall realized the need to develop housing for those leaving their military service at the end of WWII. They created a small housing addition just south of present day UNT named the Darnall Addition with 20 lots. Located between Avenue A and B with McCormick Street in between, the addition in now between Margie and Underwood Streets. Most of the homes were built in early 1946 before his death in June 1946; however, his wife continued to build home in the addition until about 1950. When F.M. Darnall died in June 1946, they were living at 1608 W. Oak. His wife, Erie Darnall moved the original Rayzor home in September 1946 from 921 W. Oak to 805 Ector Street. Callie Ratliff and Nettie Shultz, living at 1011 W. Oak, purchase 503 W. Hickory from Linwood Robinson on October 16, 1948 with the stipulation that it would be moved in 30 days. Linwood Robinson and his wife, Leta Robinson, had purchase 503 W. Hickory from Alma and H.L. Gentle in June 1948. To prepare for their new florist shop, Linwood Robinson Florist, the house was sold to be moved. On October 29, 1948, Callie Ratliff and Nettie Shultz purchase the "921" lot from Erie Darnall. They divided the original lot into two lots and moved the house from 503 W. Hickory to this new location with this house resuming the number of 921 W. Oak. The record is silent on the exact details of the second home on this lot, 923 W. Oak, but notes are made in the City Tax Records that the house was reconditioned in 1949 with a building permit granted for a remodel of the house on August 10, 1949 for the amount of $2,500. The same notes of reconditioning are made in the City Tax Records for 921 W. Oak also in 1949. The assumption is that the house at 923 W. Oak was also moved to this location for no liens or construction permits are located or granted by the City of Denton for this address. Callie Ratliff and Nettie Shultz created two rent houses at 921 and 923 W. Oak. The earliest mention of a resident is Mr. and Mrs. Frank Gafford living at 923 W. Oak in 1951. Ratliff and Shultz sell 923 W. Oak in 1958 to Elisabeth and Joseph Doblin and the east side of the original lot of 921 W Oak side in 1959. MILL STRUT � �n 406 w , t 0 N s"ai. o � r � f JJ ° ^•04, 64N VA PAS MfWIN'C mq Scc r PV" "',PLSSP SJJRk F M, CA RNALL ADDITION _. TO TO+r CRTW OF Dr".iEd"iP'ON, TrX. 6C. VfiXr Ak SKI Sww;ve f .. 6SP S'tl &' 4 ftw4s St, ALE - f W klM;;C S, i44P,, A T moll', ,. JR, '.(X' 4ry $ 'w'r'tOR � AmA'q'd"NN� T,aSub'R`Y, 1fr'YdF26 Darnall Addition of 20 homes — December 1945 When F.M. Darnall died in June 1946, they were living at 1608 W. Oak. His wife, Erie Darnall moved the original Rayzor home in September 1946 from 921 W. Oak to 805 Ector Street. Callie Ratliff and Nettie Shultz, living at 1011 W. Oak, purchase 503 W. Hickory from Linwood Robinson on October 16, 1948 with the stipulation that it would be moved in 30 days. Linwood Robinson and his wife, Leta Robinson, had purchase 503 W. Hickory from Alma and H.L. Gentle in June 1948. To prepare for their new florist shop, Linwood Robinson Florist, the house was sold to be moved. On October 29, 1948, Callie Ratliff and Nettie Shultz purchase the "921" lot from Erie Darnall. They divided the original lot into two lots and moved the house from 503 W. Hickory to this new location with this house resuming the number of 921 W. Oak. The record is silent on the exact details of the second home on this lot, 923 W. Oak, but notes are made in the City Tax Records that the house was reconditioned in 1949 with a building permit granted for a remodel of the house on August 10, 1949 for the amount of $2,500. The same notes of reconditioning are made in the City Tax Records for 921 W. Oak also in 1949. The assumption is that the house at 923 W. Oak was also moved to this location for no liens or construction permits are located or granted by the City of Denton for this address. Callie Ratliff and Nettie Shultz created two rent houses at 921 and 923 W. Oak. The earliest mention of a resident is Mr. and Mrs. Frank Gafford living at 923 W. Oak in 1951. Ratliff and Shultz sell 923 W. Oak in 1958 to Elisabeth and Joseph Doblin and the east side of the original lot of 921 W Oak side in 1959. Do cu.aaier,tat or) to ver Hy iaipor ar,ce (u.apport 1 r Attacfiaiervt ) Dr. Dornoll01,.)ituory, .gene 1946 DARNALL FUNERAL RITES SET SATURDAY Aral, w"Lees for Dr. *atrk mauzy - malt, !13A pi vt or ,nor .> u sh a#. 310 rexas r State ] kee for t�iiC s� ,4 i . who died WedneMay, will li. .held Sat,uiday at 3 p, rm. in the St. Barnabas L is- copal Church. Burlsl . will be in . Roselawn Me- morial Park. It a ley will be held at Schniits ' Funeral HOMD until time for the sere fees. }Active pallbearers will be noyd *tC1villr Artfitxi� S3 L.M pley, Mitchell Wells., Garr la tt no , Ernst Clif- ton a d Waldo UcNcir. Boras hunt 21, 188 ixl Milton N. C., 13r. Darnall bad 'stud]M at the University of Ter-ness,-e and at the University of Lekpzlg, t:'rerwa ny- Durfng the first World War he was activb in Amm6n Redd 'rosy work. Survivors Include Ms n1ftr, a Son, Frank M. Darnall; and two da,ughtors, Ueda 141, j>sA- tali of Denton and Mrs. Richard Bonaven- ture of New Fork. 921 W Ook house to E:)e> moved off lot ....... Septe ml,.)er 1946 1 °1101,16' nt 1121 W, Zak to 40 ma'Ve i off lot. Phony 13'72 - ,�;w 2 1 F.M. Darnall Obit, Denton Record - Chronicle, June 7 1946. 2 921 W Oak house to be moved off lot, Denton Record - Chronicle, Sun, Sep 8, 1946 • Page 7. Joseph Dol,.Vinsecond owner of 923 VA Ook 1959 itutpr tEurrr;P Ul' AT RGGT BIRFR STAND On Fort Worth Driye Near FAI)resswlv Nfil owiro of oil Pro. IRUGE OAK THEE TOPPLED ON WEST SIDE At flow of Joseph Doblin, 923 W, Oak I Mrs. Herrold Headley, Denton Record-Chronicle, Sun, Oct 16, 1955 • Page 17. 4 Joseph Doblin at 923 W. Oak, Denton Record-Chronicle, Fri, Jun 12, 1959 • Page I Storms 're'ak Have Fierce Willd'A "11A.'t Throtigh North 'rexas, During Early tf4)ljT.* BY THY ASSOCIATE$) PRESS ThUndc"StWIlls packing .fierce Winds and driving Whip,ped across the border from 01thiholvia early FvZ1,1 and lashed =Weh, of North and Central Texas, A $-O'Vado and severe weatherl alert for flljt sjjr� .Tnjan.j)rnis(vo area In Ncyth Texhi, issued by Cite WfAalher Malian at Perrin Air Y X'ce Base, expired at 6 with no report's of (11nart's. Power Lres were, down In Dal- fall, Vert Worth and At ILMSL 50 slVacts including one major h is away mere titocl-td ijj. 11Y fal!(-n (rte litntr,s jert electric Power lines in the make at the Yloren trial blew thi,migh the city abcaq 3 a' pa, repolis of injiu- At Icast a jialf doatT slave., in dwvtmvn Fort Worth lot �J plate aM WilldjwF, arid the Dallas po• L L a c I[ i irn e ir..i L C." Attach copies of each ICn!:7truJlrneCf'llt where po!:sbe. List of owners: • Original builders and owners: • Willie & A.C. Rayzor • c1913— 1917 • Second owners: o Eva Belle & P.E. McDonald 0 1917-1945 • Third owners: o Erie M. & F.M. Darnall 0 1945-1948 909/27/1945 Warranty Deed McDonald, P.E. & Eva Belle TO Darnall, F.M. & Erie M. 317 -243 HOUSE MOVED to 805 Ector Street in 1946 Lot at 921 W. Oak is empty... • First owners: o Callie Ratliff & Nette Schultz 0 1948-1958 10/29/1948 Warranty Deed Darnall, Erie M. TO Ratliff, Callie R. & Schultz, Nette 347 -321 • Second owners: o Elizabeth & Joseph Doblin 0 1958-1967 05/13/1958 Warranty Deed Ratliff, Callie & Schultz, Nette TO Doblin, Joseph & Elizabeth 437 -227 • Third Owner: o Winifred & Donald Boots 0 1967-1972 07/24/1967 Warranty Deed Doblin, Joseph & Elizabeth TO Boots, Donald & Winifred 553 -558 • Fourth Owner: o Nancy & Tom Myers 0 1972-1975 07/13/1972 Warranty Deed Boots, Donald A. & Winifred J. TO Myers, Tom & Nancy 650 -568 • Fifth Owner: o William Gumm 0 1975-1977 08/05/1975 Warranty Deed Myers, Tom & Nancy TO Gumm, William B. 753 -669 • Sixth Owner: o Patrice & Cengiz Capan 0 1977-1983 05/05/1977 Warranty Deed Gumm, William B. TO Capan, Cengiz H & Patrice J. 833 -943 • Seventh Owner: o Maryan & Richard Ross; Cynthia and Kim Ross (daughters) 0 1983-1987 06/22/1983 Warranty Deed Capan, Cengiz H & Patrice J. TO Jones, Frank & McNeil, Joe 1228 -896 07/25/1983 Warranty Deed Jones, Frank L & McNeil, Joe TO Ross, Richard & Maryan; Ross, Kim C. & Ross, Cynthia Kay 1238-0121 • Eighth Owner: o Cynthia (Ross) Greene 0 1987-1997 09/18/1987 Warranty Deed Ross, Richard E. & Maryan TO Greene (formerly Ross), Cynthia Kay 2243 -257 • Ninth Owner: o Marian & Ross Perry 0 1997-2004 04/2/1997 Wd With Vendors Lien Greene, Cynthia Kay TO Perry, Marian & Ross Perry 97- 0021132 • Tenth Owner: o Vicky & John Borck 0 2004-2014 08/11/2004 Wd With Vendors Lien Perry, Marian & Ross Perry TO Borck, John W & Vicky K 10/12/2006 Special Wd Borck, John W & Vicky K TO Borck Family Lp 2007 -25542 4- 106530 • Eleventh Owner: o Lisa Adams 0 2014 — Present 12/9/2014 General Wd Borck Family Lp TO Adams, Lisa R 2014 - 127530 921 W Oak Warranty Deed — February 5, 1917 Arthur (A. C) & Willie Pouline Royzor sell to P. E. Mc Don old 11',')R M, 00149 PAGE 584 S0.10%,I, larreirtty Deed. 