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October 20, 2015 Agenda
City f Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 ttu�Nltl www.cityofdenton.com Dt�NT N Meeting Agenda City Council Tuesday, October 20, 2015 12:00 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 Closed Meeting on Tuesday, October 20, 2015 at 12:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following item will be considered: A. ID 15 -1030 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with City's Attorneys regarding legal issues associated with the disclosure of confidential information, including those raised by legal counsel for the Freedom of Information Foundation of Texas in a letter dated August 27, 2015, by City Council members, by members of City boards and commissions and by City employees, including but not limited to, Constitutional limitations and criminal penalties, 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. Following completion of the Closed Meeting, the City Council will convene in a Work Session 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 October 20, 2015. 3. Work Session Reports A. ID 15 -1039 Hold a discussion and give staff direction concerning legal issues raised by legal counsel for the Freedom of Information Foundation of Texas in a letter dated August 27, 2015, in connection with the release of confidential information by City Council members, by members of City boards and commissions and by City employees. Attachments: Exhibit 1 Letter from Freedom of Information Foundation B. ID 15 -958 Receive a report, hold a discussion, and give staff direction regarding potential changes to Chapter 23, Article VI of the Code of Ordinances as it relates to a change in police initiated towing and review and provide recommendation for the draft of Chapter 23 Article V of the Code of Ordinances relating to non - consent towing. Attachments: Exhibit 1 Non Consent Towing Ordinance C. ID 15 -1002 Receive a report, hold a discussion, and give staff direction regarding creation of a City ofDenton Page I Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 fee ordinance governing permissible maximum fees associated with non - consent towing and the regulatory fees charged to tow companies by the City. Attachments: Exhibit 1 Towing Fee Ordinance D. ID 15 -989 Receive a report, hold a discussion, and provide staff direction regarding the City of Denton Solid Waste & Recycling Department proceeding with a proposed multi -year landfill mining capital project. Attachments: Exhibit 1- Landfill Mining Overview E. ID 15 -932 Receive a report and hold a discussion regarding various types of municipal debt, procedures for debt issuance, refundings and associated matters. Attachments: Exhibit 1 - Presentation F. ID 15 -1055 Receive a report, hold a discussion and give staff direction on options related to the possible sale of debt for Denton Municipal Electric power generation facilities. 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 -1029 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located along both the east and west sides of Bernard St. between Eagle Drive to the north and Collins Street to the south, in the City of Denton, Texas, if deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under 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. [Eagle Substation] [ID 15 -985] B. ID 15 -911 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the Daniel Lambert Survey, Abstract Number 784, located generally at the northeast corner of Mayhill Road and Colorado Boulevard, City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the City ofDenton Page 2 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Mayhill Road Widening and Improvements project - Parcel M231 -Ray Hallford, Trustee) C. ID 15 -1024 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071 Receive information, from staff, discuss, deliberate, and provide staff with direction regarding the potential lease of real property interests generally located in the 200 block of W. Hickory Street and the 100 block of S. Locust Street in the City of Denton, Denton County, Texas where deliberation in an open meeting would have a detrimental effect on the position of the Denton City Council in negotiations with a third person. Consultation with the City's attorneys regarding legal issues associated with the lease of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under 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. D. ID 15 -1027 Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for Project Cartoon. This discussion shall include commercial and financial information the City Council has received from Project Cartoon, a business prospect, 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; deliberate the offer of a financial or other incentive to Project Cartoon. 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: City ofDenton Page 3 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 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 -939 Support Our Troops B. ID 15 -1045 Fire Prevention Month 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 15 -907 Naomi Wood regarding paid parental leave for City of Denton employees: going beyond FMLA. 2. ID 15 -931 Dawn Carlin regarding necessary improvements on McKinney between Loop 288 and Ryan High School. 3. ID 15 -936 John Goodman regarding Quakertown Park. C. Additional Citizen Reports - This section of the agenda permits any person not registered for a citizen report to make comments regarding public business on items not listed on the agenda. This is limited to four speakers per meeting with each speaker allowed a maximum of four (4) minutes. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — AA). 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 — AA 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 -934 Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($57,850,000), Solid Waste ($9,280,000), and General Government ($27,980,000) with Tax Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount equal to $95,110,000; and providing an effective date. The Public Utilities Board considered the utility fund expenditures of this resolution and recommends approval (7 -0). City ofDenton Page 4 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 Attachments: B. ID 15 -949 Attachments: C. ID 15 -953 Attachments: D. ID 15 -954 Attachments: Exhibit 1 - Issuance Timeline Exhibit 2 - FY 2015 -16 Capital Budget Exhibit 3 - Ordinance Exhibit 4 - Draft PUB Minutes Consider a request for an exception to the Noise Ordinance for the purpose of the Brave Denton - Brave Combo Fight the Frack event sponsored by the Blackland Prairie Rising Tide. Live music will be played in Quakertown Park, located at 321 E. McKinney Street, on Tuesday, November 3, 2015, from 7:00 p.m. to 9:30 p.m. An exception is specifically requested to increase sound levels from 70 to 75 decibels. Staff recommends approval. Exhibit 1- Letter of Request Consider adoption of an ordinance of the City Council of the City of Denton, Texas providing for the City's adoption of the Clean Fleet Vehicle Model Ordinance proposed by the Regional Transportation Council (RTC) which is the Regional Transportation Policy Body associated with the North Central Texas Council of Governments (NCTCOG); and providing an effective date. The Committee on the Environment recommends approval (3 -0). Exhibit 1- NCTCOG Clean Fleet Policy Exhibit 2- Clean Fleet Adoptees Exhibit 3- Committee on Environment Minutes Exhibit 4- Ordinance Consider adoption of an ordinance of the City Ordinance No. 2013 -016 to prescribe updated titles certain classifications of Fire Department personnel; and severability clauses; and declaring an effective date. Exhibit 1 - Ordinance 2013 -016 Exhibit 2 - Ordinance Amending Ordinance 2013 -016 of Denton, Texas, amending and number of positions for providing repealer, cumulative E. ID 15 -979 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with the University of North Texas for internet services under Section 791.001 of the State of Texas Government Code; authorizing the expenditure of funds therefor; and declaring an effective date (File 4943 - Interlocal Agreement with University of North Texas System in the three (3) year not -to- exceed amount of $60,000). Attachments: Exhibit 1- Ordinance Exhibit 2- Agreement F. ID 15 -980 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager or his designee to enter into an Interlocal Agreement with the City of Copperas Cove, Texas, to provide for the City of Denton purchase of a model year 2000 used Scarab Windrow Turner for the City Landfill; providing for the expenditure of funds therefor; providing a savings clause; providing an effective date (File 5894 in the amount of $30,000). The Public Utilities Board recommends City ofDenton Page 5 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 approval (7 -0). Attachments: Exhibit 1 -PUB Minutes Exhibit 2- Ordinance Exhibit 3- Interlocal Agreement G. ID 15 -981 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) Bobcat Model T870 Skidsteer Loader for the City of Denton Solid Waste Department; and providing an effective date (File 5950- awarded to Bobcat Company in the amount of $74,243.17). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1 -Quote Exhibit 2 -Buy Board Contract Exhibit 3 -Staff Memo Exhibit 4 -PUB Minutes Exhibit 5- Ordinance H. ID 15 -982 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of Laserfiche Document Imaging Application upgrade to version 9.3 on the RIO Licensing Platform, software maintenance, additional licensing for Laserfiche Forms Package, and software enhancements as approved by the State of Texas Department of Information Resources (DIR) Contract Number DIR -SDD -2502; providing for the expenditure of funds therefor; and providing an effective date (File 5954- awarded to MCCi, LLC in the not -to- exceed amount of $305,000). Attachments: Exhibit 1- Pricing Comparison Exhibit 2- Ordinance Exhibit 3- Contract L ID 15 -983 Consider adoption of an ordinance rejecting any and all competitive bids for the construction of the Santa Monica Water and Wastewater Improvements project for the City of Denton; and providing an effective date (Bid 5876). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Tabulation Sheet Exhibit 2- Public Utilities Board Minutes Exhibit 3- Ordinance J. ID 15 -984 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the Country Club Mobile Home Park, Nettie Schultz Park, and Woodhaven Street Sanitary Sewer Replacements Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (Bid 5877- awarded to the lowest responsible bidder meeting specification Dickerson Construction Company, in the amount of $1,002,073). The Public Utilities Board recommends approval (7 -0). City ofDenton Page 6 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 Attachments: Exhibit 1- Tabulation Sheet Exhibit 2- Public Utilities Board Minutes Exhibit 3- Ordinance K. ID 15 -986 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of two (2) Altec bucket trucks for Denton Municipal Electric which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 5949- awarded to Altec Industries, Inc. in the not -to- exceed amount of $428,385.50). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Quotes Exhibit 2- Standardization Memo Exhibit 3 -Sole Source Letter Exhibit 4 -PUB Minutes Exhibit 5- Ordinance L. ID 15 -987 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston - Galveston Area Council of Governments (H -GAC) Cooperative Purchasing Program for the acquisition of one (1) Frazer Type I Ambulance for the City of Denton Fire Department; and providing an effective date (File 5948- awarded to Frazer, Ltd. not -to- exceed amount of $151,425). Attachments: Exhibit 1 -H -GAC quote Exhibit 2 -H -GAC Contract Exhibit 3- Single Source Memo Exhibit 4- Ordinance M. ID 15 -990 Consider adoption of an ordinance approving the expenditure of funds for the purchase of two (2) WEMCO Hydrogritter 12" Weir End stainless steel grit separation systems for the Pecan Creek Water Reclamation Plant, which are available from only one source and 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 5941- awarded to Jay Martin Company in the not -to- exceed amount of $85,600). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1 -Quote Exhibit 2 -Weir Sole Source Letter Exhibit 3 -Staff Memo Exhibit 4 -PUB Minutes Exhibit 5- Ordinance N. ID 15 -991 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for City of Denton utility bill printing and mailing services; providing for City ofDenton Page 7 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 the expenditure of funds therefor; and providing an effective date (RFP 5815- awarded to Ancor Information Management LLC., dba Utilitec, in the three (3) year not -to- exceed amount of $1,300,000). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Pricing Sheet Exhibit 2 -PUB Minutes Exhibit 3- Ordinance Exhibit 4- Signed Contract O. ID 15 -993 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of Police Vehicles for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5855- awarded to James Wood Autopark in the three (3) year not -to- exceed amount of $1,469,716.08). Attachments: Exhibit 1- Tabulation Sheet Exhibit 2- Ordinance Exhibit 3- Contract P. ID 15 -994 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Performance Management, Compensation Management, and Learning Management Software including a three (3) year software maintenance agreement for the City of Denton Human Resources Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 5827- awarded to Cornerstone OnDemand, Inc. in the not -to- exceed amount of $322,688.40.) Attachments: Exhibit 1- Evaluation and Ranking Sheet Exhibit 2- Ordinance Exhibit 3- Contract Q. ID 15 -996 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a lease agreement between the City of Denton (Keep Denton Beautiful) and Rail Yard Partners, LTD, and providing an effective date. The Public Utilities Board recommends approval 7 -0. Attachments: Exhibit 1 - KDB Lease Agreement Exhibit 2 - KDB Lease Renewal Options Exhibit 3 - Ordinance R. ID 15 -997 Consider adoption of an ordinance of the City of Denton, Texas, amending 2004 -261; establishing fees to be charged for overdue books and materials for the libraries of the city of Denton, TX; to equalize said fees, update formats, and provide a uniform checkout length of time to all circulating materials; repealing all ordinances in conflict; provide a severability clause; provide for an effective date. Attachments: Exhibit 1 Proposed ordinance Exhibit 2 Markup of existing ordinance Exhibit 3 Library Board Minutes City ofDenton Page 8 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 S. ID 15 -998 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute on behalf of the City of Denton a lease of property between the City of Denton, Monsignor King Outreach Center in substantially the same form as attached hereto and incorporated herein by reference, for the operation of a homeless shelter at 300 Woodrow Lane; and providing for an effective date. Attachments: Exhibit 1 - MKOC Lease (Oct 2015 Draft) Exhibit 2 - Shelter Lease Ordinance T. ID 15 -1003 Consider adoption of an ordinance closing, abandoning and vacating a portion of the right -of -way on Texas Street between the northwest corner of Lot 1, Block A, East College Addition, to the East, and the Union Pacific Railroad corridor, to the West, being a 0.641 acre tract: and providing an effective date. (Abandonment of Texas Street located within the main Service Center compound) Attachments: Exhibit 1 Location Map Exhibit 2 Site Map Exhibit 3 Ordinance U. ID 15 -1006 Consider adoption of an ordinance of the City of Denton, Texas prohibiting U -turns for any vehicle travelling northbound at the 800 Block of North Loop 288; providing a repealer clause, providing a savings clause; providing a penalty of a fine not to exceed two hundred dollars ($200) for violations of this ordinance; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). Attachments: Exhibit 1 - Site Map Exhibit 2 - Graphic of the hazardous area Exhibit 3 - Ordinance V. ID 15 -1007 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the west side of Bryan Street from its intersection with West Oak Street to its intersection with Scripture Street; providing a repealer clause, providing a savings clause; providing a penalty not to exceed five hundred dollars ($500) for violations of this ordinance shall be governed by Chapter 18 of the code of ordinances of the City of Denton; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). Attachments: Exhibit 1 Petition Fact Sheet Exhibit 2 Location Map Exhibit 3 Google Photos of On- Street Parking Exhibit 4 Ordinance W. ID 15 -1018 Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and Mark Hicks Transport, LLC; and providing an effective date. The Council Airport Committee recommends approval (3 -0). City ofDenton Page 9 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 Attachments: Exhibit 1 - Piper Navaio Aircraft Exhibit 2 - Site Plan Exhibit 3 - Building Site Location Exhibit 4 - Ordinance and Lease X. ID 15 -1019 Consider a request for an exception to the Noise Ordinance for the purpose of the Denton Day of the Dead Festival, to be held in the Williams Trade Square parking lot and on Industrial and E. Hickory Streets, October 24, 2015, from 11 a.m. to 9 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. Attachments: Exhibit 1 -Noise Exception Request Y. ID 15 -1021 Consider approval of a resolution allowing Wine Squared to be the sole participant allowed to sell alcoholic beverages at the Denton Day of the Dead Festival, on October 24, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1- Request to sell alcohol Exhibit 2- Resolution and Agreement Z. ID 15 -1032 Consider a request for an exception to the Noise Ordinance for the purpose of the Goddesses of Light Music Festival, to be held in the Williams Trade Square parking lot, November 6 - 7, 2015, from Noon to 10 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. Attachments: Exhibit 1 -Noise Exception AA. ID 15 -1033 Consider approval of a resolution allowing Hannah's Off the Square to be the sole participant allowed to sell alcoholic beverages at the Goddesses of Light Music Festival, on November 6 - 7, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1- Request to Sell Alcoholic Beverages Exhibit 2- Resolution and Agreement 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 15 -952 Consider nominations /appointments to the City's Boards and Commissions: Parks, Recreation and Beautification Board; Public Art Committee; and Traffic Safety Commission. B. ID 15 -966 Consider approval of a resolution by the City of Denton, Texas, authorizing the City Manager to sign and submit an amendment to the 2013 and 2014 Action Plans for Housing and Community Development submitted in June 2013 and June 2014 to the U.S. Department of Housing and Urban Development; with appropriate certifications, as authorized and required by the Housing and Community Development Act of 1974, as amended, and the Affordable Housing Act of 1990, as amended; and providing for an effective date. The Community Development Advisory Committee recommended approval unanimously. City of Denton Page 10 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 Attachments: Exhibit 1 2013 and 2014 Action Plan Revisions Exhibit 2 CDAC September 10, 2015 Draft Meeting Minutes Exhibit 3 Ordinance C. ID 15 -972 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving the First Amendment to the 2014 -15 agreement between the City of Denton and the Denton Affordable Housing Corporation; authorizing the City Manager to execute the First Amendment and to expend funds with respect to the First Amendment; and providing for an effective date. The Community Development Advisory Committee unanimously recommended approval. Attachments: Exhibit 1 Draft CDAC Minutes from September 10, 2015 Exhibit 2 Ordinance 6. PUBLIC HEARINGS A. S15-0008 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a Specific Use Permit (SUP) for a Drive - Through Facility in a Downtown Commercial General (DC -G) zoning district and use classification. The approximately .30 acre site is generally located on the east side of South Carroll Boulevard and approximately 130 feet south of Maple Street; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. (S15 -0008) The Planning and Zoning Commission recommended approval of this request, subject to conditions (7 -0). Attachments: Exhibit 1 -Staff Analysis Exhibit 2 -Site Location Aerial Map Exhibit 3- Zoning Map Exhibit 4- Future Land Use Map Exhibit 5- Proposed Site Plan Exhibit 6- Proposed Landscape Plan Exhibit 7- Public Notification Map and Responses Exhibit 8- Plannina and Zonina Commission meetina minutes Exhibit 9 -Draft Ordinance B. Z15 -0022A Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning classification from a Regional Center Commercial Downtown (RCC -D) zoning district and use classification to an Employment Center Industrial (EC -I) zoning district and use classification on approximately 1.5 acres of land generally located on the north side of Schuyler Street and approximately 450 feet west of I -35 in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. (Z15 -0022) The Planning and Zoning Commission recommended approval of this request (6 -0). City of Denton Page 11 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 Attachments: Exhibit 1 -Staff Analysis Exhibit 2 - Site Location Aerial Map Exhibit 3 - Zoning Map Exhibit 4 - Future Land Use Map Exhibit 5 - Permitted Uses in Regional Center Commercial Downtown Exhibit 6 - Permitted Uses in Employment Center Industrial Exhibit 7 - Public Notification Map and Responses Exhibit 8 - Planning and Zoning Commission Draft Minutes Exhibit 9 - Draft Ordinance C. ID 15 -985 Hold a public hearing and consider approval of a resolution by the City Council regarding four proposed sites for construction, expansion, and use of an electric power transmission /distribution substation located along both the east and west sides of Bernard St. between Eagle Drive to the north and Collins Street to the south, in the City of Denton, Texas, as part of Denton Municipal Electric's service territory. Attachments: Exhibit 1 - Proiect Information Exhibit 2 - System Map Exhibit 3 - Location Map Exhibit 4 - Eagle Site Options Exhibit 5 - Resolution 7. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 15 -927 Willie Hudspeth regarding City Hall. 2. ID 15 -1000 Alysia Jordan regarding water bills. 3. ID 15 -1048 Kern Burnside regarding the Engineering Department concreting drainage ditches. 4. ID 15 -1050 Judy Smith regarding the City Engineering Department's transparency when handling drainage ditch related projects. 5. ID 15 -1052 Gary Cook regarding engineering projects and the community. 8. CONCLUDING ITEMS City of Denton Page 12 Printed on 1011.512015 City Council Meeting Agenda October 20, 2015 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 topics, above posted. 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 WORK SESSION ROOM/ COUNCIL CHAMBERS ARE 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 13 Printed on 1011.512015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -1030, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with City's Attorneys regarding legal issues associated with the disclosure of confidential information, including those raised by legal counsel for the Freedom of Information Foundation of Texas in a letter dated August 27, 2015, by City Council members, by members of City boards and commissions and by City employees, including but not limited to, Constitutional limitations and criminal penalties, 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 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -1039, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department CM/ ACM: Anita Burgess, City Attorney Date: October 20, 2015 SUBJECT Hold a discussion and give staff direction concerning legal issues raised by legal counsel for the Freedom of Information Foundation of Texas in a letter dated August 27, 2015, in connection with the release of confidential information by City Council members, by members of City boards and commissions and by City employees. BACKGROUND The Council will meet in closed session in advance of this work session item. Following the closed session, Council may hold a discussion concerning the Freedom of Information Foundation of Texas letter, dated August 27, 2015. EXHIBITS Letter from Freedom of Information Foundation of Texas Respectfully submitted: Anita Burgess City Attorney City of Denton Page 1 of 1 Printed on 10/15/2015 1111 BAGBY STREET. SUITE 2300 HOUSTON. TEXAS 77002 -2556 zvzvzv.sedgaicklaa . com 832.426.7000 phone 832.426.7009 fax sedegywicku.p Josepb R. Larsen 832.426.7020 josepb.larsen @sedgwicklaw. corn August 27, 2015 Via Email Hon. Mayor Chris Watts and Hon. Members of Denton City Council 215 E. McKinney St. Denton, TX 76201 Re: City of Denton Code of Ordinance § 2 -30, Improper Disclosure of Confidential Information ( "Denton Ordinance ") Dear Mayor Watts and Honorable City Council Members: I write you on behalf of the Freedom of Information Foundation of Texas with regard to the referenced Denton Ordinance. As written, the Denton Ordinance impermissibly restricts your own First Amendment rights and also those of the public and the press—specifically including Denton's residents. The Denton Ordinance criminalizes speech and, most egregiously, prohibits a person from disclosing "any information from a meeting closed to the public pursuant to the Texas Open Meetings Act." Further, the Denton Ordinance contradicts and creates confusion with the Public Information Act ( "PIA ") by criminalizing the release of "all information held by the city deemed confidential by law and clearly marked as confidential." For the reasons set out below, we believe the Denton Ordinance is bad public policy and that it was improper for the City to pass the Denton Ordinance in an attempt to control the speech of its elected officials. (1) First Amendment Rights of Denton's Elected Officials. It is well - settled that the Texas Open Meetings Act does not prohibit elected officials from publicly discussing matters deliberated in closed session. Tex. Att'y Gen. Op. No. JM -1071 (1989). Further, while a governmental body may place restrictions on the speech of its employees, it may not do so with regard to its elected officials. Garcetti v. Ceballos, 547 U.S. 410 (2006). Accordingly, subjecting elected officials to criminal penalties for disclosure of information solely on the basis that it was discussed in closed session improperly restricts the speech of Denton's elected officials and violates their First Amendment rights. (2) First Amendment Rights of the Public and Press. Preventing Denton's city officials from disclosing information on the sole basis that it was discussed in closed session also violates the First Amendment rights of Denton's citizens and the press. The public, including the media, has a First Amendment right to receive information from public officials who are willing to speak. Davis v. East Baton Rouge Parish Sch. Bd., 78 F.3d 920, 928 -29 (5th Cir. 1996); In re Express -News Corp., 695 F.2d 807, 808 (5th Cir. 1982) ( "The First Hon. Mayor Chris Watts and City of Denton Council Members August 27, 2015 Page 2 Amendment's broad shield for freedom of speech and of the press is not limited to the right to talk and to print. The value of these rights would be circumscribed were those who wish to disseminate information denied access to it, for freedom to speak is of little value if there is nothing to say. "); Dow .Tones & Co., Inc. v. Simon, 842 F.2d 603, 607 (2d Cir. 1988) (recognizing First Amendment right to receive information and ideas). The Denton Ordinance's broad prohibition against disclosing nearly all information discussed in closed session, without any clearly articulated compelling government interest in preventing Denton officials from doing so, violates the First Amendment rights of the public and the press to receive the information. (3) Contradiction and Usurpation of the Public Information Act. The City is without authority to define terms of a state statute, particularly where such definitions are inconsistent with case law, Attorney General opinions and the mandate of the PIA. The PIA and the Texas courts provide the mechanism for determining whether information is confidential. TEX. GOVT CODE § 552.001, et seq. Denton is without authority to, sua sponte, "deem" or "mark" information as "confidential" unless it is actually confidential under the PIA. See Industrial Found. v. Texas Indus. Accident Bd., 540 S.W.2d 668, 677 (Tex. 1976), cert. denied, 430 U.S. 931 (1977); Envoy Med. Sys. v. State, 108 S.W.3d 333, 337 (Tex. App.— Austin 2003, no pet.); Open Records Decision No. 594 at 3 (1991). Moreover, the PIA already prescribes the criminal penalties for improper disclosure of information deemed confidential under the PIA. TEx. GOVT CODE § 552.353. As a result, the Denton Ordinance creates confusion in that it appears to either be superfluous to the existing provisions of the PIA or, worse, attempts to grant Denton the inherent power to deem information as "confidential as a matter of law" without regard to the PIA and subject Denton officials and employees to criminal penalties based on that determination. Because the Denton Ordinance either contradicts or usurps the PIA, it cannot stand. Based on the reasons discussed above, as well as others, we believe the Denton Ordinance is unenforceable on constitutional and statutory grounds. Additionally, as long as the Denton Ordinance remains on the books, it is impermissibly chilling the speech of governmental officials and the citizens of Denton. We therefore request that you repeal it promptly. I would be happy to speak with you further on this matter, or to answer any questions. Thank you for your consideration of and attention to this matter. Best regards, Lawje l Joseph R. Larsen Sedgwick LLP On behalf of the Freedom of Information Foundation of Texas cc: FOIFT Board Members City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -958, Version: 1 Agenda Information Sheet DEPARTMENT: Police ACM: John Cabrales, Jr Date: October 20, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction regarding potential changes to Chapter 23, Article VI of the Code of Ordinances as it relates to a change in police initiated towing and review and provide recommendation for the draft of Chapter 23 Article V of the Code of Ordinances relating to non - consent towing. BACKGROUND In March 2015, Pat Smith, a local resident representing the citizen's group called Denton for Fair Towing, spoke to the Council regarding the financial burden created by fees assessed to citizens for non - consent towing. During his presentation Mr. Smith explained how non - consent towing fees are regulated by the state through legislation found in the Texas Towing and Booting Act located in Title 14, Chapter 2308 of the Texas Occupations Code and how Title 14, Chapter 2303 of the Texas Occupations Code regulates vehicle storage facilities. He further explained that the Texas Department of Licensing and Regulation (TDLR) is the state agency that regulates vehicle towing and storage of towed vehicles in Texas. After this brief introduction, Mr. Smith brought forward his group's concern that towing companies in Denton assess the state maximum fees allowed by TDLR to vehicle owners. Mr. Smith ultimately sought local regulation of fee maximums and a list of chargeable miscellaneous fees as well as a means to educate the affected public regarding their rights as consumers to protest the legality of the tow. On March 24, 2015, The Council was briefed by staff on both Texas Occupations Code Title 14 Chapters 2303, 2308 and the operations of TDLR as it relates to tow services and vehicle storage facilities. This presentation highlighted Texas Occupation Code 2308 section 202, which allows the governing body of a political subdivision to regulate allowable fees collected for non - consent tows. Section 203 requires a fee study be conducted prior to setting a local fee maximum and that the fee be a representation of the fair value of the service and reasonably tied to financial and accounting information. At this meeting a recommendation was made to form a task force to look into the issue of non - consent towing. In response to this recommendation, a Towing Task Force was formed that had varied representation comprised of towing company owners and their representatives, business owners who utilize non - consent towing services and their representatives and concerned citizens. This varied makeup allowed for a broad array of viewpoints on matters of concern to each of the parties. The first meeting of the Towing Task Force was held on July 7, 2015 and an Informal Staff Report was generated on the progress of the Towing Task Force on July 24, 2015. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -958, Version: 1 Subsequent meetings of the Towing Task Force were held where a draft ordinance was revised with necessary changes made at the direction of its members to create an amendable document governing non - consent towing. On September 10, 2015 the Towing Task Force conducted a final review of the draft ordinance on non - consent towing and the associated fee ordinance and approved of the content and changes made. The final draft of the non - consent towing ordinance will be added to Chapter 23 of the local Code of Ordinances as Article V and follows Article IV which governs police initiated towing. Article V addresses prohibitions for charges in excess of the fee established by ordinance and requirements for digital photography of vehicles prior to towing. It lists requirements for licensing of operators with a provision for revocation and denial. Additionally, the licensing process includes a background check similar to the requirement already in place in Chapter 23 Article IV Police Initiated Tows. It requires registration of all wreckers used for non - consent towing with a yearly safety inspection of wreckers used to perform non - consent tows. Vehicle storage facilities that store non - consent tows from Denton will be required to be within the City Limits or within the extraterritorial jurisdiction (ETJ) of the City. Towing rights information is also required to either be displayed at the pay window of towing companies or towing companies are required to provide a printed copy of the towing bill of rights with the receipt for payment of non - consent tows. RECOMMENDATION Review and approve Article V of the non - consent towing ordinance with an effective date of January 1, 2016. PRIOR ACTION/REVIEW (Council, Boards, Commissions) During the March 24, 2015 Work Session, Council was briefed on both Texas Occupations Code Title 14 Chapters 2303, 2308 and the operations of TDLR as it relates to tow services and vehicle storage facilities. EXHIBITS Exhibit 1 Towing Ordinance Respectfully submitted: Lee Howell Chief of Police Prepared by: David Mays Police Lieutenant City of Denton Page 2 of 2 Printed on 10/15/2015 sAlegal \our documents \ordinances\l5\nonconsent towing.docx ORDINANCE NO. EXHIBIT 1 AN ORDINANCE OF THE CITY OF DENTON AMENDING CHAPTER 23 "POLICE" OF THE CITY OF DENTON CODE OF ORDINANCES BY ADDING ARTICLE V. "NON - CONSENT TOWING;" PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton finds it in the best interest of citizens to adopt provisions governing non - consent towing; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 23 "Police" of the Code of Ordinances of the City of Denton is hereby amended by adding Article V. "Non- Consent Towing," to read as follows: ARTICLE V. NON - CONSENT TOWING DIVISION 1. GENERALLY Sec. 23 -110. Definitions. Consent tow means any tow of a motor vehicle initiated by the owner or operator of the vehicle or by a person who has possession, custody, or control of the vehicle. The term does not include the tow of a motor vehicle initiated by a peace officer investigating a traffic accident or a traffic incident that involves the vehicle. Departinent means the City of Denton Police Department. Driver's license has the meaning assigned by Section 521.001 of the Texas Transportation Code. Fully prepared fog^ transport means a vehicle that is attached to a tow truck, is lifted, with tow lights and safety chains attached, and, if required, is placed on a dolly in a raised position. Non - consent tow means any tow of a motor vehicle that is not a consent tow. Parking facility means public or private property used, wholly or partly, for restricted or paid vehicle parking. The term includes: (a) a restricted space on a portion of an otherwise unrestricted parking facility; and (b) a commercial parking lot, a parking garage, and a parking area serving or adjacent to a business, church, school, apartment complex, property governed by a property owners' association, or government -owned property leased to a private person, including: EXHIBIT 1 (1) a portion of the right -of -way of a public roadway that is leased by a governmental entity to the parking facility owner; and (2) the area between the facility's property line abutting a county or municipal public roadway and the center line of the roadway's drainage way or the curb of the roadway, whichever is farther from the facility's property line. Parking facility owner means: (a) an individual, corporation, partnership, limited partnership, limited liability company, association, trust, or other legal entity owning or operating a parking facility; (b) a property owners' association having control under a dedicatory instrument, as that term is defined in Section 202.001 of the Texas Property Code, over assigned or unassigned parking areas; or (c) a property owner having an exclusive right under a dedicatory instrument, as that term is defined in Section 202.001 of the Texas Property Code, to use a parking space. Private property tow means any tow of a vehicle authorized by a parking facility owner without the consent of the owner or operator of the vehicle. Property owners' association has the meaning assigned by Section 202.001 of the Texas Property Code. Public roadway means a public street, alley, road, right -of -way, or other public way, including paved and unpaved portions of the right -of -way. Restricted space means a parking space that is properly marked in a parking facility that is properly signed according to state law. Tow truck means any motor vehicle designed and used primarily for removing wrecked or disabled vehicles upon any street. Tow truck operator means an individual operating a tow truck. Tow truck operator's license means a license issued under this article. Towing company means individual, association, corporation, or other legal entity that controls, operates, or directs the operation of one or more tow trucks over a public roadway in this state, but does not include a political subdivision of the state. Vehicle means every device in, upon, or by which any person or property is or may be transported or drawn upon a street, except devices moved by human power or used exclusively upon stationary rails or tracks. 2 EXHIBIT 1 Vehicle storage facility means the site to which a permit holder tows and stores vehicles, which meets the requirements as required by the Texas Department of Transportation. Vehicle owner means a person: (a) named as the purchaser or transferee in the certificate of title issued for the vehicle under Chapter 501 of the Texas Transportation Code; (b) in whose name the vehicle is registered under Chapter 502 of the Texas Transportation Code, or a member of the person's immediate family; (c) who holds the vehicle through a lease agreement; (d) who is an unrecorded lienholder entitled to possess the vehicle under the terms of a chattel mortgage; or (e) who is a lienholder holding an affidavit of repossession and entitled to repossess the vehicle. Sec. 23 -111. Administration. (a) The police chief shall administer and enforce this article. (b) The police chief shall adopt rules for the administration and enforcement of this article. The rules must be reasonably designed to promote health and safety and ensure that: (1) Towing companies and tow truck drivers are able to perform their responsibilities under this article and carry adequate liability insurance; (2) The police chief is able to determine the correct identity and qualifications of individuals licensed under this article; and (3) Tow trucks are operated in a safe and efficient manner. Sec. 23 -112. Authority and duties of the department. The department shall implement and enforce this article. In addition to the powers and duties elsewhere prescribed in this article, the department is authorized to: (a) Conduct random periodic investigations of towing companies and vehicle storage facilities licensed by the city concerning their compliance with this article and state law. (b) Inspect tow trucks for compliance with vehicle and equipment safety standards established by this article. 3 EXHIBIT 1 (c) Conduct random inspections of tow truck records for compliance with state laws and public safety. Inspections should be performed in a reasonable manner so as to comply with the laws of the state. (d) Conduct random inspections of vehicle storage facility records for compliance with state law and public safety. Inspections should be performed in a reasonable manner so as to comply with the laws of the state. Sec. 23 -113. Compliance with state and local ordinances. (a) All towing companies, tow truck drivers, vehicle storage facilities, and property owners under this article shall comply with all applicable state laws, City of Denton ordinances, and rules issued by the State Department of Licensing and Regulation applicable to a tow truck, towing company, tow truck operator, or vehicle storage facility. article. (b) A person commits an offense if the person: (1) performs an act prohibited by this article; (2) fails to perform an act required by this article; or (3) violates a rule adopted under this article. (c) A violation of this article is a Class C misdemeanor. (d) Proof of a mental state is not required for the prosecution of a violation of this (e) An exception to an offense under this article may be used as an affirmative defense. Sec. 23 -114. Governmental entities excluded. This article does not apply to towing that is performed by a governmental entity. Sec. 23 -115. Exemptions. Except as specifically noted, this article does not apply to: (a) a person towing a vehicle with the express consent of the vehicle owner; (b) a person towing a vehicle from public streets and ways or private property under the direction of the department; or (c) a person who engages in towing a vehicle in connection with a bona fide repossession of same when written authorization has been received from the lienholder. M EXHIBIT 1 Sec. 23 -116. Fees. The city council shall establish a fee required or authorized under this article by separate ordinance. Sec. 23 -117. Prohibited charges for non - consent tows. article: A person may not charge or attempt to charge a fee related to a non - consent tow under this (a) in excess of the fee established by ordinance; (b) for a service not performed or equipment not used; (c) that is not authorized by ordinance; or (d) if individual parking spaces in the parking facility are not designated by visible markings. Sec. 23 -118. Photograph required. A towing company that tows a vehicle is required to maintain a digital photo of the entire vehicle being towed before the vehicle is towed from the parking facility. The towing company must maintain photos of towed vehicles for a period of not less than 60 days from the date the vehicle is towed. Secs. 23 -119 — 23 -129. Reserved. DIVISION 2. OPERATOR'S LICENSE FOR NON - CONSENT TOWS Sec. 23 -130. License required for non - consent tows. (a) Except as provided by section 23 -131 "Operation while first application pending," a person may not perform non - consent tows in the city without a tow truck operator's license issued under this article. (b) A tow truck operator licensed under this article must wear the tow truck operator's license while performing a non - consent tow. Sec. 23 -131. Operation while first application pending. (a) An applicant whose first application for a tow truck operator's license under this article is pending may: (1) perform non - consent tows in the city if the applicant has a valid tow truck operator's license issued by another city; or (2) accompany and assist a tow truck operator licensed under this article. E EXHIBIT 1 (b) A person whose application is denied may not continue to perform non - consent tows or provide assistance under this article. Sec. 23 -132. Application for license. (a) An applicant for a tow truck operator's license must file an application with the department on a form prescribed by the police chief and signed by the applicant and sponsoring towing company. (b) An application must include all information required by rule adopted under this article. (c) An applicant must submit the prescribed fee with the application. The fee is non- refundable. (d) An applicant must meet the qualifications of Sec. 23 -88 for apolice- initiated towing permit to qualify for a tow truck operator's license under this Article. Sec. 23 -133. License term and renewal. (a) Unless revoked or suspended, a tow truck operator's license expires two years after the date of issuance. (b) To obtain a renewal license, a license holder must complete a new application and pay the prescribed non - refundable fee. Sec. 23 -134. Duplicate license. A license holder may obtain a duplicate tow truck operator's license to replace a lost or destroyed license. The license holder must pay the required fee. Sec. 23 -135. Change in application information or employment status. A license holder shall notify the department not later than the 30th day after a material change in the license holder's application information or a change in the license holder's employment by a particular towing company ends. Sec. 23 -136. Application after revocation or denial. A person whose tow truck operator's license is revoked, or whose application for a license is denied, may not reapply for a license for at least six months after the date of revocation or denial. 0 EXHIBIT 1 Secs. 23 -137 — 23 -140. Reserved. DIVISION 3. TOW TRUCK REGULATIONS Sec. 23 -141. Registration Required. (a) Any tow truck that is used to perform any non - consent tow, or any part thereof, shall be registered as a tow truck under this article and applicable provisions of state law, including, without limitation, Chapter 2308 of the Texas Occupations Code. (b) Except as provided by subsection (c) of this section, a person may not operate or permit another person to operate a tow truck on a public roadway in the city unless the person obtains a registration certificate for the tow truck under this article. (c) Any tow truck that is used to perform any non - consent tow on private property in the city must be registered with the department, regardless of whether the owner of the tow truck has a place of business in the city. Sec. 23 -142. Application for registration certificate. (a) An applicant for a tow truck registration must: (1) file an application with the department on a form prescribed by the police chief, (2) submit the required, non - refundable fee; (3) provide verification that the tow truck is equipped to tow light -duty or heavy -duty motor vehicles according to the manufacturer's guidelines; and (4) provide proof of insurance that meets the requirements of Sec. 86 -400 of Title 16 of the Texas Administrative Code. (b) Upon application, the department will inspect the tow truck to determine compliance with the requirements of this article. If the tow truck is found in compliance, the department shall issue proof of registration to the applicant. The proof of registration shall be attached to the tow truck for which it is issued, at the place on the tow truck designated by the police chief. It shall be unlawful for any person to drive or operate a tow truck without the proof of registration being attached. (c) Requirements for registration: (1) Each tow truck operator must meet the signage, safety equipment, safety clothing, and identification requirements of § §86.701, 86.1000, and 86.1001 of Title 16 of the Texas Administrative Code. (2) Each tow truck shall meet the following minimum requirements: 7 EXHIBIT 1 Except for heavy -duty tow trucks, the tow truck's chassis cab shall be rated at no less than one ton by the manufacturer and will be equipped by the manufacturer with dual wheels and tires at each end of the rear axle; b. At all times the tow truck must carry tow lights with appropriate cable (unless wireless) and cushions to protect a vehicle's finish; and At all times the tow truck must be equipped with safety (mud) flaps with the bottom edge of the safety flap no more than eight inches from the surface of a public roadway. Sec. 23 -143. Registration certificate term and reapplication. (a) A tow truck registration certificate remains in effect for one year from the date of issuance, unless it is revoked. (b) The registration for each tow truck that is used to perform non - consent tows subject to this article shall be renewed annually by payment of the fee stated for this provision on the City fee schedule to the department, which shall verify that the tow truck is still in compliance with this article. (c) If a registration certificate is revoked, an applicant requesting re- registration must file a new application and pay the none - refundable fee. The tow truck must pass a new inspection by the department. Sec. 23 -144. State licensing of tow truck drivers. Tow trucks shall be operated by persons who hold the type of state driver's license that is required for their tow truck, as applicable. Sec. 23 -145. Equipment and markings required. (a) A towing company shall maintain a tow truck and its required equipment in a safe, operating condition at all times that the tow truck is operating on a public roadway. (b) Tow trucks operating in the city shall display the markings required by law, and by the rules adopted under this article. (c) A peace officer may stop and inspect a tow truck to determine whether the tow truck is equipped as required by this article, and whether the equipment is in working order. EXHIBIT 1 Secs. 23 -146 — 23 -150. Reserved. DIVISION 4. TOWING SERVICE REGULATIONS Sec. 23 -151. Notification of vehicle removal. (a) A towing company that removes a vehicle in accordance with Chapter 684 of the Texas Transportation Code or in executing a repossession shall notify the department not later than one hour after the removal from the property or the parking facility. (b) The notification must include: (1) the name of the towing company; (2) the date, time, and location of the removal; (3) the physical description, license plate number, and vehicle identification number of the vehicle removed; (4) the name of the tow truck operator who performed the removal; and (5) the location of the vehicle storage facility where the vehicle is being stored. Sec. 23 -152. Towing restricted. (a) Except as provided in subsection (b) of this section, a towing company that intends to remove a vehicle from a parking facility in accordance with Chapter 684 of the Texas Transportation Code may not tow a vehicle when the vehicle owner objects to the tow, tenders the payment of a fee authorized in the towing fee schedule established by the city council and maintained on file in the office of the city secretary, and removes the vehicle within 10 minutes. However, if a vehicle is not removed within 10 minutes and is in the process of being prepared for transport but not fully prepared for transport, a drop fee will apply. (b) If a towing company is authorized to remove a vehicle from a parking facility, it may remove the vehicle earlier than 10 minutes even if the owner objects to the tow if the vehicle: (1) is in or obstructs a vehicular traffic aisle, entry, or exit of the parking facility; (2) prevents a vehicle from exiting a parking space in the parking facility; or (3) is in or obstructs a properly marked fire lane. (c) It is a violation of this article for a towing company performing a non - consent tow to remove a vehicle from a parking space if the vehicle is not fully prepared for transport. 