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Hickory sale and move in 30 days — October 29, 1948 C.Jnwood Rol,.)erson to Collie Ratliff eand N<tte Shultz 7C7W ALL NEX By ItIrrZa PnSENTS., °aat t'Yt art' ta"ttratt caa:ira"t d*seribod proporty In Vonton ountyw "" as, to -wits I Oar one-story fvwme &w*11Qg or hwo contaiaod i vo ro*ws and bath, said house bolng aaaraa known as 503 Wert Hickory, and oc t rt on a fret ounvered by A.L. Gentle d vtfe, Alas Gentle ilia nwo®rA . aot r aaaa and Vife Lot& a. rat"aaara arr� by Warranty ba*4 dotod June 22, 1,91+8 and r000rded In 'tra't;rara Ilk), pate, 1?), Dead Aoo r r of Denton County a Toxfial r.ar9t taaaaraara being boreby conveyed In Its aarritr tta taaartwrattrt all fixtures and therounto Xt tarrta at a ta:t,r r are of a porn anent rrrV raa a i.raca"taar ing here 't t'ta raacon and pluabing fixtures a raita,aa vhtch are above the surfate gat the ground* but not incl,aa'a6ing xny outbuildings. ildia gs. t to wwaratraarstooat that said pur to , aar shall be given thirty to s 4x7v from tho disto of tho signing er f to rr ,vr saki house from ttaaa xelLors prortmes. And t do haroty tetrad mrsolt, my heirs, exowtors, adainistrators and assIgns, to for- ever KRUNT and DUSUD tho tait.'t;ar to tho ra d prvporty unto tt *tat 0*1110 A. Ratllfr & Ott Shultz, tz, the r tartrar, a xoaitors,a 0ainistr4tots and axsIgns, t at t rr w ° "fir �rtaaaa eta t tb ; Uvilully or any tart t "team art`. °t "t ttSUS rt hand at Dwnton Texa, this 16th try of meat r, A.V. 1948. Li nv od Roborson THS STATE Of toted COUNTY OF to TON I taai ,,tatttM Meta the t rr itra at a a Notary i" t t r iz aawd for said County In and for Dentot County, ToInA. TILED 708 RM MV irartar'tar're 29, 1948 . at 8030 AX : C , ,Eta ""rw^arober 2, 2§8 t UQ P.M. Atl.adhrneriL1) Surveys Attach subdivision map or Old Town Plat; attach copies of old surveys, on old on-the- survey, oro current on-tho- survey locating all improvements, easements, occouuto public roads, public improvements, encroachments and protrusions. Sonborr� lr�suronceMop 2922 922 N/&ok Moved /n2946ond the lot ot922 divided into two lots: 922ond923N/(]ok MI fl� 00 � � Atl.adhrnerfl. E Exter�or [:Ihotographs Attach four (4) photographs of the historical marker site, one from each direction (North, South, East, and West) with label per photo. North View South View Eost View West View Cri-teria for �.....8i toric4I [..andrinark Designation The property meets one or more of the following Historic Landmark designations: X1. Character, interest or value as part of the development, heritage, cultural or a Historic District of the City of Denton, State of Texas or the United States. 2. Recognition as a recorded Texas historic landmark, a national landmark, or entered into the National Register of Historic Places. X3. Embodiment of distinguishing characteristics of an architectural type or specimen. 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city. X5. Embodiment of elements of architectural design, detail, materials or craftsmanship, which represent a significant architectural innovation. X6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style. 8. Archaeological value in that it has produced or can be expected to produce data affecting theories of historic or prehistoric interest. 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the City, State or United States. 10. Location as the site of a significant historic event. _X_11. Identification with a person or persons who significantly contributed to the culture and development of the City, State, or United States. _X_12. A building or structure that because of its location has become of value to a neighborhood, community area or the city. 13. Value as an aspect of community sentiment or public pride. /1A t t a c i, i rn e n't G I/We the undersigned, owner(s) of, or party(s) with financial interest in, all property herein described, do hereby file this, my/our petition, asking that the said property be designated as a historic landmark under the provisions of Ordinance #80-30 of the Code of Ordinances of the City of Denton, Texas. I/ We authorize the City of Denton, to place a sign or signs on the above property for public notification of the proposed notification of the proposed historic designation t-1 - /& -"' Is Name / Date NOTICE OF PUBLIC HEARING HL15 -0012 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 22, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1011 West Oak Street. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. 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 Historic Landmark 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: Cindy Jackson, 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. �- Please circle one: (n favor of request ryµ Neutral to request Opposed to request Reasons f .�_ + G,.�p.,...M or po sition: Signature: '' rvp,,A .t' Printed Name: Mailing Address: '' City, State Zip: V Y 10 Telephone Num r: (1 � _ .- Iviko Email Address: rlll�or�'ev ° . � �.. m � � i Physical Address of Property Within 200 feet: t4 S 1 C CITY OF DENTON, TEXAS CITY HALL WEST DENTON, TEXAS 76201 940.349.8541 • (F) 940.349.7707 rip r f/ r, 111« 0cc, 12 ;e2-Eo2 NOTICE OF PUBLIC HEARING q 2.�woaL-_vf- HL15 -0006 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, April 13, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 923 W Oak Street. The subject site is located on the south side of West Oak Street, approximately 91 feet west of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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. oln favor of request ) Reasons for Opposition: Please circle one: Neutral to request Opposed to request f Signature:.��; P Printed Name: VV1 Mailing Address: /V // ), Q '1 City, State Zip: ,N;n' Telephone Number: P/ Email Address: ' r .: en'4 Physical Address of Pr "berty within 206 feet: W PV ., CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200' HL C Notice Exhibit 3 Site Photos Front of House East View of House West View of House April 13, 2015 Historic Landmark Commission Meeting Minutes A. Hold a public hearing and consider an application for a Historic Landmark Designation request for the property located at 923 West Oak Street, and provide a recommendation regarding the appropriateness of the property to receive this designation to the Planning and Zoning Commission and City Council. The subject site is located on the south side of West Oak Street, approximately 91 feet west of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. (HL15 -0006, 923 West Oak Street, Cindy Jackson Jackson stated this is the final request for the Historic Landmark Designation for the subject site. Per the 1996 Historic Resource Survey, the house was constructed in 1930 in the Bungalow Style. She provided the location map, site photos, and criteria for approval; which can be found in the backup materials. Staff sent out 24 Public Hearing notices to property owners within 200 feet of the subject site and 87 courtesy notices to property owners within 500 feet of the subject site. At this time, staff has received two (2) returned responses in favor of this request. Staff recommends approval of this request for the designation of the lot. Jackson stated the applicant's representative is present. Lynn referred to when this item came before this Commission previously; it was discussed whether this was property considered a contributing factor in the Historic Resource Survey. Jackson stated there are no documents stated whether it is. Lynn stated she thought it was established during the previous meeting this item was heard; Jackson confirmed it was discussed. Mauelshagen questioned the ramifications the house has for designation versus the lot designation. Jackson stated the house wouldn't be considered a Historic Landmark if only the lot receives the resignation. There would be no tax exemption as well. Knight confirmed. Abasolo stated since the lot is already located within a Historic District, shouldn't it be considered protected already. Jackson yes, this would be an additional layer of protection. Abasolo questioned if there were any conditions. Jackson stated no. Lynn stated this Commission hasn't seen a request for designation for only the lot previously. Jackson stated this is the first time this situation has arisen. Jackson stated there would be no changes with the status of the house. This is a recommendation to the Planning and Zoning Commission; who will make a recommendation to City Council. Conte opened the Public Hearing. Randy Hunt, 722 W. Oak Street, Denton, Texas. Hunt stated this item came before this Commission in February; with a preapproval. There was no discussion at the time that the designation would only be for the lot. He stated the justification of the designation for the house is not specifically for the homeowners; it is significant to the community as well. The house was moved for preservation purposes. Lynn stated she doesn't recall the item being preapproved when it came before this Commission in February. Conte questioned if the applicant is present. Hunt stated he is representing the applicant. Conte questioned the materials. Hunt referred to Attachment F of the backup materials. He stated it is number two (2) on the list. Conte stated that item is not checked off by the applicant. Jackson stated it is number six (6) not, number two (2). Abasolo questioned the input from the neighbors. Hunt stated there are representatives present. Seven neighbors raised their hands that they are in favor of this request. Abasolo questioned if Hunt has found information on the house to add to the request. Hunt stated they have found a lot of information, Tim Gieringer, has added that information to the request. Tim Gieringer, 1108 West Congress Street, Denton, Texas. Gieringer stated he has found a lot of information on the Rayzor house. It was at the intersection of Carroll Blvd. and Hickory Street. He stated the subject house was next to the old Rayzor House at the time. That house was moved in 1949; which this house was probably moved during the same time. He stated he couldn't find the information on the Bill of Sale. He couldn't find a lot of information on the subject house, only on the Rayzor House. Erin Piper, 1006 W. Hickory Street, Denton, Texas. Piper referred to the certified mailings; she questioned how many of those letters were signed for by residents. Jackson stated she does not receive the returns for a while. Piper stated it is interesting that it was brought up that only two (2) responded to the request. Jackson stated staff doesn't receive the returned letters that were undeliverable for a few weeks. Usually the postal service will make more than one attempt to deliver the mailing. Piper questioned if the neighborhoods feedback is included in staff's determination. Jackson stated their feedback is not used within staffs determination of a project. The information that is provided by the neighbors is provided to this Commission, the Planning and Zoning Commission, and City Council. Conte added that is from the Denton Development Code; not just based on this Commission. The notification process is a standard process. She stated when the citizens attend these meetings, it shows the importance of the project to the