0 EXHIBIT 1 Sec. 23 -153. Service rates. The rates hereinafter described are to be utilized by towing companies for non - consent tows originating within the corporate limits of the city pursuant to this article. This section does not apply to a repossession. A towing company may not charge more than one fee under this article for towing a single vehicle. Sec. 23 -154. Towing fee schedule; payment. (a) The towing fee schedule is established by city council and maintained on file in the office of the city secretary. (b) No towing fees may be charged other than those fees listed in this article, including charges for dollies, special equipment, or mileage. (c) Weight, for purposes of this article, shall be determined by the gross weight recorded on the vehicle registration. (d) If the owner or operator of a vehicle which is parked in violation of this Code or state law arrives before the vehicle is hooked up, the tow truck operator shall release the vehicle for free. (e) A towing company may charge a fully prepared for transport fee when a vehicle has been fully prepared for transport but has not been removed from the property. (f) A towing company may charge the standard non - consent fee when it removes a vehicle from the property. (g) For payment of any fee under this article, a towing company or vehicle storage facility shall accept payment by cash, electronic check, debit card, or credit card for any charge associated with delivery or storage of a vehicle. However, payment by credit or debit card may be refused if the named cardholder is not present. (h) Release of a vehicle may not be denied based on the inability of the towing company or vehicle storage facility to accept payment by electronic check, debit card, or credit card of any charge associated with delivery or storage of a vehicle, unless the inability to accept such payment is due to factors outside the control of the towing company or vehicle storage facility, such as a power outage or machine malfunction. In such case, payment due shall be frozen until a 12 -hour period of time has elapsed. (i) In no way is this section to be construed to mean that a towing company or vehicle storage facility may not charge less than the fees stated in the towing fee schedule. The fees in the towing fee schedule are the maximum that can be charged for any towing or drop fee of a vehicle in accordance with this article. 0) A towing company or vehicle storage facility must provide a copy of the City of Denton Towing Customer Bill of Rights with each receipt for any non - consent tow performed within the city limits of Denton. This obligation may be satisfied by conspicuously posting a copy 10 EXHIBIT 1 of the City of Denton Towing Customer Bill of Rights at the towing company or vehicle storage facility pay window. Sec. 23 -155. Tow fee study. (a) Three or more towing companies performing, either alone or together, fifty percent (50 %) or more of the non - consent tows during the preceding calendar year may request a tow fee study. Said request must be made in writing to the police chief. The request must identify the specific fees requested to be reviewed and indicate the requestor's willingness to provide any necessary financial documentation that the city may deem necessary to conduct the review. (b) A non - refundable fee of five thousand dollars ($5,000.00) in the form of a cashier's check payable to the city must be forwarded to the police chief before the study will be undertaken. This fee is intended to defray the cost of the study. (c) The tow fee study shall be performed at the direction of the police chief. The methodology used to conduct the study will be established by the finance department of the city. The finance department shall determine what financial information is necessary to conduct the study, to include, but not limited to financial information requested from non - consent towing companies in the city. Any and all towing companies joining in the request for a tow fee study must provide all requested financial information. Such information shall be kept confidential to the extent allowed by law. (d) The tow fee study shall be completed within 120 days of the date the deposit is paid and all requested financial information is received, whichever is later. (e) The findings of the tow fee study shall be presented to the city council. Based upon the results of the tow fee study, the city council may change the non - consent towing fees. The maximum fees must represent the fair market value of the services of a towing company performing non - consent tows in the city. (f) The city is not required to conduct more than one tow fee study within a two -year time period, measured from the date the city council most recently considered a tow fee study. (g) Nothing in this section shall preclude the city from undertaking a tow fee study at its own discretion at any time. A consumer price index analysis to adjust towing fees shall be conducted annually, with any adjustment in fees taking effect January 1 of the following year. A new fee ordinance will be adopted in the event of any adjustment in fees. Sec. 23 -156. Vehicle storage facility required. A towing company shall own or have a contract to use a designated vehicle storage facility to store a vehicle removed in a non - consent tow that is: (a) licensed by the State of Texas; and (b) located within the city or the city's extraterritorial jurisdiction. 11 EXHIBIT 1 Sec. 23 -157. Removal to a designated facility. (a) Except as provided in subjection (b) of this section, a towing company that performs a non - consent tow of a vehicle from private property: (1) shall immediately tow the vehicle to the towing company's designated vehicle storage facility; and (2) may not unload the towed vehicle at a place other than the towing company's designated vehicle storage facility. (b) A towing company that performs a non - consent tow of a vehicle from private property may unload a vehicle at a place other than its vehicle storage facility only: (1) if safety reasons or mechanical breakdown require the transfer of the vehicle to another tow truck; or (2) to transfer the vehicle to another tow truck, within 100 feet of the private property, if the original tow truck is the company's only available tow truck that is capable of entering the property and removing a vehicle, and the original tow truck is needed immediately for police- initiated towing. Sec. 23 -158. Release of vehicle from storage; impoundment. (a) A vehicle storage facility may not refuse to release a vehicle in its possession to the vehicle owner, or the owner's agent, after the person pays the applicable fees, unless a law enforcement agency directed that vehicle not be released, or release of the vehicle is prohibited by a court order. (b) A person may not remove or attempt to remove a vehicle that is lawfully stored by a vehicle storage facility unless the applicable charges are paid and accepted, or the person removing the vehicle has obtained permission from the vehicle storage facility. Secs. 23 -159 — 23 -170. Reserved. DIVISION 5. ENFORCEMENT Sec. 23 -171. Denial, suspension, and revocation of license. The police chief may deny a person's application for a tow truck operator's license and suspend or revoke a tow truck operator's license issued under this article, as prescribed in the rules adopted by the police chief. 12 EXHIBIT 1 Sec. 23 -172. Revocation of tow truck registration certificate. The police chief may revoke the registration certificate for a tow truck that fails to meet the requirements of state law regarding non - consent tows or for violations of state law that affect the public safety, this article, or rules adopted under this article. Sec. 23 -173. Notice required. (a) Before taking adverse action under this article, the police chief shall notify the applicant or holder of the intended action, except that advance notice is not required in actions related to: (1) safety hazards; (2) absence of state motor carrier registration; or (3) absence of ownership or contract with licensed vehicle storage facility. (b) The police chief shall send the notice by certified mail, return receipt requested to the mailing address listed on the person's application, certificate, or license, as applicable. (c) The notice is presumed to have been received on the 10th working day after mailing, unless an earlier date is indicated on the return receipt. (d) Except for actions that are authorized to take effect without advance notice, denial, suspension, revocation, or removal is effective on the 20th day after the notice is mailed. (e) If the police chief takes action without advance notice, the police chief shall send a notice that includes the factual basis for the action to the person or towing company affected by the action. Sec. 23 -174. Hearing. (a) The person to whom a notice of denial, suspension, revocation, or removal is sent may request a hearing. (b) The request must be in writing and received by the police chief not later than the 15th day after the notice was sent. If the person fails to submit to the police chief a request for hearing not later than the 15th day after the notice is sent, the denial, suspension, revocation, or removal becomes final on the expiration of the time specified in the notice. (c) The police chief shall hold an informal hearing not later than the 15th day after the request for a hearing is received. At the hearing, the formal rules of evidence do not apply. The police chief shall decide the appeal on the basis of the preponderance of the evidence presented. (d) The police chief shall make a determination on the hearing not later than the 10th day after the hearing. The police chief may affirm, reverse, or modify the previous determination. 13 EXHIBIT 1 Sec. 23 -175. Appeal. (a) A person may appeal the police chief's decision in writing to the city manager not later than the loth day after the effective date of the decision. This person must include a statement of the grounds for the appeal. (b) The notice of appeal does not stay the police chief's decision. (c) The city manager shall schedule a public hearing not later than the 15th day after receipt of the notice of appeal. The city manager shall give notice of the time and place set for the hearing to the police chief and the appellant not less than five days before the hearing. Sec. 23 -176. Appeal procedure. (a) At an appeal hearing under section 23 -175, the police chief and the appellant may present evidence, testimony, and argument. (b) The city manager's decision is final. SECTION 2. This ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such prior ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 3. Any person violating any provision of this ordinance, shall upon conviction, be fined a sum not exceeding $500.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. If any provision of this ordinance or application thereof to any person or circumstance is held invalid by any court, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares that it would have enacted the remaining portions despite any such validity. SECTION 5. Save and except as amended hereby, all the sections, subsections, and clauses of Chapter 23 "Police" of the Code of Ordinances of the City of Denton, Texas shall remain in full force and effect. SECTION 6. This ordinance providing for a penalty shall become effective 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, the official newspaper of the City of Denton, Texas, within 10 days of the date of its passage. 14 PASSED AND APPROVED this the day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 15 CHRIS WATTS, MAYOR EXHIBIT 1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -1002, Version: 1 Agenda Information Sheet DEPARTMENT: Police ACM: John Cabrales, Jr Date: October 20, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction regarding creation of a fee ordinance governing permissible maximum fees associated with non - consent towing and the regulatory fees charged to tow companies by the City. BACKGROUND In March 2015, Pat Smith, a local resident representing the citizen's group, Denton for Fair Towing, spoke to the Council regarding the financial burden created by fees assessed to citizens for non - consent towing. On March 24, 2015, The Council was briefed by staff on both Texas Occupations Code Title 14 Chapters 2303, 2308 and the operations of Texas Department of Licensing and Regulation (TDLR) as it relates to tow services and vehicle storage facilities. This presentation highlighted Texas Occupation Code 2308 section 202, which allows the governing body of a political subdivision to regulate allowable fees collected for non - consent tows. Section 203 requires a fee study be conducted prior to setting a local fee maximum and that the fee be a representation of the fair value of the service and reasonably tied to financial and accounting information. At this meeting a recommendation was made to form a task force to look into the issue of non - consent towing. In response to this recommendation, a Towing Task Force was formed to help create a draft ordinance governing non - consent towing. On September 10, 2015 the Towing Task Force conducted a final review of the draft ordinance on non - consent towing and the associated fee ordinance and approved of the content and changes made. The fee ordinance governs the maximum fees towing companies are allowed to charge citizens for non - consent tows in Denton. The maximum tow rate in this fee ordinance is based on information provided to The City of Denton by TDLR and is based on research conducted by Morningside Research and Consulting for TDLR in a document titled "Study of Private Property Towing Fees - Rates for Private Property Towing in Texas with Justification ". Other rates chargeable by towing companies found in this fee ordinance are based on TDLR requirements. Rates charged for services performed by the City are intended to cover some of the administrative costs associated with the licensing and permitting of companies, tow trucks and operators. RECOMMENDATION City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -1002, Version: 1 Adopt the fees listed in the fee ordinance with a beginning date of January 1, 2016 and require a Consumer Price Index (CPI) adjustment of the maximum chargeable rate annually. PRIOR ACTION/REVIEW (Council, Boards, Commissions) During the March 24, 2015 Work Session, Council was briefed on both Texas Occupations Code Title 14 Chapters 2303, 2308 and the operations of TDLR as it relates to tow services and vehicle storage facilities. FISCAL INFORMATION Due to the low fees there is not an expectation of significant revenue from this proposed ordinance. EXHIBITS Exhibit 1 Towing Fee Ordinance Respectfully submitted: Lee Howell Chief of Police Prepared by: David Mays Police Lieutenant City of Denton Page 2 of 2 Printed on 10/15/2015 Exhibit 1 s: uegaLourdocuments\ordinances\l5 \towing fees.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, ESTABLISHING FEES FOR NON - CONSENT TOWING WITHIN THE CITY OF DENTON PURSUANT TO CHAPTER 23, ARTICLE V OF THE CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS, TITLED NON - CONSENT TOWING; PROVIDING THAT A SCHEDULE OF FEES SHALL BE MAINTAINED ON FILE IN THE OFFICE OF THE CITY SECRETARY; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Manager, in consultation with the Police Department, recommended an ordinance regulating non - consent towing within the City of Denton; and WHEREAS, the adoption of the non - consent towing ordinance also necessitates the adoption of a towing fee ordinance; and WHEREAS, the City Council deems it in the public interest to establish the allowable towing fees as set them forth in this ordinance; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following fares are hereby established by this ordinance to be charged pursuant to the specified provisions of Chapter 23, Article V of the Code of Ordinances: MAXIMUM TOWING FEES ALLOWED $ 20.00 TOW TRUCK OPERATOR'S LICENSE $ 10.00 DUPLICATE LICENSE FOR LOST OR DESTROYED TOW TRUCK OPERATOR'S LICENSE $ 25.00 TOW TRUCK REGISTRATION $145.00 LIGHT DUTY TOW $ 72.00 LIGHT DUTY TOW DROP FEE $166.00 MEDIUM DUTY TOW $ 83.00 MEDIUM DUTY TOW DROP FEE $512.00 HEAVY DUTY TOW $256.00 HEAVY DUTY TOW DROP FEE Exhibit I S:TZ 1 \Our Doc nts \Ordinances \l5\mwiuefres.do - $ 20.00 DAILY STORAGE FEE PER DAY OR PART OF DAY FOR MOTOR VEHICLES 25 FEET LONG OR LESS $ 35.00 DAILY STORAGE FEE PER DAY OR PART OF DAY FOR MOTOR VEHICLES LONGER THAN 25 FEET $ 50.00 CERTIFIED MAIL FEE $ 20.00 IMPOUNDMENT FEE SECTION 2. That the above - mentioned fares as established by the City Council shall be placed on file in the office of the City Secretary and made available to any member of the public who wishes to see a copy of the fares as established by this ordinance. The City Secretary is directed to maintain this Towing Fee schedule on file in the City Secretary's office as adopted hereby or as in the future may be established by the City Council. SECTION 3. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 4. That if any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such validity. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR Page 2 Exhibit I S:T-1 \0ur D—cnts \0rdinances \15\mwiue fres.docx ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -989, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Solid Waste & Recycling ACM: Jon Fortune Date: October 20, 2015 SUBJECT Receive a report, hold a discussion, and provide staff direction regarding the City of Denton Solid Waste & Recycling Department proceeding with a proposed multi -year landfill mining capital project. BACKGROUND The Solid Waste & Recycling Department staff has researched landfill mining techniques and projects to determine the feasibility of mining the initial, Pre - Subtitle D section of the landfill which does not have a composite bottom liner meeting current regulatory requirements. Landfill mining is not a new approach, but it is not often performed. There are a minimal number of landfill mining operations that have been conducted within the United States. Globally there have been more landfill mining projects performed in Europe, mainly in Austria and Germany. The landfill area proposed for the initial mining project is the disposal area where waste was buried from 1985 to 2000. This is the area generally east of the existing landfill disposal area, consisting of 32 acres, which was permitted under previous state rules. The federal Resource Conservation and Recovery Act (RCRA), which focuses on the management of non - hazardous municipal solid waste and non - hazardous industrial waste, was amended in the early 1990s to strengthened landfill design and operation requirements to provide improved protection of the environment and public health. It required all landfills to have a composite bottom liner which included both clay and High Density Polyethylene (HDPE) geo- membrane components. The primary purpose of this improved landfill liner system was to isolate the landfill's contents from the environment and, therefore, to protect the soil and ground water from pollution originating within the landfill. Denton's proposed initial mining area received waste prior to this RCRA regulatory requirement and does not have the HDPE liner. The basis for considering landfill mining of this less protective lined area are: • the elimination of a potential contamination source and its long -term environmental liability, • the excavation of the site for reutilization of landfill disposal space, • the recovery of the recyclable materials and products from the site, • the savings of cell development costs, • the availability of additional cubic yardage for disposal with no additional closure and post- closure expenditure requirement, • the reduced long -term post- closure monitoring costs City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -989, Version: 1 Core samples of waste were initially taken of this landfill area in 2010, and a materials characterization was developed to determine the economic viability of mining this site. Materials that are recoverable and marketable include soils, concrete (for aggregate sales), metals, plastics, natural timber, processed lumber, and fiber materials. The initial results indicated that the mining project was feasible. The cost of mining and reusing this space is slightly less than developing a new area. Since the previous landfill mining projects in Texas were primarily waste relocation projects and not reclamation projects, our staff and our engineering consultant met with the Texas Commission on Environmental Quality (TCEQ) to discuss our proposed project. The TCEQ staff was supportive of our project concept as it would set an example for future landfill mining projects in the future. Additional testing and waste characterization was conducted to meet the state's requirements and a permit modification application package was developed to secure authorization for the project. Staffing has been approved in the FY 2015 -16 Operating Budget. Funding for equipment and the mining of the initial phase is in the Solid Waste Fund's current and future Capital budgets. Equipment purchases have begun and the mining is expected to start in the summer of 2016. OPTIONS The City Council has previously recommended the Solid Waste & Recycling Department move forward with the landfill mining project. ESTIMATED SCHEDULE OF PROJECT Project is scheduled to begin in the summer of 2016 and will be completed in the next several years. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Staff has provided project information with the Public Utilities Board during budget and Capital project discussions. FISCAL INFORMATION Project costs are provided through the Department's operational and Capital budgets. EXHIBITS 1. Landfill Mining Presentation Respectfully submitted: V. Kemler General Manager, Solid Waste & Recycling Services Prepared by: S. 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CL c E 0 (0 o cl`" 4-0 M 0 WMMM m m 0) E 0 CL *AO 0 CL 4-0 CL Wes' \ © \� \� / m /� \� r.z -.4 \� it » N 01% y \ Wes' \ © \� \� / m /� \� r.z -.4 \� it Ms Mw 0 0 0 0 0 • Ln I%* M r14 V--i (14210PA Aq) OgUBIU03JOd uoit!sodwo:) meo;OJAIS MWE slejew 7= = a-wm 34seld juasaid OgelUO3JOd © � � , /��) � � }�X14 � \ . .\ � -AM juasaid OgelUO3JOd i CY) Cv C) C) aD aD C� CJ I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -932, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: October 27, 2015 SUBJECT Receive a report and hold a discussion regarding various types of municipal debt, procedures for debt issuance, refundings and associated matters. BACKGROUND The City's Audit/Finance Committee at their meeting of July 29, 2015 requested a work session briefing for the full City Council on the issuance of municipal debt. David Medanich and Laura Alexander, of the City's financial advisor First Southwest Company will make the presentation. The topics to be covered include: • Debt instruments • Bond Rating Overview Sources of Financing • Bond Issuance Process City of Denton Debt Overview • Municipal Bond Interest Rate Overview This work session item is for information purposes only. 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O � @ � U V � � N N N C '�- (9 �, �- � N �� U 'Q E �� m � N @ � Q �. � � � � s � � �w. a � m .�r`°. Q�a � a�° oa � N U @ � � � N � ` c a � � � s �' m a� s � � o � �aNic�° ��@���__ � V � � y �a ��a� ��,.� y �ia y � y � � � E � c c � o � c� O "@- @ � -C C ::: � <A U C N Q � � '� a c Q, � c _ U N h � � a�i °is .aca c� m m� � ��°a �4�� c� �u �, �: a c�. �u � ua C1 "r .. �: � CJ � -Cy �. �� � tfA �"j � � � � � tlA �': � pY ui. `_' r� w. :c: y�.� uLY LSY �'�� a � C.) �C � N � � ��I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ���'u'� I�ui�im�lll��l� www.cityofdenton.com ������������ File #: ID 15-1055, Version: 1 DEPARTMENT: Finance ACM: Date: Bryan Langley October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Receive a report, hold a discussion and give staff direction on options related to the possible sale of debt for Denton Municipal Electric power generation facilities. BACKGROUND The purpose of this wark session item will be to discuss the debt issuance options available to the City for the proposed financing of power generation facilities for Denton Municipal Electric. The proposed issuance would fund approximately $220 million in costs for the facility. A presentation regarding this wark session item will be provided under separate cover in advance of the meeting. Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of Denton Page 1 of 1 Printed on 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw Generatlon Fac111t Debt O tlons Y October 20 2015 � � � � � : , , _ Pledge of City utility system revenues ,� Can capitalize interest during construction and one yea r after com pletion � H ig her i nterest rates tha n with property tax pledge � No notice or election requ i red prior to sa le - No ability for City to call a binding election under state law 2 • • • ertl 1Cates o 1 atlori � Pledge of property taxes and City utility system revenues � Can capitalize interest during construction and one year after completion � Lower interest rates than revenue bonds due to property tax pledge (difference to street maintenance fund) - Requires publication of a notice of intent to issue CO's with the first publication at least 31 days prior to the sale - CO's subject to referendum by a petition signed by 5% or more of registered voters -` No ability for City to call a binding election under state law unless receive petition 3 � � � , , � I , � , , � -� Pledge of property taxes (can administratively pay debt service from utility revenues) -_ r� i i i i r -� Lower interest rates than revenue bonds due to property tax pledge (difference to street maintenance fund) -� Requires election on uniform election date (November or May) with simple majority of voters to approve bond sale � • ues lo�s. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ���'u'� I�ui�im�lll��l� www.cityofdenton.com ������������ File #: ID 15-1029, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located along both the east and west sides of Bernard St. between Eagle Drive to the north and Collins Street to the south, in the City of Denton, Texas, if deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under 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. [Eagle Substation] [ID 15-985] City of Denton Page 1 of 1 Printed on 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -911, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the Daniel Lambert Survey, Abstract Number 784, located generally at the northeast corner of Mayhill Road and Colorado Boulevard, City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. ( Mayhill Road Widening and Improvements project - Parcel M231 -Ray Hallford, Trustee) City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -1024, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071 Receive information, from staff, discuss, deliberate, and provide staff with direction regarding the potential lease of real property interests generally located in the 200 block of W. Hickory Street and the 100 block of S. Locust Street in the City of Denton, Denton County, Texas where deliberation in an open meeting would have a detrimental effect on the position of the Denton City Council in negotiations with a third person. Consultation with the City's attorneys regarding legal issues associated with the lease of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under 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. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -1027, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for Project Cartoon. This discussion shall include commercial and financial information the City Council has received from Project Cartoon, a business prospect, 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; deliberate the offer of a financial or other incentive to Project Cartoon. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -939, Version: 1 Agenda Information Sheet SUBJECT Support Our Troops City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -1045, Version: 1 Agenda Information Sheet SUBJECT Fire Prevention Month City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 15 -907, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Naomi Wood regarding paid parental leave for City of Denton employees: going beyond FMLA. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -931, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Dawn Carlin regarding necessary improvements on McKinney between Loop 288 and Ryan High School. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -936, Version: 1 Legislation Text Agenda Information Sheet SUBJECT John Goodman regarding Quakertown Park. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -934, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($57,850,000), Solid Waste ($9,280,000), and General Government ($27,980,000) with Tax Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount equal to $95,110,000; and providing an effective date. The Public Utilities Board considered the utility fund expenditures of this resolution and recommends approval (7 -0). BACKGROUND The purpose of this item is to allow staff to begin these projects prior to the debt sale. Initially, funding for the expenditures will be provided with existing bond proceeds or unreserved fund balance. Once the debt is sold, these expenditures will be reimbursed from the debt proceeds. The debt sale is anticipated to be in early summer of 2016. The FY 2015 -16 Capital Improvement Program (CIP) Budget includes capital projects for Electric, Solid Waste, and General Government. Denton Municipal Electric is proposing to utilize $57,850,000 to fund ongoing capital expansion of the distribution and transmission facilities approved as part of the FY 2015 -16 CIP Budget. This amount represents only a portion of the total CIP Budget for FY 2014 -15, including revenue funded projects, of $105,324,000. A complete list of the projects planned for FY 2015 -16, some of which will be funded by COs, is included with the attached ordinance. Solid Waste is proposing to utilize $9,280,000 to fund ongoing capital expenditures for refuse and recycling collection operations approved as part of the FY 2015 -16 CIP Budget. This amount represents only a portion of the $14,700,000 in new Certificates of Obligations planned for issuance in FY 2015 -16. The total CIP Budget for FY 2015 -16, including revenue funded projects, is $15,653,000. A complete list of the projects planned for FY 2015 -16, some of which will be funded by COs, is included with the attached ordinance. General Government is proposing to utilize $13,625,000 of Certificates of Obligation to fund vehicle /equipment replacements, improvements to North Texas Boulevard, replacement of facility HVAC, roofs and floorings, improvement to the Exposition parking lot, and matching funds for road improvements to Bonnie Brae and Mayhill. In addition, General Government is proposing to utilize $14,355,000 of General City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -934, Version: 1 Obligation Bonds to fund the second year of projects from the 2014 Bond Election ($9,955,000) and the fourth year of projects from the 2012 Bond Election ($4,400,000). Attachment 1 reflects the current issuance timeline for projects related to the 2014 Bond Election. A complete list of the projects planned for FY 2015 -16, some of which will be funded by COs /GOs, is included with the attached ordinance. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 12, 2015, the Public Utility Board unanimously approved that a reimbursement ordinance for Denton Municipal Electric and Solid Waste be forwarded to the City Council for consideration. FISCAL INFORMATION This ordinance will allow the Certificates of Obligation to reimburse the respective funds totaling $95,110,000. These capital projects were included in the FY 2015 -16 Adopted CIP Budget. EXHIBITS 1. Issuance Timeline for General Obligation Bonds 2. FY 2015 -16 Capital Budget 3. Ordinance 4. PUB Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 2 of 2 Printed on 10/15/2015 _ el 00 in 4A An in rn 16 rv� C4 cn ca E 72 0 00 In 00 cc W E Exhibit 2 The Capital Improvement Program (CIP) represents the City's plan for infrastructure and equipment funding. The CIP is reviewed each year to reflect changing priorities, as well as to assess the impact of capital projects on operating budgets and for project scheduling and coordination. The CIP adopted budget appropriates all available programmed funds, planned funding from other sources, and planned issuances of new General Obligation Bonds (GOs) and Certificates of Obligation (COs). Available programmed funds include unspent bond proceeds, internal revenue transfers and outside contributions. Internal revenue transfers and outside contributions comprise the bulk of planned other funding. Provided below is a summary of the total FY 2015 -16 CIP adopted budget. Further CIP detail for planned issuances is provided in the following pages for each division. TOTAL PLANNED PROGRAMMED OTHER CO GO TOTAL DIVISION AVAILABLE) FUNDING ISSUANCES2 ISSUANCES3 PROPOSED General Government $ 148,084 $ 4,530 $ 13,625 $ 14,355 $ 180,594 Electric 45,307 2,167 57,850 - 105,324 Water 28,050 10,618 15,500 - 54,168 Wastewater 21,390 7,054 5,500 - 33,944 Solid Waste 15,912 967 14,700 - 31,579 TOTAL $ 258,743 $ 25,336 $ 107,175 $ 14,355 $ 405,609 Dollars in Thousands 1Expected balance as of October 1, 2015 including approximately $74 million in unspent Regional Toll Revenue (RTR) funds received for the Mayhill Road and Bonnie Brae Street expansion projects (total received was approximately $91 million). 2Certificates of Obligation (COs) sold for the Electric, Water, Wastewater, Solid Waste and Airport are self- supporting from revenues associated with these operations. Utililty System Revenue Bonds were previously sold for the Electric, Water and Wastewater utilities, but Certificates of Obligation (COs) are now utilized due to the substantial cost savings associated with this financing method. 3Represents the fourth debt sale associated with the $20.4 million bond program approved by voters in November 2012 and includes $9.955 million associated with the second year of a six year bond program approved by voters in November 2014. Exhibit 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS TO DECLARE THE INTENT TO REIMBURSE CAPITAL PROGRAM EXPENDITURES OF THE ELECTRIC UTILITY ($57,850,000), SOLID WASTE ($9,280,000), AND GENERAL GOVERNMENT ($27,980,000) WITH TAX-PREFERRED OBLIGATIONS (CERTIFICATES OF OBLIGATION AND GENERAL OBLIGATION BONDS) WITH AN AGGREGATE MAXIMUM PRINCIPAL AMOUNT EQUAL TO $95,110,000; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the "Issuer") is a municipal corporatior)/political subdivision of the State of Texas; and WHEREAS, the Issuer expects to pay, or have paid on its behalf, expenditures in connection with the ongoing capital expansion of the Electric Utility distribution and transmission facilities approved as part of the FY 2015-16 Capital Improvement Program Budget and described in Attachment I hereto (the "Electric Utility Projects") prior to the issuance of Certificates of Obligation for which a prior expression of intent to finance or refinance is required by Federal or state law to finance the Electric Utility Projects; and WHEREAS, the Issuer expects to pay, or have paid on its behalf, expenditures in connection with the ongoing capital expansion of the Solid Waste refuse and recycling activities approved as part of the FY 2015-16 Capital Improvement Program Budget and described in Attachment 2 hereto (the "Solid Waste Projects") prior to the issuance of Certificates of Obligation for which a prior expression of intent to finance or refinance is required by Federal or state law to finance the Solid Waste Projects; and WHEREAS, the Issuer expects to pay, or have paid on its behalf, expenditures in connection with the ongoing capital expansion of the General Government projects approved as part of the FY 2015-16 Capital Improvement Program Budget and described in Attachment 3 hereto (the "General Government Projects" and, together with the Electric Utility Projects, the Solid Waste Projects, the "Projects") prior to the issuance of Certificates of Obligation and General Obligation Bonds for which a prior expression of intent to finance or refinance is required by Federal or state law to finance the General Government Projects; and WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention to reimburse itself for such payments at such time as it issues the obligations to finance the Projects; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Issuer reasonably expects to incur debt, as one or more series of tax- exempt obligations, tax-credit obligations and/or obligations for which a prior expression of intent to finance or refinance is required by Federal or state law (collectively and individually, the "Tax-Preferred Obligations"), with an aggregate maximum principal amount equal to $95,110,000 for purpose of paying the costs of the Projects. SECTION 2. All costs to be reimbursed pursuant hereto will be capital expenditures. No Tax-Preferred Obligations will be issued by the Issuer in furtherance of this ordinance after a date which is later than 18 months after the later of (1) the date the expenditures are paid, or (2) the date on which the property, with respect to which such expenditures were made, is placed in service. SECTION 3. The foregoing notwithstanding, no Tax-Preferred Obligation will be issued pursuant to this ordinance more than three years after the date any expenditure which is to be reimbursed is paid. SECTION 4. The foregoing Sections 2 and 3 notwithstanding, all costs to be reimbursed with qualified tax credit obligations shall not be paid prior to the date hereof and no tax credit obligations shall be issued after 18 months of the date the original expenditure is made. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 72015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 13V APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Attachment 1 DENTON MUNICIPAL ELECTRIC FY 2015 -16 REIMBURSEMENT ORDINANCE PROJECTED CAPITAL EXPENDITRES Project Cateeories 2015 -16 Annmvarl r-ID Automated Meter Reading $ 1,730,698 Major Substation Expenses Pockrus Substation Mckinney Substation Lang Road Substation King's Row Substation Locust Substation Arco Substation Hickory Substation North Spencer Substation Woodrow Substation North Lakes Substation Teasley Substation RD Wells Interchange Underwood Substation Denton North Interchange Eagle Substation TMPA Spencer Interchange Masch Branch Switching Station Mayhill Substation Other Misc. Substation Expenses Total Major Substation Planned Expenses 2,865,000 1,840,000 2,070,000 7,520,000 4,890,000 4,110,000 12,800,000 2,790,000 900,000 1,550,000 1,710,000 350,000 3,280,000 1,730,000 450,000 280,000 1,200,000 1,169,000 $ 51,SO4,000 Major Transmission Line Expense Woodrow - King's Row 69kV TL King's Row - Denton North 69kV TL Hickory - Locust 69kV TL Teasley - Pockrus TL Reconstruction Hickory - Bonnie Brae TL Upgrade Denton - North Lakes TL Spencer Switch - Locust 69kV TL Bonnie Brae - North Lakes 69kV TL Pokrus - Mayhili - Spencer 138kC TL North Spencer - Loop 288 138k North Spencer Connection 138kV TL TL Additions to Support Arco Sub Recon Various Other Transmission Line Expenses Total Transmission Line Planned Expenses 880,000 860,000 5,460,000 450,000 220,000 1,700,000 600,000 1,220,000 3,140,000 1,024,000 690,000 725,000 1,460,000 $ 18,429,000 Distribution Feeders & Extensions New Residential & Commercial Distribution transformers Bldg Upgrades & Improvements Other* $ 18,753,308 $ 5,814,304 $ 2,827,285 $ 1,326,166 $ 4,939,695 TOTAL $ 105,324,456 * Includes Vehicles and other revenue funded projects Attachment 2 CITY OF DENTON SOLID WASTE & RECYCLING FY 2016 - 2016 Reimbursement Ordinance Projects R Refuse / Recycling Carts $ 75,000 R Auto Side Load $ 285,580 R Auto Side Load $ 285,580 R Auto Side Load $ 316,940 R Rear Load $ 271,360 C Front-Load $ 281,220 C Front-Load $ 281,220 C Front-Load $ 341,320 C Roll-Off $ 222,600 P Containers & Collections Trucks $ 2,745,820 P Skid Steer Loader with Implements $ 100,000 P Wheel Loaderwith Bucket $ 250,000 P Articulated Water Wagon $ 640,000 P Articulated Dump Truck $ 565,000 P Mechanical Sweeper $ 150,000 P SW Equipment, Wheels, Tires, Tarping $ 300,000 CT Facility Slope Mower $ 100,000 P SW & Environmental Engineering Services $ 150,000 P Permit Amendment Support Services $ 250,000 P Legal Services $ 150,000 P Process Upgrades & Technology Improvements $ 400,000 P Litter Control & Facility Improvements $ 600,000 P ELR Liquid Delivery System $ 250,000 P Waste Diversion Facility Operations $ 450,000 P Security &Associated Improvements $ 675,000 P Water Line Relocation & Other Utility Infrastructure $ 250,000 CT Capital Improvement Labor $ 254,180 CT IVISW Processing Equipment - Mining $ 1,000,000 Disposal, Processing & Construction Services $ 6,534,180 FY 2016 SW&R Reimbursement Ordinance $ 9,280,000 Attachment 3 CATEGORY 2015-16 2016-17 2017-18 2018-19 2019-20 TOTAL 2012 Bond Election --Streets & Public Art 4,400 4,000 - - - 8,405- 2014 Bond Election (Proposition 1) - Streets 4,150 10,000 13,290 9,840 15,290 52,570 2014 Bond Election (Proposition 2) - Public Safety 3,200 3,495 6,665 - 325 13,685 2014 Bond Election (Proposition 3) - Drainage 600 - 2,585 705 - 3,890 2014 Bond Election (Proposition 4) - Parks 2,005 - 1,265 4,085 1,825 9,180 General Obligation Bonds 14,355 17,495 23,805 14,630 17,440 87,725- Airport - West Side Runway - 1,200 - - - 1,200 Fleet - Vehicle/Equipment Replacements 2,970 3,600 2,700 3,400 3,000 15,670 Transportation - North Texas Blvd Improvements 330 - - - - 330 Facility Maintenance Program" 1,420 1,175 1,500 1,500 1,500 7,095 Parking Improvements - Exposition Parking Lot 405 - - - - 405 Matching Funds for Road Improvements 8,500 - - - - 8,500 Certificates of Obligation 13,625 5,975 4,200 4,900 4,500 33,200 Airport Fund - Infrastructure Improvements 600 - - - 600 Technology Service Fund - Software and Equipment 647 647 Fleet Fund - Improvements and Land Acquisition 275 275 Streets Fund - Vehicle/Equipment Additions 258 258 Park Funds - Land Acquisiiton, Amenities and Improvement- 2,550 - - - - 2,550 General Fund - Vehicle/Equipment Replacements - 500 750 750 750 2,750 General Fund - Bike Lanes 200 200 200 200 200 1,000 Revenue Funded 4,530 700 950 950 950 8,080 GRANT) TOTAL $32,510 $24,170 $28,955 $20,480 $22,890 $129,005 Revenue Funded $ 4,530 General Obligation Bonds 14,355 Certificates of Obligation 13,625 GRAND TOTAL $32,510 _T_ Planned Bond Sale 27,990 Toes not include funds available from prior year sales. ** Facility Maintenance Program is for HVAC, Flooring, Roof Replacements and Facility Improvements. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Exhibit 4 DRAFT MINUTES PUBLIC UTILITIES BOARD October 12, 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, October 12, 2015 at 9:00 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA B. PUB15 -024 Consider a recommendation for the adoption of an ordinance of the City of Denton, Texas, to declare the intent to reimburse capital program expenditures of the Electric Utility ($57,850,000) and Solid Waste ($9,280,000) with Tax Preferred Obligations (Certificates of Obligation) with an aggregate maximum principal amount equal to $67,130,000. Motion was made to approve item B by Board Member Russell with the second by Board Member Bynum. The vote was 7 -0 approved. Adjournment 10:32 a.m. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -949, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Parks and Recreation ACM: John Cabrales, Jr. DATE: October 20, 2015 SUBJECT Consider a request for an exception to the Noise Ordinance for the purpose of the Brave Denton - Brave Coinbo Fight the Frack event sponsored by the Blackland Prairie Rising Tide. Live music will be played in Quakertown Park, located at 321 E. McKinney Street, on Tuesday, November 3, 2015, from 7:00 p.m. to 9:30 p.m. An exception is specifically requested to increase sound levels from 70 to 75 decibels. Staff recommends approval. BACKGROUND This first -time event will include a rally, a concert which features Brave Combo, and guest speakers. Event organizers anticipate 200 -300 attendees. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council has previously approved requests for exceptions to the Noise Ordinance and allowed increased decibels from 70 to 75 for amplified sound at events held in Quakertown Park. EXHIBITS Letter of Request Respectfully submitted: Emerson Vorel, Director Parks and Recreation Prepared by: Janie McLeod Community Events Coordinator City of Denton Page 1 of 1 Printed on 10/15/2015 Exhibit 1 Elida Tamez Brave Denton Brave Combo Event 1700 Willowwood Street Denton, Texas 76205 Dear Ms. McLeod, I am writing to you to request an exception to the city's noise ordinance for the following event: Brave Denton —Brave Combo Fight the Frack • November 3, 2015 • 7pm to 9:30pm • Quakertown Park • A public acknowledgement and celebration for Denton residents who voted to ban fracking in the city on November 4, 2014, with Denton's favorite home town band, Brave Combo, leading the call • The public will be given the chance to gather together and celebrate their community spirit and their belief in the democratic process while enjoying the great ambiance of our public park and the ultra hip music of Brave Combo Thank you for your help with this process. It has been a great learning experience for me and I look forward to continuing to work with you. Gt,ttefully yobs, Elida Tamez Elida.tamez @unt.edu 940 - 367 -2159 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -953, Version: 1 DEPARTMENT: ACM: Date: Transportation John Cabrales, Jr. October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas providing for the City's adoption of the Clean Fleet Vehicle Model Ordinance proposed by the Regional Transportation Council (RTC) which is the Regional Transportation Policy Body associated with the North Central Texas Council of Governments ( NCTCOG); and providing an effective date. The Committee on the Environment recommends approval (3 -0). BACKGROUND On December 11, 2014, the Regional Transportation Council (RTC) approved a resolution supporting a revised Clean Fleet Policy as a regional strategy to improve air quality in North Texas. As the Dallas -Fort Worth (DFW) area continues to face air quality challenges, the RTC urges all organizations with fleet operations in the DFW ozone nonattainment area to adopt the new Clean Fleet Policy immediately. In addition to supporting air quality efforts, policy adoption entitles each entity to compete for vehicle funding made available through the RTC and may be considered in other funding actions. It also allows adoptees to enjoy fleet recognition through the DFW Clean Cities program. OPTIONS 1. Adopt ordinance supporting revised NCTCOG Clean Fleet Policy. 2. Do not adopt the revised Clean Fleet Policy. 3. Provide staff additional direction on Clean Fleet Policy. RECOMMENDATION The revised Clean Fleet Policy was presented to the City Council Committee on the Environment on February 2, 2015. The Committee approved the ordinance (3 -0) recommending staff to present the ordinance to City Council for approval. ESTIMATED SCHEDULE OF PROJECT Policy would take effect immediately upon its passage. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -953, Version: 1 FISCAL INFORMATION Adoption of the Clean Fleet Ordinance will allow the City of Denton to be eligible to receive certain grant funds administered by the NCTCOG. FYHIRITC 1 NCTCOG Clean Fleet Policy 2 Clean Fleet Adoptees (as of September 2015) 3 Minutes dated February 4, 2015, Committee on the Environment 4 Ordinance Respectfully submitted: Mark Nelson Director of Transportation City of Denton Page 2 of 2 Printed on 10/15/2015 Exhibit 1 RESOLUTION SUPPORTING THE CLEAN FLEET POLICY R14 -10 WHEREAS, the North Central Texas Council of Governments (NCTCOG) is designated as the Metropolitan Planning Organization (MPO) for the Dallas -Fort Worth (DFW) Metropolitan Area by the Governor of Texas in accordance with federal law; and, WHEREAS, the Regional Transportation Council (RTC), comprised primarily of local elected officials, is the regional transportation policy body associated with the NCTCOG, and has been and continues to be the regional forum for cooperative decisions on transportation; and, WHEREAS, the Environmental Protection Agency (EPA) has designated the ten - county area of Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall, Tarrant, and Wise Counties as moderate nonattainment under the 2008 8 -hour National Ambient Air Quality Standard for the pollutant ozone, effective July 20, 2012; and EPA has proposed a more stringent revised ozone standard within a range of 65 to 70 parts per billion, which may require substantial additional emissions reductions; and, WHEREAS, the RTC is responsible for air quality conformity; and the Clean Air Act Amendments of 1990 require that in air quality nonattainment areas transportation plans and improvement programs conform to the applicable air quality implementation plan; and, WHEREAS, emissions inventories from the Texas Commission on Environmental Quality indicate that in 2012, approximately 76 percent of nitrogen oxides (NOx) emissions and 25 percent of volatile organic compounds (VOC) emissions in the DFW ozone nonattainment area are attributable to mobile sources; and, WHEREAS, the RTC approved the creation of a Clean Fleet Vehicle Policy on March 11, 2004 and adopted a resolution supporting a Clean Fleet Vehicle Policy on October 13, 2005; and, WHEREAS, changes in vehicle technologies and continuing air quality concerns necessitate revisions to the existing Clean Fleet Vehicle Policy. NOW, THEREFORE, BE IT HEREBY RESOLVED THAT: Section 1. The RTC endorses the Clean Fleet Policy included in Attachment 1 and recommends that organizations with fleet operations in the nonattainment area adopt a policy consistent with this document. Section 2. The RTC reserves all future vehicle funding for organizations with fleet operations that adopt and comply with a policy consistent with the Clean Fleet Policy as shown in Attachment 1. This includes transit funds of all types, Congestion Mitigation and Air Quality Improvement Program funds, Surface Transportation Program - Metropolitan Mobility funds, other federal, State and local funds distributed at the discretion of the Regional Transportation Council, and support for third party funding opportunities. Exhibit 1 Section 3. The RTC may consider Clean Fleet Policy adoption and compliance when considering other RTC funding actions. Section 4. This resolution will be transmitted to all impacted local governments and communicated to private sector organizations in the nonattainment area as appropriate. I hereby certify that this resolution was adopted by the Regional Transportation Council of the North Central Texas Council of Governments for the Dall ort Worth Metropolitan Area on December 11, 2014. Ron Je , Secretary Regional Transportation Council Mayor, City of Grand Prairie Exhibit 1 ATTACHMENT 1 CLEAN FLEET POLICY WHEREAS, the North Central Texas Council of Governments ( NCTCOG) has been designated as the Metropolitan Planning Organization (MPO) for the Dallas -Fort Worth (DFW) Metropolitan Area by the Governor of Texas and in accordance with federal law; and, WHEREAS, the Regional Transportation Council (RTC), comprised primarily of local elected officials, is the regional transportation policy body associated with NCTCOG and has been and continues to be the regional forum for cooperative decisions on transportation; and, WHEREAS, NCTCOG has been designated as a Clean Cities Coalition for the DFW region by the US Department of Energy in accordance with federal law and the NCTCOG Executive Board authorized NCTCOG to serve as the host organization for the DFW Clean Cities (DFWCC) Coalition and its efforts; and, WHEREAS, the U.S. Environmental Protection Agency (EPA) has designated the DFW area as a nonattainment area for the pollutant ozone, and air quality impacts the public health of the entire region; and, WHEREAS, emissions inventories from the Texas Commission on Environmental Quality (TCEQ) indicate that in 2012, approximately 76 percent of the nitrogen oxides (NOx) emissions and 25 percent of the volatile organic compounds (VOC) emissions in the DFW ozone nonattainment area are attributable to mobile sources; and, WHEREAS, the RTC is responsible for transportation conformity; and the Clean Air Act Amendments of 1990 require that transportation plans and improvement programs in air quality nonattainment areas conform to the adopted State Implementation Plan (SIP); and, WHEREAS, the RTC has adopted a resolution supporting the adoption and implementation of a Clean Fleet Policy by organizations with fleet operations in the DFW area; and reserves all future vehicle funding for entities that adopt and comply with a policy consistent with the provisions outlined below, WHEREAS, the < adopting entity> will set goals and provide workable, cost - effective solutions to improve air quality and reduce petroleum consumption in the DFW area, and implement those measures as practicable. NOW, THEREFORE, BE IT HEREBY RESOLVED: Section 1. < adopting entity> will reduce emissions from fleet activities by performing the following actions as practicable: 1.1 Implement an idle- reduction policy /standard operating procedure (SOP) that applies to all of the entity's vehicles and equipment, except where exempted as determined by <adopting entity >; communicate idle- reduction expectations to staff, vendors and visitors; and utilize idle- reduction technology. 