neighbors. Tom Judd, 1011 W. Oak Street, Denton, Texas. Judd stated he is in favor of this request. He has not seen notice that this item is for the lot only. This house is a part of the district and should be approved. John Wright, 912 W. Oak Street, Denton, Texas. Wright stated he is in favor of this request. It doesn't make sense to split the house from the lot for the designation. Cheryl Krueger, 912 W. Hickory Street, Denton, Texas. Krueger stated he doesn't have an issue with this request; she supports it. Hunt requested to speak; Conte informed him he spoke during his time and Robert's Rules of Order would not allow him to speak again. Hunt refused. Conte called a recess. The Commission held a recess from 6:05 -6:20 p.m. There was no one else to speak; Conte closed the Public Hearing. Stevenson questioned if this property meets the guidelines for a noncontributing property. Jackson stated they are not listed in the 1996 Historic Resource Survey as contributing or noncontributing. She stated they are listed in priority level for designation. Those rankings are high, medium, and low. Jackson stated this Commission has designated homes with low priority in the past. Stevenson questioned if there was a reason not to designate this property. Abasolo stated the property owner couldn't get the tax incentive without the designation. Conte stated anyone could apply for the tax incentive; there are two qualifications for the process, $10,000 in contributing repairs, and the criteria for approval. Abasolo questioned the $10,000 in qualifying repairs within a certain time period. Jackson stated they are required to have $10,000 in qualified expenses within two (2) years of the application time period. Stevenson questioned if the property owner has made any significant changes to the property. Jackson stated she is not aware of any. She stated the property owner is Lisa Adams, and she believes she will put work into this property. Lynn referred to the data staff has at this time; she questioned the lot qualifying and the house doesn't. Jackson stated in her professional opinion there is not enough data to fully make a determination. Knight stated if the Commission feels that the information received is sufficient, it is their decision to move forward with the item. Mauelshagen stated the Commission could motion to bring it back during the May meeting. Knight stated that is one option. Stevenson stated the agenda reads that it is for the property. The property can include the house and the lot. Knight stated property isn't a defined term. Abasolo stated there are no gains for the district if the request is denied. Haworth stated Riddle mentioned the architecture features of the house during the February meeting, which indicated she had no issues with the structure. Mauelshagen stated she would like to gather more information; however, that doesn't impede her opinion on this item. She stated that possibly a recommendation could be made to provide more information before the next step. Conte stated the applicant isn't present; and they have not signed the application. Mauelshagen questioned if there is a signed copy of the application. Jackson stated no, she received an email from the applicant acknowledging the application and that Randy Hunt was her representative. Mauelshagen questioned if that sufficient. Knight confirmed. Lynn stated the owner, Lisa Adams, came before this Commission for her previous project of the Evers House. She questioned why Adams hasn't been present for this project. Jackson stated she is based out of Austin, Texas. Conte questioned if the Commission can override the motion to include the lot and the house; Knight confirmed. Mauelshagen stated a house shouldn't be approved because of its age; Conte agreed. Mauelshagen stated if the house is in good shape and character; there is no reason not to approve it. Stevenson discussed the house as a whole and the era. Lynn stated if this Commission motions to approve this item, she would like to see the cover page and signed application before the Planning and Zoning Commission and City Council. She stated it seems odd to not have a signed application. Knight stated he doesn't believe that is a condition that could be tied to the motion. Conte questioned if there are other applications that do not require signatures. Jackson stated no. Abasolo questioned if the signature would need to be notarized. Conte stated the applications are usually signed and notarized. Conte questioned if there is an application with a signature from the February meeting. Jackson stated the applicant emailed her correspondence acknowledging Hunt to represent her. Haworth questioned the point of a signature line if it is not utilized. Jackson stated if this Commission would rather motion to continue the item in order to allow time to receive a signed application that is a possibility. Abasolo stated he doesn't feel this is an issue to hold the applicant up on their process. Mauelshagen stated signed applications need to be discussed with Future Agenda Items. Conte stated a complete application should have come before this Commission. Conte stated the item could be tabled to the end of the Public Hearing items, in order to allow time for staff to research the previous application. There was no signature on the preliminary application. Mauelshagen stated she feels comfortable moving forward with this item; she would just like to see the signature line addressed in the near future. Knight stated in order to move forward with a motion, the tabled item needs to be motioned to be heard again. Commissioner Alyssa Stevenson motioned, Commissioner Laura Mauelshagen seconded to remove the item from being tabled. Motion approved (7 -0). Commissioner Alyssa Stevenson, aye, Commissioner Pati Haworth, aye, Commissioner Michelle Lynn, aye, Commissioner Scott Campbell, aye, Commissioner Daniel Abasolo, aye, Chair Deb Conte, aye, and Laura Mauelshagen, aye. Commissioner Pati Haworth motioned, Commissioner Alyssa Stevenson seconded to approve the house and lot for Historic Landmark Designation. Motion approved (7 -0). Commissioner Alyssa Stevenson, aye, Commissioner Pati Haworth, aye, Commissioner Michelle Lynn, aye, Commissioner Scott Campbell, aye, Commissioner Daniel Abasolo, aye, Chair Deb Conte, aye, and Laura Mauelshagen, aye. April 22, 2015 Planning & Zoning Commission Meeting Minutes B. Hold a public hearing and consider making a recommendation to the City Council re _ ar�g an application for Historic Landmark Designation for the property located at 923 West Oak Street, and provide a recommendation regarding the appropriateness of the property to receive this designation to the City Council. The subject site is located on the south side of West Oak Street, approximately 91 feet west of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The Historic Landmark Commission recommends approval of this request (7 -0). (HL15 -0006, 923 West Oak Street, Cindy Jackson Mauladad introduced Boykin. Boykin provided the location map, site photos, and criteria for approval; which can be found in the backup materials. The applicant has identified four criteria which are applicable to this site. The original house on the lot was constructed in approximately 1913 by A.C. and Willie Rayzor. It was located next to their parents, Eva and Newton Rayzor who resided at 1003 West Oak Street. They sold the house to P.E. McDonald in 1917. Mr. McDonald then sold the house to F.M. Darnell. In addition to being an English Professor at the University of North Texas, Mr. Darnell and his wife, in 1945 were the developers of the Darnell Addition, located between Avenue A and Avenue B, south of Margie Street. Mrs. Darnell moved the original house to 805 Ector Street after Mr. Darnell passed away in 1946. Nettie Shultz and Callie Ratliff purchased the vacant property in 1948 and subdivided it into 2 lots. There are no records for the house currently on the lot until 1949, when a building permit for a remodel was issued. It is assumed that the house was moved to the site from another location due to the lack of information regarding liens or construction loans for the house. Boykin stated staff sent out 24 Public Hearing notices to property owners within 200 feet of the subject site, and 87 courtesy notices to property owners within 500 feet of the subject site; at this time staff has received two returned responses in favor of this request; and one response opposed to the request. The Historic Landmark Commission (HLC) recommends approval of the request for the house and the site. Staff recommends approval of the request for the lot. Briggle questioned why staff recommends approval of the lot only; when the HLC recommends approval for both the house and the lot. Boykin stated there was no documentation for the house itself. Briggle questioned if there are other properties within the City that only the lot is designated. Boykin stated no. Briggle questioned if the HLC received the same information as this Commission. Boykin confirmed. Briggle stated she would have liked to have reviewed the meeting minutes from the HLC meeting where they heard this item. She stated if the HLC meetings were televised it would also help during the review of these items. Boykin stated the preliminary application has no research; it is just an applicant to proceed with the process for the final application and designation. She stated HLC Commissioner, Peggy Riddle, discussed some components of the house that she felt were pertinent to the application. Briggle stated the video of the meeting would have been nice to review. Boykin stated the video is available; however, it is not posted to the website to view. Boykin stated the applicant's representative is present. Bentley questioned the benefit of just the lot being designated. Boykin stated staff determined they had not received enough information to designate the lot and the house. Bentley questioned if the applicant's intent is to designate the house as well; Boykin confirmed. Reece opened the Public Hearing. Randy Hunt, 722 W. Oak Street, Denton, Texas. Hunt stated he is representing the property owner. They request support for the entire district. He stated houses get moved to different land all the time. The owner's intent is to improve the house. The house has been referred to as "ugly" in the past. He stated they want to see the house build the community; the house needs a marker, not just the land. Reece closed the Public Hearing. There was no one else to speak. Briggle stated there is a lot of beauty and value to this house; she finds it to be charming. She likes to see the citizens come forward to invest in the community. She stated she supports the designation for the home and lot for a many reasons. Bentley agreed. Commissioner Amber Briggle motioned, Commissioner Brian Bentley seconded to approve the house and the lot for Historic Landmark Designation. Motion approved (7 -0). Chair Thom Reece, aye, Commissioner Brian Bentley, aye, Commissioner Frank Conner, aye, Commissioner Jim Strange, aye, Commissioner Devin Taylor, aye, Commissioner Amber Briggle, aye, and Commissioner Frank Dudowicz, aye. sllegal\our d0eUn1enls \ordinances \15 \h115 -0006 ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, DESIGNATING THE PROPERTY LOCATED AT 923 WEST OAK STREET, LEGALLY KNOWN AS TRACT 17, A.E. PULCHALSKI SURVEY, ABSTRACT NO. 996, AS A HISTORIC LANDMARK UNDER SECTION 35.7.6 OF THE DENTON DEVELOPMENT CODE; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (HL15 -0006) WHEREAS, Lisa Adams has applied for historic landmark designation for the property located at 923 West Oak Street, legally known as Tract 17, A.E. Pulchalski Survey, Abstract No. 996 (hereinafter, the "Property ") and WHEREAS, both the Historic Landmark Commission and the Planning and Zoning Commission have found that property located at 923 West Oak Street meets several of the criteria for historic landmark designation as listed in Section 35.7.6.4.13 of the Denton Development Code: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; 2. Relationship to other distinctive buildings, sites or area which are eligible for preservation according to a plan based on architectural, historic or cultural motif. 3. Identification with a person who significantly contributed to the culture and development of the city, state or United States; 4. A building or structure that because of its location has become of value to a neighborhood, community area or the city. WHEREAS, on April 13, 2015, the Historic Landmark Commission held a public hearing as required by law, and upon conclusion the Historic Landmark Commission recommended approval of the requested Historic Landmark designation; and WHEREAS, on April 22, 2015 the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested Historic Landmark designation; and WHEREAS, on May 5, 2015 the City Council held a public hearing as required by law, and upon conclusion recommended approval finding the request is consistent with Section 35.7.6 of the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The property located at 923 West Oak Street, legally known as Tract 17, A.E. Pulchalski Survey, Abstract No. 996, is hereby designated as a historic landmark under Section 35.7.6 of the Denton Development Code. SECTION 2. The Property shall be indicated upon the zoning map of the City of Denton as a historic Landmark by the letter "H ", and the Property shall be subject to all terms, provisions and requirements of Section 35.7.6 of the Denton Development Code and such designation shall be in addition to any other use designation established in the City's zoning ordinance applicable to such property. SECTION 3. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. 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 , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CHRIS WATTS, MAYOR PAGE 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: HL15 -0012, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: May 5, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 1011 West Oak Street, legally known as Tract 22, A.E. Pulchalski Survey, Abstract No. 996, as a historic landmark under Section 35.7.6 of the Denton Development Code; 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 (7 -0). BACKGROUND On September 8, 2014, the Historic Landmark Commission considered a preliminary application for this request, and agreed that the applicant should proceed to a final application. Per the 1996 survey, the house was constructed in 1925 in the Minimal Traditional style; however, the applicant has provided information indicating that the home was actually constructed in 1929. The criteria for Historic Landmark Designations are provided in Section 35.7.6.4 of the Denton Development Code: 35.7.6.4. B. In making the designations as set forth in subsection A of this section, the city council shall consider but shall not be limited to one (1) or more of the following criteria: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; 2. Recognition as a recorded state historic landmark, a national historic landmark or entered into the National Register of Historic Places; 3. Embodiment of distinguishing characteristics of an architectural type or specimen; 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city; 5. Embodiment of elements of architectural design, detail, material or craftsmanship which represent a significant architectural innovation; 6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif; 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style; 8. Archeological value in that it has produced or can be expected to produce data affecting theories of City of Denton Page 1 of 3 Printed on 5/1/2015 File #: HL15 -0012, Version: 1 historic or prehistoric interest; 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the city, state, or United States; 10. Location as the site of a significant historic event; 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city; 13. Value as an aspect of community sentiment or public pride. The applicant has provided an application (Exhibit 3), which includes their assessment of the importance and benefit of the subject property to the community, and how they believe the property meets the above criteria. OPTIONS 1. 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 (7 -0). PRIOR ACTION/REVIEW (Council, Boards, Commissions) L February 9, 2015, the Historic Landmark Commission (HLC) considered a preliminary application for this request, and recommended the applicant should proceed to a final application, HL15 -0012. 2. April 13, 2015, the Historic Landmark Commission recommended by a (7 -0) vote to designate, HL15- 0012. 3. April 22, 2015, the Planning and Zoning Commission recommended by a vote (7 -0) to designate, HL15- 0012. FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS 1. Staff Analysis City of Denton Page 2 of 3 Printed on 5/1/2015 File #: HL15 -0012, Version: 1 2. Location Map 3. Application 4. Notification Map and Responses 5. Site Photos 6. April 13, 2015 HLC Draft Meeting Minutes 7. April 22, 2015 P &Z Draft Meeting Minutes 8. Ordinance Respectfully submitted: Aimee Bissett Interim Director of Planning and Development Prepared by: Cindy Jackson, AICP Senior Planner /Historic Preservation Officer City of Denton Page 3 of 3 Printed on 5/1/2015 STAFF ANALYSIS: Staff has reviewed the application and the assessment provided by the applicant and finds that it meets five (5) of the criteria for Historic Landmark Designations, including: 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States; Per the applicant's narrative, the subject house is located on land that was originally part of the Evers property. It was purchased from A. F. Evers in 1920, with plans to subdivide the land into six lots fronting both West Oak Street and West Hickory Street for the development of "modern" homes. The subject home was constructed in 1929 by F.C. Conner for J.I. and Elizabeth Anderson, as a duplex home with a total of eight rooms. F.C. Conner then went on to be elected as Mayor of Lewisville in 1953. Connor Pavilion at Lewisville Lake Park is named for him. The Andersons lost the home to foreclosure in 1934, a casualty of the Great Depression. The Andersons lived in the home until it was purchased in 1939 by a widow, Mrs. Ula Kidd. Mrs. Kidd remarries and subsequently moves to North Elm Street with her husband, O.C. Knight in 1943. The home is purchased by Callie Ratcliff in 1943. Mrs. Ratcliff then rented the adjoining duplex to Miss Nettie Schultz, a TWU graduate and Cooke County Demonstration Agent. Miss Schultz was an educator at the Texas State College for Women (TWU). She also worked on the development of the College of Industrial Arts (CIA) Botanical Gardens. CIA is known as TWU today. Miss Schultz also donated the land on which the Woodrow Wilson Elementary School is located in June 1956. In 1957, Miss Schultz donated ten acres of land to the City of Denton for the Nettie Schultz Park, which is located a block south of Woodrow Wilson Elementary School. It was the first planned park in the City. Both land donations were acreage from the farm on which she grew up and then later purchased. In the 1960's, Miss Schultz wrote a children's book, "Isabella ", about two cows who grew up on her farm. 2. Embodiment of distinguishing characteristics of an architectural type or specimen. The house is a side gabled, minimal traditional home with the addition of a front covered porch which extends along the entire front of the home. 6. Relationship to other distinctive buildings, sites or area which are eligible for preservation according to a plan based on architectural, historic or cultural motif. The subject site is located in the Oak - Hickory Historic District. 