1.2 Maximize use of vehicles and equipment with the lowest emissions wherever possible. Source: NCTCOG Exhibit 1 1.3 Ensure all conversions are EPA and /or California Air Resources Board (CARB) certified; ensure that aftermarket technologies are EPA and /or CARB verified, or are listed as an emerging technology by the EPA or a state environmental agency; and both conversions and aftermarket technologies are compatible with Texas Low Emission Diesel Program (TxLED) requirements. 1.4 Establish a plan to modify non - essential fleet activities on high ozone days to reduce air quality impacts. 1.5 Implement vehicle and equipment disposal strategies which minimize negative impacts on air quality. 1.6 Implement vehicle and equipment emissions inspection practices which meet or surpass the standards required by statute, including prompt resolution of any illuminated malfunction indicator lamp (MIL). Section 2. <adopting entity> will reduce overall fuel consumption, particularly the use of conventional petroleum fuels, by performing the following actions as practicable: 2.1 Pursue low- emission vehicles and equipment for acquisition, with an emphasis on alternative fuel, advanced technology, and /or Smartwaysm certified vehicles and equipment. 2.2 Improve overall fleet fuel efficiency. 2.3 Establish practices to reduce vehicle miles traveled, passenger miles traveled, engine hours, and /or ton miles traveled, as appropriate. Section 3. <adopting entity> will partner with the NCTCOG and DFWCC by performing the following actions as practicable: 3.1 Maintain membership and active participation in DFWCC and submit timely Clean Fleet Policy reporting. 3.2 Evaluate and consider participation in programs to test/commercialize /demonstrate new technologies to improve efficiency, reduce emissions, and /or increase fuel efficiency. 3.3 Pursue activities which support peer fleets' efforts to implement fuel- or emissions - reducing activities by sharing and maximizing resources. 3.4 Encourage fleet activities which minimize water, solid waste, or other environmental impacts of fleet activities, as appropriate. Section 4. <adopting entity> will ensure drivers /operators and fleet personnel are familiar with air quality and petroleum reduction goals by performing the following actions as practicable: 4.1 Provide in -house training and /or attending training administered by NCTCOG for fleet personnel and other staff involved in fleet decisions to Source: NCTCOG Exhibit 1 review policy elements and provide recommendations for achieving objectives. 4.2 Consider other mechanisms to increase understanding and awareness among fleet personnel and others. < adopting entity acknowledges that adoption of the Clean Fleet Policy, adoption of an idle reduction policy /SOP as outlined in section 1.1, submittal of both policies, and submittal of Clean Fleet Policy reporting is required to be eligible for future clean fleet funding from the RTC, and may be considered when determining other funding actions. The extent of Clean Fleet Policy implementation, as documented through reporting, will also be a factor in receiving DFWCC fleet recognition. [Following additional example statement to be included as applicable for adopting entity.] This policy shall be in effect immediately upon its adoption and replaces the prior Clean Fleet Vehicle Policy of the adopting entity. I hereby certify that this policy was adopted by the < adopting entity> on <date of adoption> Signature Printed Name Title Adopting Entity Source: NCTCOG N � w r �r m CL tm � 000� p >+ O O N L m .Q cn — L QQQminw�iW� ♦�J Lo O O i V L=1 .a CL O 13 2 'k cn r. m Q J cn El V+ W ■ �J i W O R a .0 -boo, V Z 0. cn 0 cn V m ii 0 a■+ V m L L H V O D V m E m 0 O O O N i O V 0 U N C E O m ca �o m Q Ln 0 N 0 r_ 'k N � N =_ _m L ■= 0 •�v/ N O .ai v v Q 0 �J�ZOGOGcnI -3: � 000� p >+ O O N L m .Q cn — L QQQminw�iW� ♦�J Lo O O i V L=1 .a CL O 13 2 'k cn r. m Q J cn El V+ W ■ �J i W O R a .0 -boo, V Z 0. cn 0 cn V m ii 0 a■+ V m L L H V O D V m E m 0 O O O N i O V 0 U N C E O m ca �o m Q Ln 0 N 0 r_ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Exhibit 3 CITY COUNCIL COMMITTEE ON THE ENVIRONMENT AGENDA ITEM #1 DRAFT MINUTES CITY COUNCIL COMMITTEE ON THE ENVIRONMENT February 2, 2015 After determining that a quorum of the Committee on the Environment of the Denton City Council was present, the Committee on the Environment thereafter convened into an Open Meeting on Monday, February 2, 2015 at 1:31 p.m. in the City Council Work Session Room 215 E. McKinney, Denton, Texas. Present: Council Member Dalton Gregory, Council Member Jim Engelbrecht and Council Member Joey Hawkins Also Present: Howard Martin, Assistant City Manager; Dr. Kenneth Banks, Director, Environmental Services & Utility Budgets; David Hunter, Watershed Protection & Pretreatment Mgr; Katherine Barnett - White, Sustainability & Special Project Admin.; Shirlene Sitton, Zero Waste Manager; Kathy Jack, Conservation Program Coord; Terry Kader, Fleet Superintendent; Kim Mankin, Administrative Supervisor OPEN MEETING: 1. Consider approval of the Committee on the Environment meeting minutes of January 5, 2015. Approved as circulated 2. Provide a report, hold a discussion and provide staff direction regarding an upcoming regional electronics recycling awareness grant. Shirlene Sitton talked about this item, she passed out handouts. Sitton stated there will be billboards that were funded by grants from TCEQ and administered by NCTCOG. There is an eight city grant to raise awareness of electronics recycling. There are two take back laws in the state and the goal is to try and raise awareness. The grant is administered by the City of Fort Worth. There is a committee of the eight cities represented that has been meeting regularly and approving the work. The kickoff of this grant is the week of February 4, 2015. Soon after there will be billboards all over the metroplex. There are other printed pamphlets that will be distributed in various ways. Engelbrecht stated there are ways to promote this awareness without using bill boards. Sitton agreed as a regional grant it was the most efficient way. Gregory asked if there will be information in the utility statements. Sitton answered yes over the course of the grant there will be some submitted. Sitton went on to say there will be a press release as well by the end of the week. This information will be added to the website with other updates. The web address is Dentonrecycles.com. Timetorecycle.com is a NCTCOG website that is maintained by the area recycling people. Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 2 of 7 1 Hawkins asked about `produce responsibility'. Sitton answered Texas has two laws that are 2 referred to as producer responsibility. There is a state group called the Texas Products 3 Stewardship Council. The idea of producer responsibility is to shift the burden of more 4 waste products from handing them at the end of their life from local governments back to the 5 people who are designing the waste. Waste gets more complicated every day. Staffs are not 6 experts on chemicals and computer components and how to recycle everything. It does 7 increase the cost of local governments. The idea of producer responsibility shifts the cost 8 back to the designers and urges them to design a product that is easier to recycle. 9 Hawkins asked if it is a federal mandate. Sitton answered it is not. 10 Gregory stated another thing with consumer packaging is the packaging is much bigger than 11 the product that is purchased. 12 Engelbrecht asked if this awareness includes all electronics. Sitton answered the two laws 13 that Texas has are specific for computers and TV's which is why this campaign is oriented 14 that way. Sitton then stated that solid waste will take and recycle anything that can be 15 plugged in, that recycler is ECS. 16 Gregory asked if DTV will highlight this campaign. Sitton stated that it will happen during 17 this campaign. 18 19 3. Provide a report and hold a discussion regarding plans to add "cartons" to the single stream 20 recycling mix. 21 22 Sitton talked about this item with handouts as well. Staff has been working with PRATT and 23 Carton Council for over a year to work to get cartons accepted into the single stream mix. In 24 thirteen years this is the first item that has been added to the recycle blue cart. Cartons are 25 TetraPak kinds of packaging and gable top cartons (example milk cartons). They are hard to 26 recycle because they are layered; paper, aluminum and plastic. The gable tops are paper and 27 plastic. The elements that are good for keeping food fresh are the same elements that make 28 them hard to recycle. There are paper recyclers that can use them that have mills with high 29 temperature. The paper is high quality once it is uncovered. 30 Sitton added that plans are to run a pilot program that will be announced in April. PRATT 31 will then access how much cartons will be in the waste stream and what will be needed for 32 sorting. The pilot will last about six weeks. 33 Engelbrecht thought this had already started. Sitton answered it has at a couple of the drop 34 off sites. Adding it for the carts will hopefully have enough to market. 35 Hawkins asked about the market. Sitton answered that the city does not recycle but has a 36 company that is willing to do that. The city sells the commodity to them. 37 Gregory stated there will probably be a large amount due to schools and their milk cartons. 38 Sitton stated there will be a separate pilot for them it will be in the next year. 39 Gregory added that the schools have gone from having DISD custodians to outsourced 40 custodians. Some are more willing to separate for recycling. Are there any schools that are 41 good about that. Sitton answered there is recycling in all of the schools. Some schools do 42 better than others. 43 Gregory then asked about the mills that will accept this waste. Is it just an equipment 44 modification. Sitton agreed. Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 3 of 7 1 Gregory asked if there are any other industries that can be hosted and encourage them to 2 come in and use space that is available. Sitton answered there are various industries but a 3 paper mill would be too large for the ECO -WERCS area. 4 Sitton added her title has changed to Zero Waste Manager. One of the tenets of Zero Waste 5 Plans is to try and establish a resource park which is what we already have. That is why the 6 area name was changed from the landfill to ECO- W.E.R.C.S. 7 Engelbrecht asked about paper recycling. Sitton can set up a tour of ECS Refining in 8 Mesquite. 9 The Texas Recycling Data Initiative is a statewide survey with results to be released this 10 week. One thing that is trying to be changed about recycling is Economic Development. 11 Having the resources here, processing and keeping the jobs here. 12 Engelbrecht asked about the flat packages that juice comes in be included in this campaign. 13 Sitton answered no they are not cartons they are still challenging. 14 15 4. Consider recommending adoption of an ordinance accepting approving the update to the 16 Clean Fleet Policy that was approved by the Regional Transportation Council (RTC) on 17 October 13, 2005. 18 19 Terry Kader talked about this item. Kader stated that the City has a policy that was adopted 20 in 2005 an ordinance for clean fleet. NCTCOG revisited that document and has decided it is 21 time for an update. Many things have changed in the last ten years as far as emission 22 standards and vehicle standards. A committee has been put together and had been working 23 on that update for the last 18 months. 24 That committee presented the updates to RTC which recommended adoption. There are 25 minor and major changes and additions. It has still been tied to funding for certain emissions 26 technology and vehicle procurement and alternative vehicles through any grants that 27 NCTCOG are over. 28 Hawkins stated he isn't familiar with this but asked about the funding. Kadar stated what 29 they tried to do is tie in any grant funding to the adoption of that policy to encourage entities 30 to adopt and abide by the regulations. The City has taken advantage of that in the past. A lot 31 has to do with retrofitting certain emission systems, and have not taken advantage of that. 32 Staff has taken advantage on it for alternative fuel vehicles, especially hybrids. 33 Hawkins asked if there is a percentage of the grant that was received. Kadar answered it 34 varies because at certain times there are several million dollars in funding available for a 35 particular item. 36 Engelbrecht commented that Kadar and fleet services participate in a Fleet Vehicle program 37 at the Texas Motor Speedway. Vendors bring in several kinds of fleet vehicles. One thing 38 that was down there was Peterbilt that showed the hydraulic system that they were trying to 39 build into their vehicles, the stop and start vehicles. A good example is trash trucks. Has the 40 city looked into that or would we consider something like this. Kadar answered some works 41 well but would rather a larger company try it before the City. Kadar stated that he City does 42 have some hydraulic launch assist refuse trucks in the fleet. That technology has not worked 43 that well for the City. Those trucks were some that were grant funded. 44 Kadar stated that as far as updates to the document a lot of the language has been expanded 45 to include VOC's as opposed to emission reductions. There was a separate idling policy that Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 4 of 7 1 they would like municipalities to consider. There was some clarification on what policy that 2 the City currently has. There is a big push for training on proper ways to maintain vehicles. 3 Gregory noticed that in each section it is stated `will use as practicable'. Is that language 4 from NCTCOG. Kadar answered it is. The committee that looked over this, which includes 5 some City of Denton representatives, tried to make some less vague and some less specific. 6 There are times when you can't abide by all the policy so this statement helps to follow the 7 policy. 8 There was a motion by Council Member Hawkins to move on to Council for approval. 9 There was a second by Council Member Engelbrecht. Vote 3 -0 approved. 10 11 There was some there conversations regarding idling. 12 13 5. Receive a report on the Water Quality Data Analysis performed by the Watershed Protection 14 Division of the Department of Environmental Services and Sustainability and explore 15 additional data products that can be utilized for decision making. 16 17 David Hunter gave the presentation and had handouts as well. All this information will be 18 posted on the Website. 19 Hunter stated this is a continuation of information that has been presented at the last few 20 COE meetings. 21 Hunter showed a map with all the monitoring sites. The Watershed Protection Division 22 Water Monitoring Network consists of sites through the City of Denton and surrounding 23 watersheds. Most of the sites are located within the City of Denton but the divisions 24 monitors several sites upstream and downstream of the City limits to be more protective of 25 our vital water resources. Hunter stated that staff is working on the maps on -line to have a 26 good amount of information for the monitoring sites. 27 Gregory asked if neighborhoods could be detected where there seems to be a lot of fertilizer. 28 Hunter stated that would include phosphorous, nitrates, nitrogen, and compounds. Staff does 29 not do that typically when the water is sampled but do sample for things that would show the 30 results of that. It will cause things to grow, increase turbidity, and might lower the dissolved 31 oxygen. Staff has the ability to see the affects. If parameters are low or high, additional 32 testing will take place. 33 Engelbrecht appreciates the public education for the concepts of watersheds. They can see it 34 is important to see what they do with their property. Hunter added that the GIS software has 35 an application called storybook and it will show the entire watershed with pictures from the 36 beginning to the end. 37 There was discussion regarding `leaking UST'. Hunter stated that is a leak in an 38 underground storage tank. That is a list from TCEQ. Anywhere that there has been an old 39 gas station 20 -50 years ago that maybe leaking diesel they have it listed and there are 40 monitoring wells around those sites. This has been very useful for TxDOT when the city hits 41 something or smells something a map is sent out. The state is called and has been taken care 42 of quickly. Engelbrecht asked if the storage tanks and the area is cleaned up. Hunter answer 43 some are cleaned up others they determine that the water is not migrating. If TCEQ 44 determines that the water plume is not migrating to drinking water then it is just monitored. 45 Hawkins asked what happens if a developer comes in and determines they want to clean up 46 on their own. What does it entail. Hunter stated typically the water and soil is considered Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 5 of 7 1 contaminated. If they find it they have to remediate the soil, it cannot go to the landfill 2 because it is contaminated. The water also has to be remediated on site. That happened at 3 the Chevron at I -35 and HWY 380 when they were digging the line. The line was hit and a 4 byproduct came out. The fire department had to be called and everything was shut down. 5 They went in with a remediating chemical that oxidized all petroleum chemicals. For that 6 site it took about 12 days. There is also reporting that you have to do with the state. There is 7 also cradle to the grave with the soil. Banks added that the MSD setting would help in that 8 regard because it would not require the clean up to drinking water standards if it was 9 considered to be a viable aquifer. The other problem is if the fuel component goes away 10 there are other elements that may remain. Lead was in gasoline for a long time and even if 11 the gas molecules go away the lead would remain there forever. Some tanks have things 12 other than gas there are dry cleaner tanks too. 13 Gregory asked if there will be information regarding the underground tanks. Hunter stated 14 that will have to be added. Linking to the state database will be very helpful. 15 Hunter stated within the last few years it was decided to record temperature and dissolved 16 oxygen. Some of the data sets do not go as far back because there were just recently started. 17 Banks stated the permanent stations have the datasondes deployed and are collecting data 18 every thirty minutes. Martin added that this is at the base of every watershed. The outfalls 19 go through a number of monitoring stations. Hunter added that they also have the auto 20 samplers, staff is able to take samples from a dry weather event for 24 hours or longer or a 21 storm water event. 22 Hunter then stated that they want to know where all the stations sit relative to some 23 benchmark point. State standard for conductivity micro useimens is 923 which is the water 24 quality standard. The City's is marked at 1,000 but use 923. Staff is able to look at all the 25 stations in a snapshot and see whether or not they exceed the standard. If there is no state 26 standard staff will typically look at the historical sampling do statistical breaks by quartiles 27 and that is how the threshold is set up. Hunter passed out reports that staff does for dry 28 weather screening. There was a report of where Fouts Field has run off under the highway. 29 There was discussion regarding that report. The findings were UNT had a swimming pool 30 that had a leak and was being pumped into the storm drain. Staff let UNT know and they 31 repaired the leak. 32 Engelbrecht asked if all private pools are required to drain into the sanitary sewer. Hunter 33 answered they are now. From 1993 to 1999 there was a period of time where the national 34 plumbing code shifted and had pools to be drained into the storm sewer. When citizens do 35 that now there are reminded they have to plumb to the sanitary sewer. 36 Another use of the data is a baseline to determine if things are getting better or worse. The 37 software allows for that in several ways. 38 Hunter then talked about suspected discharge information from watershed monitoring site 42. 39 There were pictures of `some kind' of a discharge that was in the creek. 40 There were discussions regarding discharges. 41 Gregory asked who the data is shared with. Hunter responded it is shared with Council and 42 the Railroad Commission. There was some enforcement by the railroad commission. 43 Hunter in the event a discharge is seen, the protocol is go to the site and do more sampling 44 and also go up stream for sampling. 45 Gregory asked if staff took samples after the `blow out' on Jim Christal Road. Hunter 46 answered no, TCEQ took samples. Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 6 of 7 1 Banks stated there was a monitoring station close by but there wasn't a lot of water. Hunter 2 added a lot went to vapor. 3 Hunter then stated that there was soil sampling in that area to rule out any other problems. In 4 some cases and this was one a fish kill test was completed for Parks and Wildlife. 5 Hawkins asked what a fish kill test is. Hunter answered it is going to the site and counting 6 the dead fish and reporting that to the Parks and Wildlife Department. If there is enough fish 7 they will come to the site the next day. Martin added that sometimes if Parks and Wildlife 8 see something they will call the City as well. Hunter has done a great job of establishing a 9 relationship with TCEQ. 10 Gregory asked if there is any special training for soil samples with protocol for guidance to I I determine guilt of an individual or company. Banks answered EPA has guidance for soil 12 samples. Martin added there are standards for sampling protocol, testing protocol, chain of 13 custody all of those things come into play if you take a case to court. 14 Hunter stated that if you do anything with environmental samples there are protocols. Our 15 laboratory is accredited but there are protocols for things that happen in the field. 16 Lastly Hunter pointed out one thing about all the data points at the screening stations, staff 17 also goes out and assesses them for ecological quality. An analysis of width or 18 geomorphology wetted bottom and wetted perimeter; staff will look at the rocks and cobble 19 and distribution. A score will be given based on established rapid stream assessment 20 techniques. As development happens, those assessments can be revisited for water quality 21 and stream index calculations. 22 Hunter then showed dry weather screening map information. 23 Martin added that there is more work to be completed regarding the data to explain to the 24 average citizen. There is a lot of data but only recently has staff been able to manage all the 25 data points. Staff is making good progress. 26 Gregory asked if this information is available to citizens. Hunter answered yes. 27 There was some discussion regarding the data and how to get it out to the citizens for 28 understanding. 29 Banks stated that you will not find another City in the State that does this type of work; 30 nationally only a handful. This department does a lot of work on a day to day basis looking 31 at a lot of information and field work. 32 Gregory asked why we are this City does all this work and most do not. Banks stated that it 33 has been important to the City for a long time in part because we own and operate all of the 34 major utilities and these issues are important to utilities. It is also due to upper managements 35 guidance and continued support. Some is due to regulatory requirements and grants. The 36 Watershed Department had received over $2.5 million in grants. Martin added over 25 years 37 a lot of money has been spent on this type of information. 38 Hawkins stated that Denton has won some drinking water awards, is there any relation to 39 this. Martin answered it is one of the primary reasons. This is all integral to operating our 40 own water and wastewater plants. Hawkins wasn't sure the public knows all of this. 41 Gregory asked about signage. Hunter stated there are signs in various places. 42 43 6. ACM update: 44 a. Natural Heritage Center Master Plan Update 45 b. Clear Creek Honey Run 46 c. Sustainable Denton and Clear Creek Activities 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Draft Minutes of Committee on the Environaclhdeting February 5, 2015 Page 7 of 7 7. Discussion of the Matrix representing items for discussion for future Committee on the Environment meetings. No Changes 8. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the Committee on the Environment 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 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. It was decided to take the items out of order due to guest that wanted to speak on behalf of new business. Next Meeting will be April 6, 2015 The meeting was adjourned by consensus at 3:31 p.m. 5: \Legal \Our Documents \Ordinances \15 \Clean Fleet Policy Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS PROVIDING FOR THE CITY'S ADOPTION OF THE CLEAN FLEET VEHICLE MODEL ORDINANCE PROPOSED BY THE REGIONAL TRANSPORTATION COUNCIL WHICH IS THE REGIONAL TRANSPORTATION POLICY BODY ASSOCIATED WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the North Central Texas Council of Governments ( "NCTCOG ") has been designated as the The Metropolitan Planning Organization for the Dallas -Fort Worth ( "DFW ") Metropolitan Area by the Governor of Texas and in accordance with federal law; and WHEREAS, the Regional Transportation Council ( "RTC "), comprised primarily of local elected officials, is the regional transportation policy body associated with NCTCOG and has been and continues to be the regional forum for cooperative decisions on transportation; and WHEREAS, NCTCOG has been designated as a Clean Cities Coalition for the DFW region by the US Department of Energy in accordance with federal law and the NCTCOG Executive Board authorized NCTCOG to serve as the host organization for the DFW Clean Cities ( "DFWCC ") Coalition and its efforts; and WHEREAS, the U.S. Environmental Protection Agency ( "EPA ") has designated the DFW area as a nonattainment area for the pollutant ozone, and air quality impacts the public health of the entire region; and WHEREAS, emissions inventories from the Texas Commission on Environmental Quality ( "TCEQ ") indicate that in 2012, approximately 76 percent of the nitrogen oxides (NOx) emissions and 25 percent of the volatile organic compounds ( "VOC ") emissions in the DFW ozone nonattainment area are attributable to mobile sources; and WHEREAS, the RTC is responsible for transportation conformity; and the Clean Air Act Amendments of 1990 require that transportation plans and improvement programs in air quality nonattainment areas conform to the adopted State Implementation Plan ( "SIP "); and WHEREAS, the RTC has adopted a resolution supporting the adoption and implementation of a Clean Fleet Policy by organizations with fleet operations in the DFW area; and reserves all future vehicle funding for entities that adopt and comply with a policy consistent with the provisions outlined below; and WHEREAS, the City of Denton will set goals and provide workable, cost - effective solutions to improve air quality and reduce petroleum consumption in the DFW area, and implement those measures as practicable. NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City of Denton will reduce emissions from fleet activities by performing the following actions as practicable: 1.1 Implement an idle- reduction policy /standard operating procedure ( "SOP ") that applies to all of the City's vehicles and equipment, except where exempted as determined by the City; communicate idle- reduction expectations to staff, vendors and visitors; and utilize idle - reduction technology. 1.2 Maximize use of vehicles and equipment with the lowest emissions wherever possible. 1.3 Ensure all conversions are EPA and /or California Air Resources Board ( "CARB ") certified; ensure that aftermarket technologies are EPA and /or CARB verified, or are listed as an emerging technology by the EPA or a state environmental agency; and both conversions and aftermarket technologies are compatible with Texas Low Emission Diesel Program ( "TxLED ") requirements. 1.4 Establish a plan to modify non - essential fleet activities on high ozone days to reduce air quality impacts. 1.5 Implement vehicle and equipment disposal strategies which minimize negative impacts on air quality. 1.6 Implement vehicle and equipment emissions inspection practices which meet or surpass the standards required by statute, including prompt resolution of any illuminated malfunction indicator lamp ( "MIL "). SECTION 2. The City of Denton will reduce overall fuel consumption, particularly the use of conventional petroleum fuels, by performing the following actions as practicable: 2.1 Pursue low- emission vehicles and equipment for acquisition, with an emphasis on alternative fuel, advanced technology, and /or Smartway certified vehicles and equipment. 2.2 Improve overall fleet fuel efficiency. 2.3 Establish practices to reduce vehicle miles traveled, passenger miles traveled, engine hours and /or ton miles traveled, as appropriate. SECTION 3. The City of Denton will partner with NCTCOG and DFWCC by performing the following actions as practicable: 3.1 Maintain membership and active participation in DFWCC and submit timely Clean Fleet Policy reporting. 3.2 Evaluate and consider participation in programs to test /commercialize /demonstrate new technologies to improve efficiency, reduce emissions, and /or increase fuel efficiency. 3.3 Pursue activities which support peer fleets' efforts to implement fuel or emissions - reducing activities by sharing and maximizing resources. 3.4 Encourage fleet activities which minimize water, solid waste or other environmental impacts of fleet activities, as appropriate. SECTION 4. The City of Denton will ensure drivers /operators and fleet personnel are familiar with air quality and petroleum reduction goals by performing the following actions as practicable: 4.1 Provide in -house training and /or attend training administered by NCTCOG for fleet personnel and other staff involved in fleet decisions to review policy elements and provide recommendations for achieving objectives. 4.2 Consider other mechanisms to increase understanding and awareness among fleet personnel and others. SECTION 5. The City acknowledges that adoption of the Clean Fleet Policy, adoption of an idle reduction policy /SOP as outlined in Section 1. 1, submittal of both policies, and submittal of Clean Fleet Policy reporting is required to be eligible for future clean fleet funding from the RTC, and may be considered when determining other funding actions. The extent of Clean Fleet Policy implementation, as documented through reporting, will also be a factor in receiving DFWCC fleet recognition. SECTION 6. This policy shall be in effect immediately upon its adoption and replaces the prior Clean Fleet Vehicle Policy (Ordinance No. 2006 -013) SECTION 7. 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 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY c� BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -954, Version: 1 DEPARTMENT: CM/ ACM: Date: Fire John Cabrales, Jr. October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2013 -016 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. BACKGROUND Civil Service law, Texas Local Government Code, Chapter 143, requires governing bodies of all jurisdictions with Civil Service employees to officially authorize their exact number of Civil Service employees. The City Council last approved the authorized number of Civil Service positions by Ordinance 2013 -016 on February 5, 2013. Staff requests the City Council's approval of the current number of Civil Service positions for the Fire Department as budgeted for FY 2015 -16 and is detailed below. Currently, the Fire Department has four Fire Inspector Specialist I positions and one Fire Inspector Specialist II. Prior to the issuance of the 2013 -016 Ordinance, the Fire Inspector Specialist II position was approved in the budget process, but had not yet been filled. In order to fill this position, the department reclassified a Fire Inspector Specialist I which reduced the number to four positions. In the Fiscal Year 2015 -2016 Budget adoption process, City Council approved two additional full time Fire Inspector Specialist I positions and one full time Fire Inspector II position. This will bring the total Fire Inspector Specialist I positions to six and two Fire Inspector Specialist II positions. In addition, City Council approved the 2015 -2016 supplemental package request for Medical Unit 7, which consists of a total of six full time Civil Service employees. The Medic Unit will be staffed with three Fire Drivers and three Firefighters. This approval brings the total Drivers from forty -two to forty -five and a total of seventy -eight to eighty -one Firefighters. The Department has made changes to position responsibilities in that the Fire Recruitment Management Analyst's role now encompasses a community outreach focus in addition to recruitment. The title of the role has been modified to reflect this responsibility as Fire Community Services Officer. In addition, the Deputy Fire Chief's responsibilities are also expanding as the organization, services to the community and the City continues to grow. During the 2015 Meet and Confer, the Denton Fire Fighters Association and the City of Denton agreed to allow the Fire Chief to appoint two Assistant Fire Chiefs. At this time, the Department will City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -954, Version: 1 only be re- titling the existing position, rather than adding any additional full -time employees. If the City Council adopts the amended ordinance on October 20, 2015, this authorizes the correct number of Civil Service positions. The total number of authorized Civil Service positions in the Fire Department will increase from 163 to 172. CLASSIFICATION FY 2012 -201.3 NI IBERS Ordinance 2013-016 FY 2015 -2016 NI_TI BERS Rev!W Ordinance Fire Chief 1 1 De" ief Assistant; Fire Chief 0 1 Fire Marshal 1 1 Battalion Chief - Operations 6 6 Deputy Fire Marshall 1 1 Emergency Management Program Manager 1 1 0 1 Fire Community Sen,rioes Officer Captain 25 25 Fire Protection Specialist 1 l Driver 42 45 Fire Inspector Specialist 1 5 6 Fire Inspector Specialist 1.1 0 (i ?acancy) 2 Firefighter land Recruits) 78 81 . TOTALS 163 172 FISCAL INFORMATION There will be no additional fiscal impact due to the fact that all authorized positions have been funded in the Fiscal Year 2015 -2016 Budget. EXHIBITS Exhibit l: Ordinance No. 2013 -016 Exhibit 2: Ordinance Amending Ordinance No. 2013 -016 Respectfully submitted: Robin Paulsgrove Fire Chief Prepared by: Allison Carlwicz Fire Administrative Manager City of Denton Page 2 of 2 Printed on 10/15/2015 EXHIBIT 1 ORDINANCE NO. 2013 -016 AN ORDINANCE AMENDING ORDINANCE NO. 2012 -268 TO PRESCRIBE UPDATED TITLES AND NUMBER OF POSITIONS FOR CERTAIN CLASSIFICATIONS OF FIRE DEPARTMENT PERSONNEL; PROVIDING REPEALER, CUMULATIVE AND SEVERABILITY CLAUSES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on October 16, 2012, the City Council passed Ordinance No. 2012- 268, adopting and approving a schedule of Authorized Positions relating to classification of police officers and fire fighters; and WHEREAS, since the passage of Ordinance No. 2012- 268, the Fire Department has updated the titles and number of positions designated for certain classifications of Fire Department personnel and have submitted the revisions to the City Council for review and approval based on the Department's determination that these changes are in the Department's best interest; and WHEREAS, the Denton Fire Fighters Association, IAFF Local 1291 with whom the City is a party under the Meet and Confer Agreement, agrees with the revisions as reflected in the Second Amendment to Meet and Confer Agreement which the City Council has ratified and adopted by Ordinance No. Z D 13 0 1; and WHEREAS, the City Council has considered these updated classification titles and numbers and has found these changes to be in the City's best interest and accordingly has determined that Ordinance 2012 -268 should be amended to reflect the revised classification titles and total number of Fire Department positions. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 2012 -268 is hereby amended as provided herein. SECTION 2. The City Council hereby adopts and approves a schedule prescribing the revised titles and number of positions for the following Fire Department Classifications for FY2012 -2013, as shown in the chart attached hereto and incorporated by reference herein as Exhibit "A. ": SECTION 3. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, Texas, except where the provisions of the ordinance are in direct conflict with the provisions such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this EXHIBIT 1 ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Section 5. This ordinance shall become effective immediately upon its passage and approval as provided by law. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY :• ANITA BURGESS, CITY ATTORNEY BY:s� /. EXHIBIT 1 Exhibit A CLASSIFICATION FY 2012 -2013 As of February 16, 2013 superceding column 1 Fire Chief 1 1 Deputy Fire Chief 1 1 Fire Marshal 1 1 Battalion Chief — Operations 6 6 A ssist i4 Fi f A afslh 1 0 Deputy Fire Marshal 0 1 Emergency Management Program Manager 1 1 Fire Recruitment Management Analyst 1 1 Captain 25 25 Fire protection Engineer Associate 1 1 Fire protection Specialist (vacant) 0 0 Driver 42 42 Fire inspector Specialist 1 5 5 Fire inspector Specialist II (vacant) 0 0 Firefighter (and recruits) 78 78 TOTALS 163 163 ORDINANCE NO. AN ORDINANCE AMENDING ORDINANCE NO. 2013 -016 TO PRESCRIBE UPDATED TITLES AND NUMBER OF POSITIONS FOR CERTAIN CLASSIFICATIONS OF FIRE DEPARTMENT PERSONNEL; PROVIDING REPEALER, CUMULATIVE AND SEVERABILITY CLAUSES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on February 5, 2013, the City Council passed Ordinance No. 2013 -016, adopting and approving a schedule of Authorized Positions relating to classification of police officers and fire fighters; and WHEREAS, since the passage of Ordinance No. 2013 -016, the Fire Department has updated the titles and number of positions designated for certain classifications of Fire Department personnel and have submitted the revisions to the City Council for review and approval based on the Department's determination that these changes are in the Department's best interest; and WHEREAS, the Denton Fire Fighters Association, IAFF Local 1291 with whom the City is a party under the Meet and Confer Agreement, agrees with the revisions as reflected in the Second Amendment to Meet and Confer Agreement which the City Council has ratified and adopted by Ordinance No. 2015 -260; and WHEREAS, the City Council has considered these updated classification titles and numbers and has found these changes to be in the City's best interest and accordingly has determined that Ordinance No. 2013 -016 should be amended to reflect the revised classification titles and total number of Fire Department positions. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 2013 -016 is hereby amended as provided herein. SECTION 2. The City Council hereby adopts and approves a schedule prescribing the revised titles and number of positions for the following Fire Department Classifications for FY 2015 -2016, as shown in the chart attached hereto and incorporated by reference herein as Exhibit 11A SECTION 3. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, Texas, except where the provisions of the ordinance are in direct conflict with the provisions such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, Page 1 since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Section 5. This ordinance shall become effective immediately upon its passage and approval as provided by law. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY rtw APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR Exhibit A CLASSIFICATION FY 2013 -2013 FY 2015 -2016 Fire Chief 1 1 Deput., Fire Chef 1 0 Assistant Fire Chief 0 1 Fire Marshal 1 I Battalion Chief — Operations 6 6 Deputy Fire Marshal 1 1 Emergency Management Program Manager I 1 12 u ;t r anag 1 0 Fire Community Services Officer 0 1 Captain 25 25 Fire D tent;`, Engine n nc —l- 1 0 Fire Protection Specialist 1 1 Driver 42 45 Fire Inspector Specialist I 5 6 Fire Inspector Specialist II 0 (vacancy) 2 Firefighter (and recruits) 78 81 TOTALS 163 172 Page 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -979, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with the University of North Texas for internet services under Section 791.001 of the State of Texas Government Code; authorizing the expenditure of funds therefor; and declaring an effective date (File 4943 - Interlocal Agreement with University of North Texas System in the three (3) year not -to- exceed amount of $60,000). FILE INFORMATION The City of Denton and the University of North Texas (UNT) entered into a Memorandum of Understanding on October 1, 2007 to define a relationship wherein UNT provides the City internet access services. For over ten years, UNT has provided the City of Denton a fast and reliable internet connection to support all City departments. Recently, UNT has provided an additional internet connection at no additional cost. In order to guarantee continuity of service, the Technology Services Department recommends formalizing this relationship through an Interlocal Agreement. As part of the Agreement, the City of Denton will need to relinquish the internet addresses owned by UNT and acquire new internet addresses within the first two (2) years of this agreement. If the City of Denton is unable to acquire new internet addresses, the City of Denton will need to use an alternate internet service provider. City staff has applied for the new internet addresses and will be able to continue this agreement upon receipt of the new internet addresses. Section 791.001 of the Government Code requires that all Interlocal Agreements must be authorized by the governing body, regardless of the dollar amount. The only exception to this is municipally owned electric utilities -these entities have a $100,000 threshold before authorization by the governing body is required. RECOMMENDATION Approve the Interlocal Agreement with the University of North Texas in the three (3) year not -to- exceed amount of $60,000. The contract stipulates that City will pay UNT $1,500 per month for an annual total of $18,000. The three (3) year not -to- exceed amount includes a contingency for additional services that may be added during the contract period. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -979, Version: 1 University of North Texas Denton, TX ESTIMATED SCHEDULE OF PROJECT This agreement will become effective when signed and will remain in effect until September 30, 2016. After the initial year, the agreement will automatically renew for successive one (1) year terms unless sooner terminated in accordance with Article 11 of the Agreement. FISCAL INFORMATION The annual services provided under this agreement will be funded from The Technology Services Operating Fund account 800300.7944. EXHIBIT Exhibit l: Ordinance Exhibit 2: Interlocal Agreement 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 10/15/2015 EXHIBIT 1 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS FOR INTERNET SERVICES UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 4943 - INTERLOCAL AGREEMENT WITH UNIVERSITY OF NORTH TEXAS SYSTEM IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $60,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an Interlocal Agreement with the University of North Texas under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement "). SECTION 2. The City Manager or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4943 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 2 UNTS INTERNET AGREEMENT This Agreement (the "Agreement ") is made and entered into as of the effective date provided herein below, by and between The City of Denton, Texas, a Texas home rule municipality (hereinafter "City ") and University of North Texas System, a state university system (hereinafter "UNTS ") on behalf of its department of Information Technology Shared Services (hereinafl:er "UNTS ITSS "), City and UNTS are hereafter collectively referred to herein as "Parties" or individually as a "Party." WHEREAS, both City and UNTS have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code, as amended; and WHEREAS, the City and UNTS have established an ongoing relationship whereby UNTS ITSS has provided Internet access services for the City; and WHEREAS, the City and UNTS ITSS desire to formalize this relationship in this Agreement by continuing to provide Internet access services; NOW THEREFORE, in consideration of the covenants and agreements hereafter set forth, the Parties agree as follows: Subject to the terms and conditions contained herein, the City will contract with UNTS and UNTS ITSS will provide, as an independent contractor, Internet access services as provided in this Agreement. 1. PURPOSE: The purpose of this Agreement is to define a relationship wherein UNTS ITSS will provide the City Internet access services. Ctuzently the City is utilizing IP address space 129.120.6.0/24 owned by UNTS ITSS and the City will need to obtain their own IP address space during the first year of this contract. After the first year UNTS ITSS will allow the City a second year to transition to their own IP address space or transition to a new internet service provider, if necessary. At the end of two years, from the contract date, the City agrees to relinquish the IP address space 129.120.6.0/24. 2. SCOPE: UNTS ITSS will provide the City Internet access services. The City is responsible for providing their own IP address space and connectivity between the City and UNTS's ITSS Internet services. 3. PERFORMANCE: UNTS will make responsible efforts to provide continuous access to these services. In the event that these services are interrupted, UNTS will make reasonable efforts to identify and correct the fault. UNTS will work with its Internet Service Provider to return the service to normal operations. 4. AMOUNT OF THE CONTRACT. For the Internet access services provided by UNTS ITSS and delivered hereunder, City shall pay UNTS $1,500.00 per month or a total of $18,000.00 per year. LINTS shall submit monthly invoices to the City within thirty (30) days for Internet access services. All invoices shall be sent to: City of Denton Accounts Payable 215 E. McKinney Street Denton, TX 76201 The City agrees to reimburse UNTS for the costs billed within thirty (30) days of receipt of invoice. All payments shall be sent to: University of North Texas System Information Technology Shared Services EXHIBIT 2 1155 Union Circle #305398 Denton, TX 76203 5. EQUIPMENT. Ownership of all permanent and expendable equipment purchased by LINTS under this Agreement shall become the sole property of UNTS at the time of purchase, and title thereto shall vest solely in UNTS. 6. SECURITY INCIDENTS. In the instance that the City becomes aware of a security incident involving the service provided by UNTS, the City must immediately notify UNTS of the incident. LINTS reserves the right to disconnect Internet service to the City if necessary to resolve a security incident. In the event that UNTS identifies a security incident involving the City, UNTS will notify the City of the incident and give the City a chance to address the issue prior to disconnecting internet service. An incident is a security event that results in, or has the potential to result in a breach of the confidentiality, integrity, or availability of information or an information resource. 7. SECURITY CONTACT. The City shall designate an employee to serve as a contact for communication from UNTS regarding security incidents. The City shall communicate the employee's name and contact information to UNTS and update it as necessary. 8. TERMS. This Agreement will be effective this first (1) day of October 2015 and shall continue in full force and effect for a period of one (1) year. This Agreement shall be renewed automatically on the anniversary date, on a year -to -year basis, unless terminated by either Party as provided herein. If a Party elects to not renew this Agreement, the Party shall comply with Section 11— Termination. 9. NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted courier guaranteeing same -day or next -day delivery, addressed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Section, such notices shall be deemed given and received on the earlier of (a) actual receipt at the address of the named addressee, or (b) on the third (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee. For UNTS: Chief Information Officer IT Shared Services University of North Texas System 1155 Union Circle #305398 Denton, TX 76203 -5017 rama.dhuwaraha(a),untsystem.edu (940) 565 -2224 (voice) (940) 565 -3259 (fax) For CITY: City Manager, City of Denton City Hall 215 E. McKinney Denton, TX 76201 (940) 349 -8596 (fax) By Courier Discovery Park E201 Denton, TX 76207 940 -565 -4357. EXHIBIT 2 10. BREACH / OPPORTUNITY TO CURE. In the event either Party is in default of any provision of this Agreement, the Party not in default shall provide to the Party in default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. 11. TERMINATION: Either party may terminate the Agreement at any time by giving not less than one hundred eighty (180) days advance written notice to the other party. Termination or cancellation shall not affect the rights and obligations of the parties accrued prior to termination. The City shall be liable for all expenses incurred and all non - cancelable commitments made prior to UNTS's receipt of the notice of termination and shall pay UNTS for same within thirty (30) days of final invoice. 12. INDEPENDENT CONTRACTOR. UNTS is an independent contractor and shall be fi•ee to exercise its discretion and independent judgment as to the method and means of performance of the services contracted for by the City. UNTS employees shall in no sense be considered employees of the City and neither UNTS nor City personnel will, by virtue of this Agreement, be entitled or eligible, by reason of the contractual relationship hereby created, to participate in any benefits or privileges given or extended by either party to its employees. This Agreement is not an agreement of joint venture, joint enterprise, partnership or employment. 13. NON - INDEMNIFICATION. Unless otherwise required by law, neither party shall by reason of the Agreement be obligated to defend, assume the cost of defense, hold harmless, or indemnify the other from any liability to third parties for loss of or damage to property, death, or bodily injury arising out of or connected with the work under this Agreement. 14. PUBLICITY. Neither party to this Agreement may use the name of the other in news releases, publicity, advertising, or product promotion without the prior written consent of the other, except that UNTS may include the City's name in reports as required by state and federal mandates. 15. DISCLAIMER OF LIABILITY. THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE TECHNICAL REPORTS, INVENTION DISCLOSURES OR RESEARCH DATA FURNISHED UNDER THIS AGREEMENT. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF SUCH MATERIALS OR MODIFICATION OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. 16. FORCE MAJUERE. Except for the obligation for the payment of money, if either Party fails to fulfill its obligations hereunder when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement. 17. DISPUTE RESOLUTION. The City must use the dispute resolution process provided in Chapter 2260 of the Texas Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit in accordance with Chapter 107, Texas Civil Practice and Remedies Code. The City must submit written notice of a claim of breach of contract under this chapter to LINTS. Nothing in this Agreement waives or relinquishes the right of either Party to claim any exemptions, privileges and immunities as may be provided by law. 13. 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 a state court 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 EXHIBIT 2 19. ENTIRE REPRESENTATION. This Agreement contains the entire agreement between the Parties and supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the Agreement. No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas. 20. 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. 21. 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. 22. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. No modification of this agreement or waiver of the terms or conditions hereof shall be binding upon either party hereto unless approved in writing by an authorized representative, or shall be effected by the acknowledgement or acceptance of purchase order forms containing other or different terms and conditions whether or not signed by an authorized representative of the party. 23. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and, except as otherwise provided in this Agreement, their assigns. 24. 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. 25. CAPTIONS. The captions to the various provisions of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. 26. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the Parties specifically agree that: (1) the Agreement only affects matters /disputes between the Parties 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 UNTS or the 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 UNTS or the City. (Signatures on Following Page) EXHIBIT 2 The Parties have caused this Agreement to be executed by their duly authorized representative. UNIVERSITY OF NORTH TEXAS SYSTEM CITY OF DENTON, TEXAS 0 tam Date, City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -980, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager or his designee to enter into an Interlocal Agreement with the City of Copperas Cove, Texas, to provide for the City of Denton purchase of a model year 2000 used Scarab Windrow Turner for the City Landfill; providing for the expenditure of funds therefor; providing a savings clause; providing an effective date (File 5894 in the amount of $30,000). The Public Utilities Board recommends approval (7 -0). FILE INFORMATION This Agreement will allow the City of Denton to purchase a 2000 Scarab Windrow Turner from the City of Copperas Cove for a value equal to $30,000. This piece of equipment will allow the Solid Waste Department to blend various feedstock materials prior to placement into the landfill. These waste materials when placed in the landfill, enhance the biodegradation of the waste pack, increasing the recovery of landfill gas. This will enhance the gas production and collection systems, and generate additional renewal energy through the waste decomposition process. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 12, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. The City of Copperas Cove approved the Interlocal Agreement on September 1, 2015. RECOMMENDATION Approve an Interlocal Agreement with the City of Copperas Cove for the purchase of a 2000 Scarab Windrow Turner in the amount of $30,000. PRINCIPAL PLACE OF BUSINESS City of Copperas Cove Copperas Cove, Texas City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -980, Version: 1 ESTIMATED SCHEDULE OF PROJECT The City of Copperas Cove will transfer ownership of the Scarab Windrow Turner within thirty (30) days of execution of the Interlocal Agreement. FISCAL INFORMATION The purchase of the Turner will be funded from Solid Waste Capital Fund Account 660133595.1355.30100. Section 2 of the Interlocal Agreement provides that the City of Denton will make a one -time payment of $30,000 to the City of Copperas Cove. These funds will be delivered as stipulated in the Interlocal Agreement. EXHIBITS Exhibit l: Public Utilities Board Minutes Exhibit 2 Ordinance Exhibit 3: Interlocal Agreement Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Vance Kemler at 349 -8044. City of Denton Page 2 of 2 Printed on 10/15/2015 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 EXHIBIT 1 DRAFT MINUTES PUBLIC UTILITIES BOARD October 12, 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, October 12, 2015 at 9:00 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA A. PUB 15 -020 Consider a recommendation for approval of an Interlocal Cooperation Agreement between the City of Denton, Texas and the City of Copperas Cove, Texas to provide for the City of Denton to purchase a 2000 Scarab Windrow Turner from the City of Copperas Cove for $30,000. Board Member Russell pulled this item to ask a question. What is the life time of a piece of equipment like this? Scott Lebsack, Business Devel & Admin Dept. Mgr., answered we will keep it for about 10 years. It will not be heavily used. Board Member Carroll asked if we own a piece of equipment like this and does it work. Lebsack answered Solid Waste does not and the equipment does work. Board Member Jackson asked how much a new piece like this would cost. Lebsack answered about $300,000. Board Member Russell motioned to approve this item with a second from Board Member Parker. Vote 7 -0. Adjournment 10:32 a.m. EXHIBIT 2 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO AN INTERLOCAL AGREEMENT WITH THE CITY OF COPPERAS COVE, TEXAS, TO PROVIDE FOR THE CITY OF DENTON PURCHASE OF A MODEL YEAR 2000 USED SCARAB WINDROW TURNER FOR THE CITY LANDFILL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING A SAVINGS CLAUSE; PROVIDING AN EFFECTIVE DATE (FILE 5894). WHEREAS, the City of Denton Solid Waste Department located a used, serviceable windrow turner, which will assist in the operations of the landfill, in particular in the processing of liquid wastes prior to placing such waste on the face of the landfill; and WHEREAS, the City of Copperas Cove, Texas has agreed to sell said windrow turner to the City of Denton, Texas for a fixed price of $30,000 and such transaction is manifested by an Interlocal Cooperation Agreement; and WHEREAS, the City Council is of the opinion that such Interlocal Cooperation Agreement is in the best interests of its Solid Waste Department, in order to more efficiently process and dispose of liquid waste; and WHEREAS, the City Council finds that the Interlocal Cooperation Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Manager is hereby authorized to carry out the rights and duties of the City under the Interlocal Cooperation Agreement (hereafter the "Agreement ") under Section 271.102 of the Texas Local Government Code, and is further authorized to expend funds as provided for in said Agreement; which Agreement is attached hereto, incorporated by reference and made a part hereof. SECTION 3. If any section, subsections, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such validity. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. EXHIBIT 2 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: The State of Texas County of Denton EXHIBIT 3 INTERLOCAL COOPERATION AGREEMENT BETWEEN CITY OF DENTON, TEXAS AND CITY OF COPPERAS COVE, TEXAS This Interlocal Cooperation Agreement (the "Agreement ") is made and entered into this , between The City of Denton, Texas, (hereinafter "City of Denton ") and the City of Copperas Cove, Texas (hereinafter "City of Copperas Cove "), both entities being political subdivisions' of the State of Texas. WHEREAS, both the City of Denton and the City of Copperas Cove have the authority to enter into this Agreement pursuant to the authority granted by the "Texas Interlocal Cooperation Act," Chapter 791 of the Texas Government Code providing for the cooperation between local governmental bodies, the parties hereto, in consideration of the premises and mutual promises contained herein, agree as follows: WHEREAS, the contract is made under the authority of Sections 791.001 — 791.029 of the Texas Government Code; and WHEREAS, the City of Denton and the City of Copperas Cove represent that each are independently authorized to perform the functions or services contemplated by this Agreement; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; WHEREAS, the governing bodies of each party find that the subject of this contract is necessary for the benefit of the public and that each party has the legal authority to perform and to provide the governmental function or service which is the subject matter of this contract; furthermore, the governing bodies find that the contract is in the common interest of both parties; and that the of cost fairly compensates the selling party for the equipment detailed under this contract; and WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the health, safety, and welfare of the citizens of Texas, and in the interest of creating efficiencies and saving the City of Denton and the City of Copperas Cove taxpayer funding through cooperation in the purchasing of the equipment detailed within this contract; and NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: Recently, the City of Copperas Cove listed a 2000 Scarab Windrow Turner 12 Composter equipment for sale through an authorized auction company with a minimum acceptable offer of $40,000. City of Denton staff was alerted to the potential auction of the equipment, and contacted staff at the City of Copperas Cove in regards to the potential purchase of the equipment. The equipment went through the entire auction process and received no bids. At the conclusion of the auction, City of Denton staff requested to inspect the equipment to ensure it could be utilized in current City of Denton landfill operations. The equipment was determine to have remaining useful life, and would need some repairs to ensure increased longevity of the equipment. 2. Due to the necessity of repairs to the equipment, The City of Denton hereby agrees to purchase the 2000 Scarab Windrow Turner 12 Composter equipment, for thirty - thousand dollars and no cents ($30,000). 3. The City of Copperas Cove hereby agrees to sell the 2000 Scarab Windrow Turner 12 Composter equipment, for thirty - thousand dollars and no cents ($30,000). 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Posh mcrials ti,Lmagemens, Piivi aon (Jty int, Dcnfon 9CABTexas Succt 76200 OM n) I P) 7 1 W Civjr of (:A)pjYcg'aNs Ujiim' Finance Dqmyollcm IWAON: 1441) 9 1 A Saudi Make S; , Ste. I i d oppcnts ( u 1,iv,'Tvxas: 765 22 (20) 542 M%V) h. LndE5� A:gr Ti � �, mmAl'iso-id 0' wt des Agrcemcm 11-omMins tlw CIMPL' lgie,cmcm bunymn the pamhm amid sursctscdcs any moil) au ROM awev"WMS" or mhc par6cs rekakq,, 1c, suhpccii matImAW owl "nKmandnWq mamn=4 pumn6c, or huhmmArItS CkJeimiry �o dic �cTms of likk '�Jnxlmmt UMME lids Agrevincro, (amn; bc clwnw:d in lonrodmacd oxaRy, No ii,cHmI ag1cvnHMr Cit mly 01C CINApycc ol , my yearty hem m om Am the cmmkm of Ohs Agmeawnt sh-M afiect or mciddy any of the Lvvms om Obhgoao�ns lwn!mmdp!M 13,&jnmadmxnL 01, Anm2ndnnvnr to Ns Qcmmm; dmH be Mckm and himUng m6l„s and mod Na as mduced m11) imri6ng, ,am d Apmd by Qv moknizol repimmuohm, of Imod, pardes �R'6.jcggm QW, 116 Apummmz has be"i nmde vumhT "and AM! be gov roam ned by dw la',vs, nif dw p cne of'Fcxas, 1!Jjy," !N!!1�jrmanc��, llcrfoommm,;!:, �md afl tmmvos whited theleto shnfl be in Deem Wui, AxaN MAW a atvs M eancnclm I' Amilmhy 1L E� cimmAwLL F"ach pouty, h this AA pco"VWT a withiiaA y to ieni i koii'p mild pv�finnn 0'1l, 11'W and dw pcYspin S:im'gnyng thds 'Ngmcvuwnt on behalf ofvach parq, has been J'mriripvdy lwhmi,ia-'d ,Pond EXHIBIT 3 empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. ll. Waiver, Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in anyway affect the validity of this Agreement, any part hereof, or the right of either party thereafter to enforce each and every provision hereof. No term of this :agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 20. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 21. Assignment. This rlgreement and the rights and obligations contained herein may not be assigned by any party without the prior written approval of the other parties to this Agreement. 22. Force Majeure. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement. 23. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers the day and year first above written. CITY OF DENTON, TEXAS CITY OF COPPERAS COVE, TEXAS BY i 1 ' George Campbell, City Manager Andrea M. Gardner, City Manager DATI.? DX f „t x1 1, 'r: X1,11 u , " t Jennifer Walters, City Seuct�y.t, Citt APPROVED AS TO LEGAL FORM: 11'PR0 0) 1S . ` b l I :GAL FOIWM are ft g r,� Anita Burgess, c (�i Attorncv gcss City Attorney ,,, - n , City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -981, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) Bobcat Model T870 Skidsteer Loader for the City of Denton Solid Waste Department; and providing an effective date (File 5950- awarded to Bobcat Company in the amount of $74,243.17). The Public Utilities Board recommends approval (7 -0). FILE INFORMATION This item is an addition for the Solid Waste Department that was approved in the 2015 -16 Fiscal Year budget. The Bobcat Model T870 Skidsteer Loader will be purchased through the Buy Board Cooperative Purchasing Network Contract# 424 -13 (Exhibits 1 and 2). The City has purchased several Bobcat loaders and attachments in the past for various departments. The attachments typically cannot be used on other brands due to the advanced electrical and electronic control systems. Therefore, the Fleet Department is recommending the procurement of Bobcat loaders as a single source item. This will result in increased savings in parts stocking, repair familiarity, and more efficient operator training by standardizing the units (Exhibit 3). According to Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirement of competitive bidding. RECOMMENDATION Award the purchase of one (1) Bobcat Model T870 Skidsteer Loader from Bobcat Company in the amount of $74,243.17. PRINCIPAL PLACE OF BUSINESS Bobcat Company West Fargo, ND ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the skidsteer loader will occur within 90 days of purchase order issuance. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -981, Version: 1 FISCAL INFORMATION The Skidsteer Loader (Fleet ID4SW1683) will be funded from FY 2015 -16 Solid Waste Department Capital Budget Fund. A reimbursement resolution to approve initial funding from the FY 2015 -16 Capital Budget prior to the receipt of debt proceeds is being considered on the October 20, 2015 Council agenda. A requisition will be entered in the Purchasing software system after Council consideration of the funding. EXHIBITS Exhibit l: Quote Exhibit 2: Buy Board Contract Exhibit 3: Staff Single Source Memo Exhibit 4: Public Utilities Board Minutes Exhibit 5: Ordinance 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 10/15/2015 EXHIBIT I Product Quotation Quotation Number: 20053DO20768 Date: 2015 -09 -23 12:34:35 Ship to Bobcat Dealer Bill To City of Denton /Charles Rosendahl Bobcat of Dallas, Lewisville, TX City of Denton /Charles Rosendahl Attn: Charles Rosendahl 1302 SOUTH 1 -35 E Attn: Charles Rosendahl LEWISVILLE TX 75067 Denton, TX Phone: 469- 586 -0000 Denton, TX Fax: 972- 221 -3095 Contact: Ken Peterson Phone: 469 586 0000 Fax: 972 221 3095 Cellular: 214- 676 -2951 E Mail: rson 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 Installed A91 Option Package Cab Enclosure with Heat and AC High Flow Hydraulics Sound Reduction Hydraulic Bucket Positioning Power Bob -Tach catofdallas.com Part No Qty Price Ea. Total M0295 1 $53,113.20 $53,113.20 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 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 -A9I 1 $6,719.30 $6,719.30 Deluxe Instrument Panel Keyless Start Engine Block Heater Attachment Control Kit Cab Accessories Package Selectable Joystick Controls (SJC) M0295- ROI -CO4 1 $906.50 $906.50 Air Ride Seat M0295- R05 -Cl2 1 $209.30 $209.30 Radio M0295 -R26 -co2 1 $277.90 $277.90 Dealer Installed Forestry Applications Kit, M -Series 7230523 1 $7,798.00 $7,798.00 Engine Compartment Seal kit 7179952 1 $814.97 $814.97 Attachments 80" Industrial Bucket Grapple 7168339 1 $3,426.50 $3,426.50 Total of Items Quoted $73,265.67 Dealer Assembly Charges $977.50 Quote Total - US dollars $74,243.17 Notes: Quoted Off the Buyboard Contract #424 -13 Make PO Out to: Bobcat Company PO Box 6000 EXHIBIT 1 West Fargo, ND 58078 All prices subject to change without prior notice or obligation. This price quote supersedes all preceding price quotes. Customer must exercise his purchase option within 30 days from quote date. Customer Acceptance: Purchase Order: Authorized Signature: Print: Sign: Date: r -a R 0. Box 400 Austin, TX 78767 -0400 800.695.2919 / 512.467, 0222 / Fax. 800.211.5454 uybcard. corm September 18, 2015 Sent via Email to:crystal.stram(&doosan.com Mike Kotzbacher Bobcat Company 250 East Beaton Drive West Fargo ND 58078 Re: Construction, Road, Bridge, & Other Equipment BuyBoard Contract 424 -13 The contract that the Local Government Purchasing Cooperative (BuyBoard) awarded your company under the Construction, Road, Bridge, & Other Equipment Proposal, RFP 424 -13, will expire September 30, 2015. At this time, we are renewing your contract through September 30, 2016. This will be the final renewal of this contract. All discounts, terms, and conditions of your proposal contract will remain the same. If you agree with the renewal, there is nothing you need to do. However, if you do not agree to this renewal, you must notify me immediately via email at connie.burkettCa-)_tasb.org. Reminder: The receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting orders directly from a member entity may result in a violation of the State of Texas competitive bid statutes, and could cause cancellation of this proposal award. Therefore, all orders must be processed through the Cooperative in order to comply with the contract. We request your assistance in immediately forwarding any orders received directly from member entities. Purchase orders may be sent to us either by fax (800- 211 -5454) or by email (infoa- buvboard.com). If by chance an order sent directly to you has been unintentionally processed, please forward it to the Cooperative and note it as RECORD ONLY to prevent duplication. If you have questions or comments concerning this renewal, please contact me as soon as possible at connie.burkett @tasb.org. We appreciate your interest and participation in The Local Government Purchasing Cooperative. Sincerely, Connie W Burkett Contract Administrator the Local Governmefrt /'u1vlxars1v (oope(ative is enovlsed by the fexas Assoca,atim of School Bva,d u is (ex,'.s Mumicipal 1. pyve Tense Association of Counties, and Me lexas A,55o i,,�Uon or Scliool Adrninlslrxtors. P.O. Box 400 Austin, FAY 70767 -0400 000.695.2919 / 512.457.0222 / Fax: 000,211.5454 huy board. cam September 8, 2014 Sent via email to: crystal.stram(d)-doosan.com Mike Kotzbacher Bobcat Company 250 East Beaton Drive West Fargo ND 58078 Re: Construction, Road, Bridge, & Other Equipment BuyBoard Contract 424 -13 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract for Construction, Road, Bridge, & Other Equipment, Proposal 424 -13, effective October 1, 2013 through September 30, 2014, with two possible one -year renewals. At this time, we are renewing your contract through September 30, 2015. All discounts, terms, and conditions of your proposal contract will remain the same. If you agree to this renewal, there is nothing you need to do. However, if you do not agree to this renewal, you must notify me immediately via email at connie.burkett @tasb.org. Reminder, once a BuyBoard contract is awarded, vendors must generate a minimum of $15,000 annually or they may not be offered a contract renewal. Evaluations will be made annually, prior to the expiration date of the contract term, and the BuyBoard reserves the right to discontinue the vendor's contract at that time. If you have questions or comments concerning this renewal, please contact me as soon as possible at connie.burkett @tasb.org. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, Connie W Burkett Contract Administrator y The Local Govcrreaf fluich thg Cooperative is rndol, d by the Ti x s Assuciation utSt hool fvards, s �a�s °, Pc as Murrrr q)al G r,a,frFC 'eras Association of Counties, arch the has Assacratr���r� rxY,Srhraal Adini lslarators. P.O. Box 400 Austin, TX 78767-0400 66B.695.2919 / 512.467,0222 / Fax: 800.277.5454 huyhoard.cofll July 25, 2013 Sent Via E-mail: crystal.stram@doosanxom Mike Kotzbacher Bobcat Company 250 East Beaton Drive West Fargo ND 58078 Proposal Name & Number: Construction, Road & Bridge, Ditching, Trenching & Utility Equipment #424-13 Congratulations, your company has been successful on the above referenced proposal! This contract will be effective October 1, 2013. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To see the items your company has been awarded, please review the proposal tabulation #424-13 on the following web-site: wvvw.vendor.buyboard.com. Only items marked as awarded to your company can be sold through the BuyBoard contract, In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Attached to this letter you will find the following documents: Vendor Quick Reference Sheet Electronic Catalog Format Instructions Vendor Billing Procedures Receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting orders directly from member entities may result in a violation of the State of Texas competitive bid statute and cancellation of the proposal award therefore all orders must be processed through the Cooperative in order to comply. We request your assistance in immediately forwarding by fax (1-800-211-5454) to the cooperative any orders received directly from member entities. If by chance an order sent directly to you has been unintentionally processed, please fax it to the Cooperative (1-800-211-5454) and note it as RECORD ONLY to prevent duplication. Per proposal specifications, awarded vendors will have 60 days to submit their electronic catalog including pricing. If the electronic data is not provided within 60 days of notice of award, we reserve the right to inactivate any company's award information from the BuyBoard until such time the electronic data is received. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact me at 800-695-2919 ext. 7127. Sincerely, Melonie Perry Bid Administrator T— The Local Governitiait Purchasing Cooperatives endorsed by Ilia texas AssocOtton otSchoal Boards, Texas bhitricipatLeagve, Texas Association ofCortflAs, and the APft Air I Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 , www.vendor.buyboard.com Proposal Name: Construction, Road, Bridge, Ditching, Trenching, Utility and Other Equipment Proposal Number: 424-13 Contract Time Period: October 1, 2013 through September 30, 2014 with two (2) possible one-year renewals. Proposal Opening Date and Time: April 25, 2013 at 2:00 PM Location of Proposal Opening: Texas Association of School Boards, Inc. BuyBoard Department 12007 Research Blvd, Austin, TX 78759 Anticipated Cooperative Board Meeting Date: July 2013 A Name of Piop6sing Company _71r_71_1 �qt)/ Street Address Sig -nLure of Authorized Company Official City, State, Zip �1 76i- zqi- 976)D - Telephone Number of Authorized Company Official -76>/- 70- 70 ) Fax Number of Authorized Company Official Printed Name of Authorize b Company Official I [D _V1 64 �� Position or Title of Authorized Company Official Federal ID Number The proposing company {"you" or "your' } hereby acknowledges and agrees as follows: 1. You have carefully examined and understand all Cooperative information and documentation associated with this Proposal Invitation, including the Instructions, General Terms and Conditions, Attachments/Forms, Item Specifications, and Line Items (collectively "Requirements'}; 2. By your response ("Proposal's to this Proposal Invitation, you propose to supply the products or services submitted at the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be claimed; FORM A— PAGE 1 Prkoo'1.14 Form 1-1-2012 PAPER L 80a rd o Capparative Purchasing 12007 Research Boulevard I Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 , www.vendor.buyboard.com 4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in the Proposal), including without limitation the Requirements related to: a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similar customers; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by another governmental entity, in which event you will offer the awarded goods and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format for posting on the BuyBoard as a prerequisite to activation of your contract; 5. You have clearly identified any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public Information Act request or similar public information law; 6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a Form) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 7. You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and 8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other remedy or action provided for in the General Terms and Conditions or by law. FORM A — PAGE 2 Form 1-1-2012 PAPER 20% AW d Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 , www.vendor.buyboard.com E ORDER, REQUEST FOP, QUOTES, AND INVOICE Company: b t ij ZI )n) L A General Contact Name: Purchase orders: Purchase orders from Cooperative members will be available through the Internet or by facsimile. Option 1: Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to vendors that choose this option to assist them with retrieving their orders. Option 2: Fax. Vendors need a designated fax line available at all times to receive purchase orders. Please choose only one (1) of the following options for receipt of purchase orders and provide the requested information: I will use the INTERNET to receive purchase orders. E-mail Address: 4�k tn- "0 Internet Contact: Of' u4 lei 1 '_'!5 l� —Phone: Alternate E-mail Address: � Crrl W/vA 1 Alternate Internet Contact: I-ar; ;:?Zt5�roiy Phone: 2 ❑ I will receive purchase orders via FAX. Fax Number: Fax Contact: Phone: Request for Notes ("RFO"): Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: E-mail Address: I/ I it - B/ 11 _Z4 if. Alternate E-mail Address: Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal Invitation. All invoices are sent via e-mail. Please provide the following address, contact and e-mail information for receipt of service fee invoices and related communications: I ez)o Mailing address: PL _L Department: Cxv City: Stater Zip Code: Contact Name: -701 - 27"1 7 ��*(A J�j Phone- Fax:701-96'0-7916 E-mail Address: NO&z a , f.1 �)Afl Alternative E-mail Address: FORM B Form 1-1-2012 PAPER JVYH BIT 2 0 DDV,6.4rd Cooperative Purchasing 12007 Research Boulevard , Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 • www.vendor,buyboard.com FELONY CONVICTION DISCLOSURE AND DEBARMENT CERTIFICATION FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." Please check (,Z) one of the following: ❑ My company is a publicly-held corporation. (Advance notice requirement does not apply to publicly-held corporation.) %0' my company is not owned or operated by anyone who has been convicted of a felony. ❑ my company is owned/operated by the following individual(s) who has/have been convicted o a felony: Name of Felon(s): Details of Conviction(s): By signature below, I certify that the above information is true, complete and accurate and that I am authorized by my company to make this certification. Cj,,rk J�_7.qjpj, ofvqj1'j OUIA ( It n\.