11. Identification with a person who significantly contributed to the culture and development of the city, state or United States; Miss Nettie Schultz lived in one of the duplex apartments beginning in 1944. There is evidence that she was still living in the duplex apartment in 1957, as cited in a newspaper article, in 1957; however, there have been no records submitted indicating the duration of her residence there. As noted in 41, Miss Schultz donated the land for the Nettie Schultz Park and the land for Woodrow Wilson Elementary School. She was also an author of a children's book. 12. A building or structure that because of its location has become of value to a neighborhood, community area or the city. The house is located in the Oak - Hickory Historic District. While there is not list indicating which homes are contributing to the district, based on the information in this application, this home does contribute to the provenance of the district. PUBLIC NOTIFICATION Twenty (20) public notices were sent to property owners within 200 feet of the subject site, and seventy -three (73) courtesy notices were also sent to residents within 500 feet of the subject site. As of this writing, staff has received three (3) responses to the Notice of Public Hearing from property owners within 200 feet of the subject site, representing 22.88% of the property within the notice area. PROJECT TIMELINE: Business Business Subject Date Days under Days out HPO Review to Applicant Date of Application March 12, 2015 - Project Created in ProjectDox March 12, 2015 - lst Submittal sent to Historic Preservation March 20, 2015 - Officer HPO HPO Schedules application for December 8, March 20, 2015 1 day - 2014 HLC meeting. Total days 1 day N A.- W, DENTON llainin�inq DelpailmoM - GIS S Date 3/25/2015 0 10 20 40 �Feet Legend Centerline E= Parcels FINAL APPLICATION City of Denton Historic Landmark m1.. 011 WE � "I L 111. II3 A (: a, ik DCAD Lega� descr�pdon,, AD996a E. PurA"�aWd, I r 22, ,3.81 Acms, (Ad ('XzKJTir 1,78 3 Present use: R(.:�s�dence; NR' Zoni'ng Name of owner(s): Doryce and Tom Judd Address: 1011 West Oak, Denton, 76201 Phone number: (940) 387-0604 e-Mail: Cp gig-n"ir"k Owners , --7 7- (7-7 o 5, 10 1 p I R V D �L\-) 1) Date(s) of construction 2) Original owner's name: 1929 (Contracted November 1928) Elizabeth and James Isaac Anderson 3) Detailed history of this address and the people associated with the home (Attachment A) 4) Documentation to verify this history (Attachment B) 5) Architect (if known); n/a 6) Builder (if known): F.C. Conner (later became the mayor of Lewisville, TX) 7) Architectural Style: Brick Duplex Apartment — original design NasI I aa'tive on 'I;Iu( h1s G)f ya G:;,7'wne1 " ":; and ka1P) Ie reQ' 4a'f this strl Itl t ute The brick duplex apartment at 1011 W. Oak was the third house fronting W. Oak, built on a large lot purchased by C.C. Yancey from Mr. Evers in January 1920. Heralded by the Denton Record - Chronical as "one of the largest residential property (deals) made in a number of years in Denton ", Yancey purchased the empty lot that was part of the Evers home from A. F. Evers for $18,000. The lot was east of the Evers home with frontage on both W. Oak and W. Hickory streets of 240 feet and a depth of 320 feet. Yancey, a realtor in Denton, planned to build six "modern" residents as the Rolling Twenty's began. Three of these homes would front W. Oak Street and the other three would front to W. Hickory Street. The large lot was between 1003 W. Oak (the Rayzer House) and 1035 W. Oak, (the Evers House). As of 1921, only the house at 1023 W. Oak (the Sullivan House) had been built by Yancey for Judge J.W. Sullivan and his wife. Yancey planed for two additional houses in the empty space on the lot between the Sullivan House and the Rayzer House. Two additional homes were built. The home at 1015 W Oak (the Cunningham House) was built for Daisy Cunningham who purchased the lot from Yancey in 1924 and had the current house built in 1930. The other home was 1011W. Oak, the Anderson House, built in 1929. In January 1924, Elizabeth Batton's husband died. She bought the lot for 1011 W. Oak from C.C. and Maggie Yancey in December 1924. Elizabeth remarriages and she and her husband, J.I. Anderson, contract with F.C. Conner in 1928 to build a duplex apartment with brick veneer consisting of 8 rooms. The builder, F.C. Conner who later became Mayor of Lewisville, completed the structure and the first ad "For Rent" appear in April of 1929. L.A. Sharp is listed as living at 1009 W Oak and J.I. Anderson at 1011 W. Oak in 1929. In 1934, during the build of the Great Depression, the Andersons lose their house. Title is transferred to the government (Home Owners Loan Corporation). The government holds the house for five year as hundreds of other homes are also lost in a short time period. The Andersons remained in the house until 1939 when Mrs. Ula Kidd (widowed c1920) purchases the home. Mrs. Kidd marries O.C. Knight in 1940 and they move to North Elm Street. In 1943, Ula and her husband sell 1011 W. Oak to Callie Ratcliff. Mr. Ratcliff, a teacher at North Texas State Normal College (presently UNT), had very recently died and Callie Ratcliff purchased this as her home. Callie Ratcliff soon had Miss Nettie Schultz living next to her. Nettie Schultz, from Alvarado Texas, was a graduate of C.I.A (presently TWU) and became a County demonstration agent by 1930. Nettie assisted in the development of the C.I.A. Botanical Gardens from the time as a student to 1934. She became the Cooke County demonstration agent, moved to Alpine, Texas and then returned to Denton in 1944 to reside with Ratcliff. Nettie (sometimes Nette) Schultz provided two gifts to Denton — based on the farm she owned which divided to create these gifts. In 1957, the City of Denton received 10 acres from Schultz and built the Nettie Schultz Park in northeast Denton. As of 1963 there were only four parks in Denton, the Nettie Schultz Park serving residents in North Denton. The current park is a block south of Woodrow Wilson Elementary School, between Woodhaven St. and Royal Ln. In 1959, she donated land for Denton ISD to build the Woodrow Wilson Elementary School. She continued an active role in Denton in teaching. As example, she wrote a book called "Isabella" to help children to understand the importance of drinking milk. The tale is the story of her red cow, "Isabella" and its calf named "Rosita" which grew up on her farm (the site of Woodrow Wilson Elementary). Ratcliff sold the home to J.O. (James Oran) Stribling. He was the Penny's store manager at Whitesboro until the entire store was moved in the c1932 to Shamrock, Texas, located on Route 66. J.O. Stribling retired as the store manager in 1957 and purchased this home where they resided from 1958 to 1969. A [ 11 E'l IC.; �' I I 1f " "i ' B Doc . tdl1 l:u;"d )iteP ffy I llupiol"I:aR4w e fo�' A ,tlat:;inil rrI';: �� A d,,, 1p "Q:7!"7r � � +'�;wu.�fd "n Prrp° w " ".m pNr "id fr"o'wum t vd -"M; "r PAYS „III FOR , F. EVERS I Arllrounce nte"t ww aS Inarlrx Wfirprpwlrr, slflCrarergrw tlrrst ('m 0. "4"swrrw"«ey lrrarl lsrrlr. olvinrra tllq A. 1,', Iw'v rwa, Irt°op"ty. 11- 0ltlllwl„^ On ''6otl) wknot ? rs lc rarT llf- , Y wt be $vIIl lre lra )list rw:w �s asra WR 110Aallllle frlrtwrrr� Iwrlt Ilwr: Irma Iky lwaVO]lm.' esraT grading ljrtarn, Irtrlltllrr ue"'e Ote walk n wl elto' a Gold gattlwl tlte1111 fvnd'Y for t1w err"voon or 0 ttrrsal r °Mr Irrww °r rr.w, 'Tito trrecjl,^rly 1 2Ipl reel fropt nrw tlwe two mremsa Nw itrw rlelstlr of 5 wl feast, Mr, Yax eo), will divi o tIlc�: lrrr>tlml 11110 3Ix Tots. melt sl x1f)#1 feel, tlsa^en fr °w.srrting (rrr "tt, Ost I"ak rwlid utrue rr" N't ""t fllelaart l..w The houses; Ito IiInus Arw Irtslld 'Will, he rrwtull,urw °rrr III (,Vojr }, j)wrr. tlsawlilr, Irart ar rlllrorertt " :Ize.% swraa"I Islay wq ho rtwrlwl Mo ntlity. Tile deal Iru One of the largoat Iww torwlwlrnr °,r rrrrrrmerty r.MSww, a irr ITprtto, Irr at rraarwstier or (Ile tran:HactIov, Iwa, ^Iraq rs IMNIA of f" fr ow frow toot axap rasrlr$ t`r�r, t' Iw"a rr, i f 't P�ad::p� n the l�C;ua �'a"� �Pap"��w', M 19,1 :�'.�r�p' HOUSES FOR RENT MOW CY.ASKINFA) AIJA TO 1$4 FOR house rwar, , Y'rurhvrs Cvllegov. Alcyp rlludCrcl its- - MILUIR Iur ►.uir. 1'Irallt` !+34 - %V ur III - Iluiry Qt 1411 W, (>Ak fit 20V' w 1 CC Yancey to Build 6 Homes, Denton Record -Ch ronical, 1 -6 -1920. 2 First ad for rental of 1011 W. Oak, Denton Record - Chronicle, Fri, Apr 12, 1929 • Page 13. Samph: o d h the loc aJ pd;� p ep PC, 33 IMMNISHED BRICK duplex four 11COMS Bind bGUL 1011 'Wrat, r I lava..T. 310 I!Ipulersrms still cV 1011 VVI C)c�A! r�,fter fbrech��sure 19,31, James Mey Dies 11 At Ho1denVw*"'e,,0k. � Nfr`,'. J. T.,derson. 1011 West f>ak '-Slreet- bar, r"el ved irOrd of the d� jth lati(� W(�dnesdxN- of her br(Ah-I U" janter) Jji Holdenville, Ok. Mineral seivice ,S will be be1d in ' HoldemIllf,, FYWaYI Oftemoon, but Nfrs. Andersio swill , tK, unable tAD at- tend betause Of fflness. Balley isI !Vrvived by his 'Wife, A son, Albert, a datjt�hter, J\frS. Grace Bag'well. "d a bi-other and stwtex j,,n Terwessot.. He form.e1r)v live(i here, 3 Sample ad, Denton Record-Chronicle, Fri, Aug 4, 1933 • Page 7. 4 Andersons living at 1011 W. Oak, Denton Record- Chronicle, Thu, Jul 11, 1935 • Page 5. eem�.mP�. Mrs. Ula. Kidd and 0. C. might Are Married I� A Kiss, UI& Kidd and U. C. I{ttil ;Ilt. 1 of Deuton were married Ntotuiny r morning at 11::30 o'clock nl. Lire w Travis Avr.ntle B!ilwLst Chlirr21 it% " Fo; L ii ov lt. Dr. (',. E. Niat'111OVS -Cld the Cercmosty. I a The bride ;•ire It tailored White t -yele: jersey erc:-.-; with black nc- ce.%%n er, ni'd I corn -nige of Stec t r l I)etis. PresellL at the wedding were hire. Kidd's 1.1lrce S sagh:ers, ASI&S Cullrezt Kit3d of I3C111o1), P.ir. un(i N"I John E. mcCarl:lr of Crain nncl hir. €uid Iffrs .rninps T_ 11-am of odes- f sst. Alter r: trip to Soutl% Toms and I.autslana, ttte topple will be at itumc ut 820 North Chn Street. Ilatel r.ei3lair dtnIng room— oleals fntnfly style. Weekdays. 25c. qun- day---Shcetall lfl ii nn c r.:t5c. 251 s Ula Kidd marries O.C. Knight, Denton Record - Chronicle, June 3 1940. 6 Nettie Shultz moves to Denton from Alpine, Denton Record - Chronicle, Wed, Mar 22, 1944 • Page 4. t L wM e III Schaltz ond CaWe Rotfiff ate 1011 �V Oak '194 Vewerts Are, Study, Club 'I'Nic A4iss A�effie Shultz (it 1011 vV Oak 1952 ''I -------- - ---- - - ­ ­ . t r W1 1 8 -1 7 Nettle Shultz and Callie Ratliff at 1011 W. Oak, Denton Record - Chronicle, Sun, Jun 9, 1946 • Page 4. 8 Nettle Shultz at 1011 W. Oak, Denton Record-Chronicle, Wed, Mar S, 1952 • Page I. Alec ties e,lwftz Pork a.Y,W in Niort iea, A Area Of 9 Nettie Shultz Park, Denton Record - Chronicle, Mon, Oct 7, 1957 • Page 7, 10 Nettle Schultz provides land for new school, Denton Record - Chronicle, Thu, Sep 17, 1959 • Page 1. 11',16�5 11 Nettie Shultz portrait, Denton Record-Chronicle, Tue, Apr 20, 1965 • Page 11. r °ld�lrr�rd'.e drwgh i'er /!, e gage d .L,96 Mr. nod W-S. JJ11rcK ter °an .t8lrlblln „ 1,011 1' eA Ptak,; .1rrrr urmce t1r rrr alter nrit rrt 11mir° aughlcr, ° 'zend' Ew l n, to Glenn Cudiss McAdAnis Jr, sro'ii of Mr. "sn N1r°,s. *., ", McAdams of "� hitesbor ® ' het common ,, Is pr1srrrr+c!tl for 0 I mm, Aug, 20 In the First Ch6stisrti Church, Wks Stribling 1s n sophomore l NTSU, 11rrr, 1lsrrce 1s a nAkkale teaching fellow at North, Texas and TOCCIVeN Iris I ai lnr °s rlc+ i ire ithcie9 FN 12 Zena Stribling engaged, Denton Record - Chronicle, Sun, May 22, 1966 • Page 13. r NeVirl visits 3,` grci(Yer ond prrsenf; her book 19/1 -TnE NTON RFCORD-CHRONI,CtE SCHOOLS WEEK Third Graders Receive Visit N Or MI DONTONP.m N,,vnm FoR ITS DONOR She Aiso Cave Land For Woodrow Wilson School 13 13 Nettie Shultz, Denton Record - Chronicle, Wed, Mar 3, 1971 • Page 8. 11A I::: Z�) c h n t P rrt C 1..ist the ovtn rshi i:w &. e Il�om orRg, n a l N pre sent om/ner. A t;:ch d c)p s of z: h ir"stk dAmeYll:'�Aihefe ptl)ssible List of owners: • C.C. Yancey purchases large lot east of the Ever's home from A.F. Evers o 12/09/1920 Warranty Deed Evers, A. F. Yancey, C.C. DOC #24690 • C.C. Yancey divides the lot into 6 lots — 3 with frontage of W. Oak, 3 with frontage on W. Hickory Elizabeth Batton purchases this lot from C.C. Yancey o 12/09/1924 Deed Yancey, CC & Maggie Batton, Elizabeth DOC #48521 • Original builders and owners: • Elizabeth B. and J.I. Anderson (Elizabeth divorce Batton and remarried to Anderson) • Land purchased in 1924; Home built in 1929 o 1929-1934 11/28/1928 Memorandum (Construction of Duplex) Anderson, J.I. & Elizabeth B. contract with F.C. Conner; DOC #68789 • Second owners: o Home Owners Loan Corp (Federal Government) o 1934-1939 01/18/1934 Deed of Trust Anderson, J.I. & Elizabeth B. • Third owners: o Ula Kidd o 1939-1943 05/04/1939 Warranty Deed Home Owners Loan Corp • Fourth owners: o Callie Ratliff o 1943-1958 09/14/1943 Warranty Deed Knight, OC & Ula Home Owners Loan Corp (default) DOC #8691 Kidd, Ula DOC #5870 Ratliff, Callie R. DOC #9579 • Fifth owners: o Evelyn and J.O. Stribling o 1958-1967 05/24/1958 Warranty Deed Ratliff, Callie R. Stribling, J.O. and Evelyn M. DOC #2631 • Sixth Owner: o Helen and Don Hall o 1967 —1 month 04/11/1967 Warranty Deed Stribling, J.O. and Evelyn M. Hall, Don and Helen B DOC #2558 • Seventh Owner: o Sinclair Harper 0 1967-1969 05/16/1967 Warranty Deed Hall, Don and Helen B. • Eighth Owner: o Jane Onofrey o 1969-1973 02/14/1969 Warranty Deed Harper, Sinclair • Ninth Owner: o Dr. Tom (& Barbara) Jester o 1973-1983 10/04/1973 Warranty Deed Onofrey, Jane Elizabeth • Tenth Owner: o Barbara and Rollin Sininger o 1983-1989 Harper, Sinclair DOC #3499 Onofrey, Jane Elizabeth DOC #1594 Jester, Dr. Tom D. DOC #20182 11/21/1983 Partial Release Jester, Barbara A. Browne, Margaret A. & Mary Lou Collins DOC# 51489 11/21/1983 Warranty Deed Browne, Margaret A. & Mary Lou Collins Sininger, Rollin A & Barbara 1295 -848 • Eleventh Owner: o Doryce and Thomas Judd 0 1989 — present 7/27/1989 Warranty Deed Sininger, Rollin A. & Barbara Judd, Thomas E & Doryce E. 2619-603 1.40 Land Sa e frorn Evers to Yancey —.1ainuary 5, 1920 DR VOL W Y � PAGE M i,mL, s"rxm u7—rl.'XIAS, � 11611Aon I KnOWr AH, Men, by Thew' Presentv A.PJh,—,, . 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M Kjmqll ilm SUN% W Wtary Piub:XU w iiiimW im JOIN,, Illa11 t'hro qml&jllp8ehloa aul:bori ;:Jr,,� 0 0, u 'nkm ... . . .... . !1dilml, .4-4� am xra, um ,„ti �W-Ilk 6M' klv"al a;ip wIT.10% 0 1111 m 9 r y 21% Ja. SO Umn, tin' A.2p pal'u"I"w"too . . . ..... . .... Urg .1 IM "IV XIINR, M �16 0. v- ��m! 1. �1. ll�hw I, I —kw lw ll,” �1. 1% 1� ­ --di— 1— . .. . ...... id >7 m wMv 1mmr A,-, omd N«nxfipp ft & nM %4w M Kmn I I A- —1, ral ,ml I A rm. III mi,ij b� 11,utn nt�, a W I I,. 'y i: ,,�Jp 1,1 muvml�lll) mi, I Jill "".1 1 1�, L r6l.111 17 .,:,1,, A,m I Land Safe from Yarcey to Battoin - December 9, 1924 OR VOL ODWS PAW'S41 No. 48521 D" d 71IN RlrAT.z OF =AAm comm. 'oF DIANTON KAM ATO., XZN BY 'nMW MU"01 Ti%t wfi, Wl. Unney mad Maggie Ymumy hia wife, of the Coutty Of D.glnon Stetv of To" R, for asod In onneldermtIon of the wm of Twenty flVe hQ1ldX0d & 001100 WPDAO) D-11-11OU to 90 -Uh in hand told 1W Ym 191.Ambath 2 Batton, t1ho rouelpt of which io her.by aaknovindged, have GRAN TED, F.WW ANDCONVEYED, andby thmve pronents do MYT, SELL AND CC,NVFf, Unto the 841A Ure, 111- isbatN[ 3 ttm .:r Uea C.moty of Denton State of T.oma� all Nv%t,.8rWn lot, traot or per. CO. of land isitmted In the City of 3.nton, County of Danton ani S�tate ofTeme, out o.f t#.m &, 542 Puohalrkl 1./3 League survey., snu part of a cortain t'raot of Unt out of said survey uoxjveyad by j_y% Evers W C.G. yancey an tlia 5th day afian"ary 1920, av shown by dead recorded In Vold ... . ... -aoe 1.4.0 deed r000rdo of Denton County, TOXKB. Arid M.GINVING On the South B, line of Oal� Btroet, Use foot West Ofthe North, East -0, a 1V or Puld tract 42 conveyed -by A F-. Evora to 0. C. YQnoay. TIft'"CZ Went Vith the South B I.Ane Of said Chsk Ntract, Fifty (50) fast for c0wn6rk TIONGS South One-hundred fifty seven and One half feet tot corgwr, TIONEM Naet kifty (50y feet for corner. THINCE North One hurcdrad fifty Seven 2.1d One lrAkf fast to thO Plo'00 Of baaivnlnga It is underotoad that for the conai"ration above Awned, that the said Nrii" Ell"bath s. Iatton, ner heirs anft aumigns, ahall j^ave the rj& _t of *jj use or t�o drivo -way and yaamsgo orxj-lirub feet wide asml extending from Oak Stoat to Hickory llreat,, off ofthe TWat Bids of wald iract of Land con,veyed by A,F. Evers to C.G. YRNOSY. " drdto And 'likewise to have 010 QOQ and PROG280-1W&Y extending frum said "have yn""o ad 'Ney to and along the South Side of win lot 1'1alrain &tDva deacribqd and by chljry dead convayad to amid 18.Ld lffrto. ElftaTnth B, fttton To IWYE AND TO 1 {OhLD the above described promisee, tggotkhor rhitj% all, and mlqrular the rijoLto and apVurtenomooa thereto in anywlee rjelonging unto the said Urm. Elisabeth @. Dorton hod her hsire axed avoignm formvar" va do hereby mind ournelvea our heire axecutor* and Mo- am unto the maid Mrs miniat.vatoro, to Warrant Mind forever Defund all and singular the said prexciK 31&%abath B Batton and her hoirn and avo•gna, against eve'ry PohnOYA NILGAURGOVOr lawfully dhim Wig qj, to olaIM tile I&WA, Or early part thereof, WT.' B3 our honde at Donton, Texas thie 15th day of Kovejvbar A.,'Do 1924., Rev. P.50 cahftoelled C.C. Yancey. Maggie "ra'Way. Tur, RTAT.x o.v fzXAG If Couxy OF Dmw HUTHE MR, W.L. McCormick, a Notary, llubl$o, in sand for Denton County, Texas, on this day p0ravORUY aWGarQd C-C YAnGOY and 1699510 yanocy, hii:pwifo, both known to me to be thO POrmone whoso haln0a are mobnorilmd to the foregoing Instru. nent, and saknowledged to me that tboy axaceatad tno xAM for tine purpoman artdoolnis6daret.lon thens Li x exyresi.wd and the said Map;gle Yanoey wife of the said C.Co Yancey having Won examined 1W ma ?rivily•and"rt from liar-huaband, and having the 11mcoe ruily expisin4d to her, ohm, the m1d Maggie Yancey acknowledged mush inatrumilt to bq her act anddea4, and ahte decl,mrod that aho Itad willingly signed the saime for the purp"on and abnolderation therein expreanod, and thmt she 6i� now wish to retract It., GIVLN UHMM 19Y PJ1TD AUD BEAL Cl' OFF1 CE, Tithe 15th day of Nov. A.-D. 1.924.. (11HA1,) W.L. NeCoriolok, Notary Fubl,10, 'Denton County'„ Tooma. 1:11ED M.R RMCORD: Ded., 9, 1924 at 11 0olook A.0 RECOMIRDU Dec, 10, 1924 at 2u40 nlclo.k P„H., Jack. MwiRtal, Clark Co, Court, Denton Co. Texas. 3 Mechanu c ien t(.:) fan. Hd 1009 and 101.1 W. Oak October 1, 11928 ML V(.X COW. PAGEL504 am f 89780 Mechanic Lien M STATE OF =Aeg GOURY 07 DEMION g KNOW All MIN BY THESE PRIMVMS� This mamonandkm of agavammot made and entered into betwoon glIzab.th B.Andersom, and her humbazA Jr.l. Anderson parties ofthe fired part and FaC" Center Party Of the uonond part, W: I of said County Red State NITNKESIMD That the sold party of the 860o.d. part, IMI COnDidegatiOn Of the pr=izes herain- after net forth„ agravo and con6rects viph the said parties orthefirst part, to furniah 61.1 the labor, and Materials fdr, bad to oonotrmot, anent and cowntleta upon tkm lands and prwinsea haralrafter devoribed in good aurkttanliks manner, and In ann.rdemoe elth the Plane, dild 8P00iflQftti00G agreWS upon 8o5tWeen the parties MIA signed by themi for the purpose of Identifidetion, the fallowing Improvements towetg treat one duplar brick, vennar apartmant 8 r0QM WMA hall, tit bath rom.n, twc kituhans, MAIM is lectures, Oak floore through!h! w1virz,plumblug and complete acoordias to plane And apecdfioat„ons g one garage 16 x 1.6 bored and bird pe 4 W Ith ant og le roof. Said party of the aeound part agrean to nomplato said improvements Within 90 lays few. thelatin hereof , unawlt6able nooldent alone, mroapted, a :reasonable allowanas howaver to ba wde In anoe of had wastivsrr and to pay to the said partle4 of t[saflrnt part the son of (''6_, . ........... .. PD11ars, per day for suoh day and. every day's delay Uwreafter as eafle- Ht6d or I.Iquielated damages. The land And promises upon molah the &8M fo,proymenln are to be eroot.d are aLtua- red in the Oounty of Denton State of Texan and are mwis partla,.Oarly desoribed as follown towltn All that oartala lok,tract or pai-eal or land, lying and heIng situated on the South Side of West Oak Street inthe rity and County of Denton,State of Texas out of the legend Puabalski One Third Legau survey Abetrinot No. ➢96, OrA described J;y Rate., And boanda be fO111DUS, taginntng at a palrot IntIm mouth line of went Onk street 9 feet meet of the North east aorwr of a lot conveyed by A.F Tivara Or G.C. Yanoey an shown by dead recarded in Vol.. 171, page 140 deed. records Denton Uouaty Tacna. Themoa West 50 foot a stake for oowrhorg Thence sonic 1511J. f'ieat a atako for ocwnwrp Thorne east 150 fact a otake for ownar; Thence North 157j feet to UM plaeo of begi—ing said Property bolng the separate eatate oftkua said Slizabeth B.Ande'reor, wife of J„X. Anderson ln consideration of ZhD councormotion of said Improyevoents and furnishing n&p labtt and naterial thereraw, as above atipul.steao the parttea of %ha fixot Sort prtwifio are agree to pay to the said part of the asoond part his Salta or Assigns the next nf' %45000.00) ME 7HOUSAND #111lar. 131 MNpQgtad'0 With th0tarece Or CalrAllh note of Uwaaid parties of the f1rat wt or eiren data heremith, and payable to the said party of the .0ound part or enter on or Awdaws 90 days offer date ita dote of even date herewith and hearing latereat at the rare or B per oont per onnum from maturity intarent payable flulnually and furtvwr previd.Ing far ex, attanney-a fee of ten per sent &ddit'ro"al boon tier amount of the prInalpal. and interest then due, If aaLd note he placed In the kandn of an attorney for caUtatlon, air be Doileated by vult or through the Probate Gourt, and further jyvv' A7' that all past ddw Intereat sAnn 1.1. beat lnteoent until paid at the rate of ton per rent per Chilum. fins. VDILCUM PAGE 595 595 ceeond P&M, his third and aesigns, aid wirpma, oontraot lken upon the Maid Ifind and prerdw.a mid Improvements to he erected Onerson, to veaure the asaid iii4ebtednefla bor said note,together with all areas to beacrim, due thereon, and ona salad partlee of thefirst part sgrw to the filzing of a neohania am and nate:r1al mi&Ws lien upon the vald premises and Itrip:m.VaMtO to meoure said Indebtedneen, and. It to further agreed that the supeglof title to the, -maid linp:11tivementa ahall rematn lathe ould party of t10 s000nd part,his hadra and asoigne, Until the oaid Indebtedness is fully pAld off and, dischav,gad.1t is bxrther agreed that a failure to complete 15R:j�j thpravementi, or fall.ore to ounipiete I;1tie socia aenording to Gontruct, shall not defeat said indeb&sdnoina mid ].ieu, but in ounh case the Undelitbilvesio arid lion upon sold promises and LiprovexantliA axf.ur in favor of.sald Igirty of the second part big heirs a wal.gots for sold contraet priae, lose viiob an amount an would im reasonably nammicary complete nald fwpavamenta m000rding to the said plane and speolfications. Upon the camplation of said Improvamente, nald parties of tImfirst part agrees to Insure the same and keep the oam Insured in som. nolveno and repoo0ble 131sUravA6 0AMP04Y for the benefft, of the said party af the second, part, him heirs or asoign@, for at least the our of ($5000.00� 'Five Thoufland Dollars or an nuoh of saw- an son be prooured, and they furtbor ogres to pay filj, taxes sand saveaminte now due, if any, on said prenitses, and keop ali taxen and assessments paid an they Bear'" upoll, the OftLd pranifieR, and they further a=-es, If required by the said party of the seaend part his listed or aaeigmiii, upon the 002- ;i:Letfon ofsaid 1wprovenionts, or at any time to execute, a dead of MRst, with the unual yprovist one an to power or agle t o further savura said indebtodneionu and It ha agrued that fsj�.ure to pay cases now due, if any, or to oreuy the taxan paid, Be they locime , ,, Ise ,aid prandu 1111, or fallure 11, 1.1111VO, it ,, cup the said pre lsea Iniaoared„ as above p n stipulated, or failure to szooUtS maid dead of trust, as above atipulated, soon requested to do so or a total or partial deatil-untion of the improvements upon the said promisee or an ralli4re to pay any of said note or any Inatfillment Of lutGrafit 04 haITi d0ts as the some fall. due shell at the option of the holder, of tune said note, or any of t1win, Immodautely mature the weld indentedneiss. If at amy Lime there be any disioite of jejaunderatandlaW no to, the termis or mueticing of usa9.d plains Iind apeoifit,atiorin or or this acritreat or as to whether or not sail improvements are being created or have beea arvared, secording to this aontrmq1t and said plans and speolf:Wetiong, then sp0h .ttar shall be valmsitted to - for deterviltiatio and shen he Pao determined seem, his dooiRion shall be final and %pinding on all. parties. Sold partioi.s of the first part'�WrOby waive', in f%vajr oar the said Indebtedness all hcWkenten4 exug%ptionn and allowention, and all adlovancea in ligib. of Btomstaad, or for exany.4 artlales, or for support, and all tourmlaBiOD1111 Which may 0oorin to either of them in iony probate pr0000dirig, if any, in xtiah the said promises may be lnvolvadw if the said pertieoi of the first 19trt alia,11. fail to PrGOUrO Bald inDUTIR'nae or to pay said taxes k-An alvve Bttpuleted, Win' holder of sold note may Procure the said or pey ,acid tatas, and add the amount so gold to Me Indebtadneas and the teld "no act so paid Beall be secured by a Ilen upon nald px-malses, and thenove ,Ball. beat interest frinn dates of such paymentis at the rate of ten liar anent per arinum.. WI.taeon ouAjr hands this list day or OvtolerA..E. 19AS Ilizatmth B.Andereou F.C. Consior .T.I. Anderson Party of the Second Part Parties of the first Part. TIM STATE Of TH.Xfinr, CQUNVY OF DERPON . Before so the underang7ted a Notary publin in mid for Dentan County,,Texiin on this day pernonelly appawral ;F..$. Anderson, and Illizaboth B.Andermon his wife, b0tli Ve y Attach subdivision map or Old Town Plat; attach copies of old surveys, an old on- the - ground survey, or a current on- the - ground survey locating all improvements, easements, access to public roads, public improvements, encroachments and protrusions. The large lot between 1003 (the Rayzer House) and 1031 (now 1035 W. Oak, the Evers House) is the lot that Yancey purchased from Mr. Evers. As of 1921, only the house at 1023 W. Oak (the Sullivan House) had been built by Yancey for Judge J.W. Sullivan and his wife. Yancey planed for two additional houses in the empty space on the lot between the Sullivan House and the Rayzer House. .� tam a 4 �! Y Q� `ql b u J Z t lo r. P� V ?9 Two additional homes were built. The home at 1015 W Oak (the Cunningham House) was built for Daisy Cunningham who purchased the lot from Yancey in 1924 and had the current house there built in 1930. The other home was 1011 W. Oak, the Anderson House, built in 1929. /,,� a a�. [ i u r �e P II t N.,. � XU"I6)d Ptl oV ciig&n':1pfls Attach four (4) photographs of the historical marker site, one from each direction (North, South, East, and West) with label per photo. `bi':?o'R"h "v''w t, [ t a c II, -iii n e re The property meets one or more of the following Historic Landmark designations: _X_1. Character, interest or value as part of the development, heritage, cultural or a Historic District of the City of Denton, State of Texas or the United States. 2. Recognition as a recorded Texas historic landmark, a national landmark, or entered into the National Register of Historic Places. —X-3. Embodiment of distinguishing characteristics of an architectural type or specimen. 4. Identification as the work of an architect or master builder whose individual work has influenced the development of the city. _X_5. Embodiment of elements of architectural design, detail, materials or craftsmanship, which represent a significant architectural innovation. _X_6. Relationship to other distinctive buildings, sites or areas which are eligible for preservation according to a plan based on architectural, historic or cultural motif. 7. Portrayal of the environment of a group of people in an area of history characterized by a distinctive architectural style. 8. Archaeological value in that it has produced or can be expected to produce data affecting theories of historic or prehistoric interest. 9. Exemplification of the cultural, economic, social, ethnic or historical heritage of the City, State or United States. 10. Location as the site of a significant historic event. _X_11. Identification with a person or persons who significantly contributed to the culture and development of the City, State, or United States. _X_12. A building or structure that because of its location has become of value to a neighborhood, community area or the city. 13. Value as an aspect of community sentiment or public pride. A t a d )III " "'lli e IL.'ll t 'iP „: i UWe the undersigned, owner(s) of, or party(s) with financial interest in, all property herein described, do hereby file this, my /our petition, asking that the said property be designated as a historic landmark under the provisions of Ordinance #80 -30 of the Code of Ordinances of the City of Denton, Texas. I/We authorize the City of Denton to place a sign or signs on the above property for public notification of the proposed notification of the proposed historic designation Name / Date NOTICE OF PUBLIC HEARING rL �6 () 24 HL15 -0012 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, April 13, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1011 West Oak Street. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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. °...'. ...._ Please circle one: In favor of request Neutral to request Opposed to request Reasons for Opposition: Signature: Printed Nam ' `d e I n` ems. h / Mailing Address: 10, i!�;­ t,J , 0 1 L�-' St. City, State Zip: 1�� '% �o a Telephone Number: Email Address. , ,1 (1ea e­ni i g Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DWqJ9AT9X�N �l6 51 - R C V .3499.8541 • (F) 940.349.7707 NOTICE OF PUBLIC HEARING HL15 -0012 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, April 13, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1011 West Oak Street. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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. Please circle one: In favor of request-­.- Neutral to request Reasons- fd'r"Opposittonw Signature: 1 kdr C ' / �_ , _ Printed Name: gr, "A Mailing Address Y p f � °° � � ���. Cit , State Zi e Telephone Number: Email Address: f��' Physical Address of Property within 200 feet: Opposed to request CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200' HL C Notice NOTICE OF PUBLIC I- SEARING HL15 -0012 The Historic Landmark Commission of the City of Denton will hold a public hearing on Monday, April 13, 2015, and consider making a recommendation to the City Council regarding an application for Historic Landmark Designation for the property located at 1011 West Oak Street. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The public hearing will start at 5:30 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 Historic Landmark 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: Cindy Jackson, 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 Reasons for Opposition: Please circle one: Neutral to request Opposed to request Signature: � . Printed Name: 1, Mailing Address:a City, State Zip:µ, Telephone Number: !2 - 0 .. ' Email Address: Physical Address 4 property W­AiWin 200 feet: 1,41, I W- ,� CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200' HLC Notice Exhibit 3 Site Photos Front of House East View of House West View of House B. Hold a public hearing and consider an application for a Historic Landmark Designation request for the property located at 1011 West Oak Street, and provide a recommendation regarding the appropriateness of the property to receive this designation to the Planning and Zoning Commission and City Council. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. (HL15 -0012, 1011 West Oak Street, Cindy Jackson Jackson provided the location map, site photos, and criteria for approval; which can be found in the backup materials. This is the final request for Historic Landmark Designation for the subject site. Staff sent out 20 Public Hearing notices to property owners within 200 feet of the subject site, and 73 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received three (3) returned responses in favor of this request. Staff recommends approval of this request; the applicant is present. Stevenson questioned if the house has more than one owner since it is a duplex. Jackson stated the duplex was converted to a single- family residence. Conte opened the Public Hearing. Thomas Judd, 1011 West Oak Street, Denton, Texas. Judd stated he is the property owner of both sides of the duplex; technically it is still considered a duplex. He stated they have lived in the property longer than they have owned it. There is an opening to pass through the two different spaces of the duplex. The property still has separate electric and water. Lynn questioned if Judd wrote the project narrative. Judd stated Randy Hunt wrote the letter; Judd read it and approved it. He stated the porch was the way it is when he purchased the property; he doesn't have any history on the porch. Stevenson questioned why Judd wants to receive the designation. Judd stated they started the designation process in 1991; he stated things were different back then, in terms of researching the property and locating its history. There were a lot of road blocks at that time. John Wright, 912 West Oak Street, Denton, Texas. Wright stated he is in favor of this request. He encourages this Commission to approve this request. Tim Gieringer, 1108 West Congress Street, Denton, Texas. Gieringer stated he is in support of this request. He helped Judd with a lot of the research on the property. The person that built this property went on to be the Mayor of Lewisville. He stated the Stripling family also owned the property; he has spoken with Beth Stripling, and she stated the porch was changed in the 1940- 1950'x. There was no further discussion. Conte closed the Public Hearing. Commissioner Alyssa Stevenson motioned, Commissioner Pati Haworth seconded to approve this request as staff submitted. Motion approved (7 -0). Commissioner Alyssa Stevenson, aye, Commissioner Pati Haworth, aye, Commissioner Michelle Lynn, aye, Commissioner Scott Campbell, aye, Commissioner Daniel Abasolo, aye, Chair Deb Conte, aye, and Laura Mauelshagen, aye. April 22, 2015 Planning & Zoning Commission Meeting Minutes C. Hold a public hearing and consider making a recommendation to the City Council re _ ar�g an application for Historic Landmark Designation for the property located at 1011 West Oak Street, and provide a recommendation regarding the appropriateness of the property to receive this designation to the City Council. The subject site is located on the south side of West Oak Street, approximately 347 feet east of the intersection of West Oak Street and Welch Street, in the Oak - Hickory Historic District. The Historic Landmark Commission recommends approval of this request (7 -0). (HL15 -0012, 1011 West Oak Street, Cindy Jackson Mauladad introduced Boykin. Boykin provided the location map, site photos, and criteria for approval; which can be found in the backup materials. The applicant has identified four criteria which are applicable to this site. The subject home was constructed in 1929 by F.C. Conner who went on to be elected as Mayor of Lewisville in 1953. The Connor Pavilion located at Lewisville Lake Park has been named after him. The home was purchased by Callie Ratcliff in 1943. Mrs. Ratcliff then rented the adjoining duplex to Miss Nettie Schultz, a Texas Woman's University graduate and Cooke County Demonstration Agent. Miss Schultz was an educator at the Texas State College for Women (TWU). She also worked on the development of the College of Industrial Arts (CIA) Botanical Gardens. Miss Schultz donated the land on which the Woodrow Wilson Elementary School is located in June 1956. In 1957, Miss Schultz donated ten acres of land to the City of Denton for the Nettie Schultz Park, which is located a block south of Woodrow Wilson Elementary School. It was the first planned park in the City. Boykin stated staff sent out 20 Public Hearing notices to property owners within 200 feet of the subject site, and 73 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received three returned responses in favor of the request. Reece opened the Public Hearing. Tom Judd, 1011 West Oak Street, Denton, Texas. Judd stated he has resided at the subject property for 35 years; he has been there since the conception of the Oak- Hickory Historic District. He stated he tried to start the process in the 1990's; however, he ran into many road blocks during that time. Annetta Ramsey, 722 West Oak Street, Denton, Texas. Ramsey stated she speaks for a majority of the neighborhood; except for the individual that was opposed to the request. She stated they all feel that this site deserves the designation. There was no one else to speak; Reece closed the Public Hearing. Briggle and Reece thanked the applicant for going through this process. Commissioner Thom Reece motioned, Commissioner Brian Bentley seconded to approve this request as submitted by staff. Motion approved (7 -0). Chair Thom Reece, aye, Commissioner Brian Bentley, aye, Commissioner Frank Conner, aye, Commissioner Jim Strange, aye, Commissioner Devin Taylor, aye, Commissioner Amber Briggle, aye, and Commissioner Frank Dudowicz, aye. s:UegaRour documents \ordinances \15 \h115 -0012 ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, DESIGNATING THE PROPERTY LOCATED AT 1011 WEST OAK STREET, LEGALLY KNOWN AS TRACT 22, A.E. PULCHALSKI SURVEY, ABSTRACT NO. 996, AS A HISTORIC LANDMARK UNDER SECTION 35.7.6 OF THE DENTON DEVELOPMENT CODE; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (HL15 -0012) WHEREAS, Doryce and Torn Judd have applied for historic landmark designation for the property located at 1011 West Oak Street, legally known as Tract 22, A. E. Pulchalski Survey, Abstract No. 996 (hereinafter, the "Property ") and WHEREAS, both the Historic Landmark Commission and the Planning and Zoning Commission have found that property located at 1011 West Oak Street meets several of the criteria for historic landmark designation as listed in Section 35.7.6.4.13 of the Denton Development Code; 1. Character, interest or value as part of the development, heritage or cultural characteristics of the city, state or the United States. 2. Embodiment of distinguishing characteristics of an architectural type or specimen. 3. Relationship to other distinctive buildings, sites or area which are eligible for preservation according to a plan based on architectural, historic or cultural motif. 4. Identification with a person who significantly contributed to the culture and development of the city, state or United States. 5. A building or structure that because of its location has become of value to a neighborhood, community area or the city; and WHEREAS, on April 13, 2015, the Historic Landmark Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested Historic Landmark designation; and WHEREAS, on April 22, 2015 the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested Historic Landmark designation; and WHEREAS, on May 5, 2015 the City Council held a public hearing as required by law, and upon conclusion recommended approval finding the request is consistent with Section 35.7.6 of the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The property located at 1011 West Oak Street, legally known as Tract 22, A.E. Pulchalski Survey, Abstract No. 996, is hereby designated as a historic landmark under Section 35.7.6 of the Denton Development Code. SECTION 2. The Property shall be indicated upon the zoning map of the City of Denton as a historic Landmark by the letter "H ", and the Property shall be subject to all terms, provisions and requirements of Section 35.7.6 of the Denton Development Code and such designation shall be in addition to any other use designation established in the City's zoning ordinance applicable to such property. SECTION 3. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. 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 , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CHRIS WATTS, MAYOR PAGE 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -383, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Willie Hudspeth regarding Southeast Denton issues. City of Denton Page 1 of 1 Printed on 5/1/2015 ■ ■ ;)r ■ v m 00 ti TYPE �1� . .... . ........... .. ... ................. .................. .............. .. .. MINE ■ I Ed i ■ ■; ■ MEN : r� ME ■ ■ N ■ 1 . . ] ■; ■ MEN : r� ME ■ ■ N ■ 1 ■ 1. : 1 0 A � E a :IN .■ ■ tIll ■