( 11 �Gi ("o rn "") cl o'�_ Company 'Name Signature of Authorized l Company Official Printed Name DEBARMENT CERTIFICATION Neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension," as described in the Federal Register and Rules and Regulations. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Compan> Name I -� C) -C 1 A)a�Islel ri aqtureof &CC d domp&y Official Printed Name FORM C Form 1-1-2012 PAPER IBIT 2 0 LtgMolc4rd Cooperative PUrchasiny 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 1 FAX: 800-211-5454 , www.vendor.buyboard.com RESIDENT/ NONRESIDENT CERTIFICATION Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a "resident" proposer is a person whose principal place of business is in Texas, including a person whose ultimate parent company or majority owner has its principal place of business in Texas. A "nonresident" proposer is a person who is not a Texas resident, Please indicate the status of your company as a "resident" proposer or a "nonresident" proposer under these definitions. Please check (-V) one of the following. ❑ I certify that my company is a Resident Proposer. �( I certify that my company is a Nonresident Proposer. If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of business is located): �(( t4 61M zzj C - Ino Ar - Company Name Address KJesf f MA - -7y City f State Zip Code X Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? ❑ Yes No B. What is the prescribed amount or percentage? Kil VENDOR EMPLOYMENT CERTIFICATION Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor's ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas. If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check (V one of the folio lm� MINIM By signature below, I certify that the information in Sections 1 (Resident/Nonresident Certification) and 2 (vendor Employment Certification) above is true, complete and accurate and that I am authorized by my company to make this certification. O'kkrK F= -, , jl pvoveolljxaq d6c, 60bNf ttIMML/ Company N6me / — I o C, -grature orAu—tho'�dl'))ttCom any —Official Printed Name Form 1 -1 -2012 PAPER MD aft, IN MBIT 2 rd Cooperative Purchasing 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 * www.vendor.buyboard.com MINORITY/WOMEN-OWNED BUSINESS ENTERPRISE/ HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION A proposer that has been certified as a Minority/Women Business Enterprise (also known as a "Historically Underutilized Business" or "HUB" and all referred to in this form as a 'MWBE") is encouraged to indicate its MWBE certification status when responding to this Proposal Invitation. The electronic catalogs will indicate MWBE certifications for vendors that properly indicate and document their MWBE certification on this form. Please check (-V) all that apply ❑ I certify that my company has been certified as a MWBE in the following categories: ❑ Minority Owned Business ❑ Women Owned Business Certificate Number: Name of Certifying Agency: My company has NOT been certified as a MWBE. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. elckr V ('empeaw( abc, I I I A 0 Sig-Wature of XutWized dompany Official N Printed Name FORM E Form 1-1-2012 PAPER %79644rd 0 Cooperative Purchaslity 12007 Research Boulevard • Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 , www.vendor.buyboard.com DEVIATION AND COMPLIANCE SIGNATURE FORM If your company intends to deviate from the General Terms and Conditions, Item Specifications or other requirements associated with this Proposal Invitation, you must list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form, an attachment to this form, or elsewhere in your Proposal. (If you do not provide the information on or as an attachment to this form, the information must be clearly identified in your Proposal.) The Cooperative will consider any deviations in its contract award decision, and reserves the right to accept or reject a proposal based upon any submitted deviation. In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Item Specifications and all other requirements associated with this Proposal Invitation if awarded a contract under this Proposal Invitation. eNO; Deviations ❑ Yes; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INFORMATION: 1. Shipping Via; o'Common Carrier ❑ Company Truck ❑ Other: 2. Payment Terms.,Z Net 30 days ED1% in 10/Net 30 days ❑ Other: 3. Number of Days for Delivery: ARO 4. Vendor Reference/Quote Number: A)IR 5. State your return policy: I 1"(-) e &U01 yk'�){ A 6, Are electronic payments acceptable? *es ❑ No C g7�,A A MMM54-101 — aff, -- — Com, ny Na I 4 Printed Name I CS) , Ia ef eU dlr� FORM IF Form 1-1-2012 PAPER &578;644rd 0 Cooperative Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 1 www.vendor.buyboard.com If you have more than one location that will service a contract awarded under this Proposal Invitation, please list each location below. If additional sheets are required, please duplicate this form as necessary. 1049 Company Name Address City Phone Number Contact Person Company Name Address City Phone Number Contact Person State Zip Fax Number State Zip Fax Number FORM G Form 1-1-2012 PAPER Bobcat, Associated Supply Co Associated Supply Co Associated Supply Co Associated Supply Co Bobcat of Abilene Bobcat of Austin Bobcat of Beaumont Bobcat of Dallas Bobcat of Fort Worth Bobcat of Houston Bobcat of Houston/Conroe Bobcat of Houston/Pearland Bobcat of Longview Bobcat of San Antonio Ledwell & Son Enterprises Ranchers ATV and Tractor Tom Growney Equipment Valley Ditch Witch Inc Valley Ditch Witch Inc World Lift Truck, Inc. EXHIBIT 2 Bobcat Company — Government Dept. 250 E Beaton Drive West Fargo, ND 58078 Tel (701) 241 -8700 Fax (701) 280 -7860 www.Bobeat.com 2102 SLATON HIGHWAY P. 0. BOX 3888 LUBBOCK, TX 79404 -3888 US 3412 KERMIT HIGHWAY ODESSA, TX 79764 US 2900 HENRY S GRACE WICHITA FALLS, TX 76302 US 7576 140 EAST P.O. BOX 31210 AMARILLO, TX 79118 US 2257 SOUTH TREADAWAY BLVD ABILENE, TX 79602 16336 IH 35 NORTH AUSTIN, TX 78728 -2503 US 1535 E. CARDINAL DRIVE BEAUMONT, TX 77705 US 415 NORTH LOOP 12 P.O. BOX 152470 IRVING, TX 75061 US 2727 EAST LOOP 820 SOUTH FORT WORTH, TX 76119 -1855 US 18340 NORTHWEST FWY HOUSTON, TX 77065 US 4209 NORTH FRAZIER STREET CONROE, TX 77303 14525 ALMEDA SCHOOL ROAD HOUSTON, TX 77047 US 1511 WEST MARSHALL LONGVIEW, TX 75604 -5116 US 4318 DIRECTOR DRIVE SAN ANTONIO, TX 78219 -3204 US 910 E Loop Drive TEXARKANA, TX 75501 -6645 US 3201 JUNCTION HIGHWAY INGRAM, TX 78025 US 11323 ROJAS EL PASO, TX 79936 -6422 US 949 CANTWELL LANE CORPUS CHRISTI, TX 78407 -1701 US 2801 SOUTH US 83 HARLINGEN, TX 78550 US 419 ENTERPRISE BLVD HEWITT, TX 76643 (806) 745 -2000 (432) 337 -2823 (940) 687 -2726 (806) 372 -8386 (325) 673 -7361 (512) 251 -3415 (409) 835 -2200 (469) 586-2900 (817) 654 -2202 (281) 477 -8646 (936) 856 -6132 (713) 413 -2200 (903) 758 -5547 (210) 337 -6136 (903) 838 -6531 (830)- 367 -3201 (915)598 -I133 (361) 884 -3959 (956) 425 -4300 (254)-666 -1669 IBIT 2 Cooperative Purchasing 12007 Research Boulevard I Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 'www.vendor.buyboard,corn TEXAS REGIONAL SERVICE DESIGNATION Unless you designate otherwise on this form, you agree to service members of The Local Government Purchasing Cooperative statewide! I The Cooperative (referred to as "Texas Cooperative" in this Form Hand Form Jr, State Service Designation) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. Additionally, if you do not plan to service Texas Cooperative members (I e., if you will service only states other than Texas), you must so indicate on this form. Regional Education Service Centers tai{( 0— t t o"'I C?ppaqy qamq f ignature oTIAUthotized Company Official I- Q i "Q U11400 Printed Name I I will service Texas Cooperative members statewide. ❑ I will not service Texas Cooperative members statewide. I will only service members in the regions checked below: ❑ I will not service members of the Texas Cooperative. FORM H Form 1-1-2012 PAPER Re ion Headquarters ❑ i Edinburg ❑ 2 Corpus Christi ❑ 3 Victoria ❑ 4 Houston ❑ 5 Beaumont ❑ 6 Huntsville ❑ 7 Kilgore ❑ 8 Mount Pleasant ❑ 9 Wichita Falls ❑ 10 Richardson ❑ ii Fort Worth ❑ 12 Waco ❑ 13 Austin ❑ 14 Abilene ❑ 15 San Angelo ❑ 16 Amarillo ❑ 17 Lubbock ❑ is Midland ❑ 19 E[Paso ❑ 20 San Antonio ❑ I will not service members of the Texas Cooperative. FORM H Form 1-1-2012 PAPER u ❑� Cooperative Purchasing 12007 Research Boulevard , Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 , www.vendor.buyboard.com STATE SERVICE DESIGNATION The Cooperative offers vendors the opportunity to service other governmental entities in the United States, including intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete this form if you plan to service the entire United States, or will service only the specific states indicated. (Note: If you plan to service Texas Cooperative members, be sure that you complete Form H, Texas Regional Service Designation.) [ (11 will service all states in the United States. E] I will not service all states in the United States. I will service only the states checked below: ❑ Alabama ❑ Alaska ❑ Nebraska ❑ Arizona ❑ Nevada ❑ Arkansas ❑ New Hampshire ❑ California (Public Contract Code 20118 & 20652) ❑ New Jersey ❑ Colorado ❑ New Mexico ❑ Connecticut ❑ New York ❑ Delaware ❑ North Carolina ❑ District of Columbia ❑ North Dakota ❑ Florida ❑ Ohio ❑ Georgia ❑ Oklahoma ❑ Hawaii ❑ Oregon ❑ Idaho ❑ Pennsylvania ❑ Illinois ❑ Rhode Island ❑ Indiana ❑ South Carolina ❑ Iowa ❑ South Dakota ❑ Kansas ❑ Tennessee ❑ Kentucky ❑ Texas ❑ Louisiana ❑ Utah ❑ Maine ❑ Vermont ❑ Maryland ❑ Virginia ❑ Massachusetts ❑ Washington ❑ Michigan ❑ West Virginia ❑ Minnesota F-1 Wisconsin ❑ Mississippi ❑ Wyoming ❑ Missouri ❑ Montana This form will be used to ensure that you can service other governmental entities throughout the United States as indicated. Your signature below confirms that you understand your service commitments during the term of a contract awarded under this proposal. Company Nam et A wo a ignature of Auth 'rized" ompany OfficiaT Printed Name FORM I Form 1-1-2012 PAPER LqMhi.4rd U V Cooperative Purchasing 12007 Research Bnuksmnd ' Austin, Texas 7875Q'3439 PH: 800-695-2919 ^ R0(: 800-211-5454^*vmmvendorbuyboard.cum In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be "piggy-backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas ba serve its members throughout the United States. If you agree hobe considered for a piggy-back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members |Othe states you have indicated on Form I, State Service Designation, iO your Proposal. NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT By signing this form, Proposer (referred to in this Agreement as "Vendor") agrees as follows: 1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative") awards Vendor contract under this Proposal Invitation ("Underlying Award"), the National Purchasing Cooperative ("National Cooperative") may - but is not required to -"p|ggy-back" on or re-award all or a portion of that Underlying Award ("Piggy-Back Award"). By signing this National Cooperative Vendor Award Agreement ("Agreement"), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein. 2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator /"QWyBoanJ Administrator") will notify Vendor in vVMUDg of such Piggy-Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration WaUs of the Underlying Award, subject to annual renewals asauthorized in writing by the BuyBoand Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no iDted|DeaUons or changes to this Agreement bv Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBm3nd Administrator |nwriting. 3. Vendor agrees that it shall offer its goods and services hz National Cooperative members atthe same unit pricing and same general terms and conditions, subject to applicable state laws in the State of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those |O the Underlying Award. 4. Vendor hereby agrees and confirms that it will serve those states it has designated on Form I (State Service Designation FurOn\ of this Proposal Invitation. Any changes to the states designated on FV[[n I must be approved in writing by the BuyBOardAdministrahzr, 5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy-Bach Award. Vendor shall remit payment to National Cooperative on such schedule as ii specifies (which shall not be more often than monthly). Further, npVO request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members for purposes Of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National Cooperative members |n order tn verify the accuracy nf service fees. FORM 3 — PAGE I Form 1-1-2012 PAPER D"kk %%-----F.2W1B1T 2 rd Cooperative Purchasing 12007 Research Boulevard , Austin, Texas 78759-2439 PH: 800-695-2919 * FAX: 800-211-5454 • www.vendor.buyboard.com 6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict. 7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia. 8. Vendor acknowledges and agrees that the award of a Piggy-Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy-Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein. WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement. CII(Arll- F�IY aj4 (1tryony dbo'- Rrlholi Name of Vendor �-Signature of XAorizeh Company Official Date -- / t--) Proposal Invitation Number '10'f I L (U\j met (I Printed Name of Authorikd Company Official FORM 3 — PAGE 2 Form 1-1-2012 PAPER IT 2 W0 ambar al - Cooperative Purchasing 12007 Research Boulevard * Austin, Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 • www.vendor.buyboard.com FEDERAL AND STATE/ PURCHASING COOPERATIVE DISCOUNT COMPARISON FORM The Cooperative strives to provide its members with the best services and products at the best prices available. The Cooperative determines whether prices/discounts are fair and reasonable by comparing prices/discounts stated in your Proposal with prices/discounts you offer federal and state entities and other interlocal purchasing cooperatives (collectively referred to as "purchasing cooperative" in this form). Please respond to the following questions. 1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $ A211 ft —.—(The period of the 12 month period is j_). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). 2. Based on your written discounting policies are the discounts you offer the Cooperative equal to or better than the best price you offer other purchasing cooperatives acquiring the same items regardless of quantity or terms and conditions? NEU 3. Based on your written discounting policies, provide the information requested below for other purchasing cooperatives, either in the chart below or in an equivalent format. Rows should be added to accommodate as many purchasing cooperatives as required. PURCHASING GROUP DISCOUNT (0/6) QUANTITY/VOLUME FOB TERM 1. Federal General Services Adm. 2. T-PASS 3. U.S. Communities Purchasing Alliance 4. The Cooperative Purchasing Network 5. Houston-Galveston Area Council 6. Other ❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYBOARD VENDORS If you are a current BuyBoard vendor, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts. Current Discount (0/o): 1 Proposed Discount (0/o): Explanation: By signature below, I certify that the abgve is true, complete and accurate and that I am authorized by my company to make this certification. r_—vN1P flqAf (iw�rw d ba- t OCAMQ q ti j Company Name / A C-) e ) u KlAel/\ X Sign tore of Authors A Cor)npany Official Printed Name I FORM K Form 1-1-2012 PAPER FXHIBIT 2 a .rd Cooperative Purchasing 12007 Research Boulevard * Austin, Texas 78759-2439 PH: 800-695-2919 * FAX: 800-211-5454 • www.vendor.buyboard.com PART I: For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. Provide the information requested below, including the existing price/discounts you offer each customer. The Cooperative determines whether prices/discounts are fair and reasonable by comparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entijy Name Contact Phone# Discount Volume FOB Term / i d ee Well'en F 51 Do you ever modify your written policies or standard ggvernmental sales practices as identified in the above chart to give better discounts (lower prices) than indicated? YES El NOR If YES, please explain: PART 11: For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accents all or cart of your Proposal. Attach additional pages if necessary. By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. Co ny �e- n I i hon ed Company Official (signature oTAu�horiied Company Printed Name FORM L Form 1-1-2012 PAPER EXHIBIT 2 ,,, *z�-- HO& o b c a * Entity Name Contact Phone # Discount Quantit FOB Term City of Haltom Bei4'kurecka 817-222-7761 30% I'3250SSL Destination City nfDenton Mike Ellis 940-349'8200 300 1`A300 AVVS Destination Childress Ind School District Bennie Ford 840-937-2501 ]U% 1-S220 35L Destination City ofBorger Ks|phGar|es 806-231-9546 30% 1-Concrete Mixer Destination City ofAustin Esmera|da Rodriguez 512-974-2500 20% l-220O Utility Vehicle Destination Bohn a EXHIBIT 2 Bobcat Company — Government Dept. 260 E Beaton Drive West Fargo, No 58078 Tel (701) 241-8700 Fax (701) 280-7860 www.Bobcat.com Clark Equipment- CoMpany dba Bobcat Company Mark-efin_ Strategy Bobcat Company will notify all Bobcat dealers of the award for this contract. Bobcat will provide contracted price books to all dealers who will then supply each salesman with the contracted price books. Along with the price books a current members listing will also be issued. This will enable all Bobcat salesmen to pursue the current members in their territory with notification of the award along with the current contracted price pages. Bobcat Company will also provide all Bobcat Field Representatives, all dealers and all salesmen with training. This training will consist of the equipment, options and accessories that are on contract along with terms, discounts and pricing information. Govern rent Sales Bobcat Company EXHIBIT 2 w oarit D e ?Cooperaffve Purchasing 12007 Research Boulevard ' Austin, Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' www.vendor.buyboard.com CONSTRUCTION EQUIPMENT, ROAD AND BRIDGE EQUIPMENT, DITCHING/TRENCHING/ UTILITY EQUIPMENT AND OTHER EQUIPMENT PROPOSAL NO. 424-13 r The following information becomes a permanent part of the Proposal Invitation document: ADVERTISEMENT DATE: The original proposal opening date that was advertised was April 17, 2013. CORRECTION: The new proposal opening date is April 25, 2013, and this is the date included in the Proposal Invitation. Please sign and return one copy of the addendum with proposal as verification of receipt and compliance with addendum information. 4L � t Company Name: L ' 4,2,,ft) F-ITOTAT M- Signature of Authorized �ej Company Official: Title: -1d Cl Telephone Number: —70 1 Date: DWffiiard Cappvrative Purchasing 12007 Research Boulevard I Austin, Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 * www.vendor.buyboard.com FORMS CHECKLIST (Please check (-V) the following) Completed: Proposer's Agreement and Signature (Form A) Completed: Vendor Purchase Order, Request for Quotes, and Invoice Receipt Options (Form B) Completed: Felony Conviction Disclosure and Debarment Certification (Form C) Completed: Resident/ Nonresident Certification (Form D) Completed: Historically Underutilized Business (HUB) Certification (Form E) Completed: Deviations/ Compliance Signature Form (Form F) Completed: Dealership Listings (Form G) Completed: Texas Regional Service Designation (Form H) ACompleted: State Service Designation (Form I) Completed: National Purchasing Cooperative Vendor Award Agreement (Form 1) Completed: Federal and State/ Purchasing Cooperative Discount Comparison Form (Form K) Completed: References and Price Discount Information (Form Q 0, Completed: Forms Checklist (Form M) *Catalogs l Pricefist 5 Must be submitted with pro, onse or response will not be FORM M Form 1-1-2012 PAPER M Z c 0 13) CL 0 8 41 W r- E cr Lu 0 2 0 0 V m 0- O CL 4� = = Ij E C 4-1 E :Lj 0 Cfl 0 ce t g:g� -,gg 0M. 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E v 0 4� Q) 4-+ In 4i UXJ .1i .0i 4j 13 0 'E U LR 0 0 fA 0 cu S) m m ru IC CL CL O I- 0 4- Ci 0 4.J m X M u o l iii U 0 U W M 4- fu E v m ) ro fu m -P - m fu fo w w 0 U u fu AA fu U_ 0- LL u U_ U_ Q U_ LE U_ GI ce 0 o 0 0 0 0 40- 0 m 0 CL 0 U) I- Q-- 45 0 m > - . 0 4.J M CL 0 4m. — 4� 0 V) 0 to 1-1 la E 'o U C u 4) L) N Q 0 U M 0 U M 0 Cr 0 Lu -,-a 4.1 u , Q — 0 Q cn ti. C: 0) 4� LU a cn CL 4� C al .@ 0- 4� C M C CL 0 W C cn E CL r C: M 2. E B 0 :3 0 :3 0 0 1 - :3 0 CL :3 a 0 0 U ru 0 w Ou oLh 0 m 0 .5 Ou fu 461 1 Aj Cr U) 41 m m o a u j a u u in u LU 0 8 u CL u LU 'M Ln rr co CL 0 CL p zz E -0 LU 8- z _j 0 u CL .0 EXHIBIT 3 MEMORANDUM DATE: September 30, 2015 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente S ( l B J F, CT: Bobcat Skid Steer Loaders The City has purchased several Bobcat skid steer loaders in the past for various departments including 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 other brands of loaders. We purchased a John Deere loader recently with a dealer provided interface cable designed to operate bobcat attachments (we were told) and some of the functionality was lost. City of Denton operating departments currently have several attachments to work with the Bobcat loaders and it is not feasible to replace them each time a different brand loader is purchased. Fleet Services is recommending the purchase of Bobcat for fleet replacements whenever an available model fits our replacement specifications based on fleet standardization. Standardization minimizes costs and improves efficiencies relating to technician training, diagnostic software, required specialty tools and stocking of replacement parts. I believe standardization to the Bobcat model skid steer loader is the best value and I am requesting authorization to make this purchase based on fleet standardization. Regards, Fleet Services Superintendent 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD October 12, 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, October 12, 2015 at 9:00 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA E. PUB15 -031 Consider recommending adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) Bobcat Model T870 Skidsteer Loader for the City of Denton Solid Waste Department; and providing an effective date (File 5950- awarded to Bobcat Company in the amount of $74,243.17). Motion was made to approve item E by Board Member Russell with the second by Board Member Bynum. The vote was 7 -0 approved. Adjournment 10:32 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF ONE (1) BOBCAT MODEL T870 SKIDSTEER LOADER FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 5950 - AWARDED TO BOBCAT COMPANY IN THE AMOUNT OF $74,243.17). 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 5950 Bobcat Company $74,243.17 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, EXHIBIT 5 conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5950 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 A BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -982, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of Laserfiche Document Imaging Application upgrade to version 9.3 on the RIO Licensing Platform, software maintenance, additional licensing for Laserfiche Forms Package, and software enhancements as approved by the State of Texas Department of Information Resources (DIR) Contract Number DIR -SDD -2502; providing for the expenditure of funds therefor; and providing an effective date (File 5954- awarded to MCCi, LLC in the not -to- exceed amount of $305,000). FILE INFORMATION The City of Denton utilizes the Laserfiche Document Imaging Application to support daily operations in many of the City's departments. The departments include the following: Accounting /Payroll, Budget/Treasury, Building Inspections, City Manager's Office /City Secretary, Electric Administration, Electric Engineering, Facilities Management, Fire, Human Resources, Legal, Library, Municipal Court, Municipal Judge, Planning, Police, Purchasing, Risk Management, Solid Waste Disposal, Technology Services, Wastewater Administration, Water Customer Service, Water Distribution, Water Engineering, Water Production, and Water Utility Administration. Each of these departments depend on Laserfiche workflows to effectively move and archive documents to enhance job efficiencies. The City has been using Laserfiche since April 2000 to streamline its documents and records process management. With the upgrade to version 9.3 from 8.2.687, the departments will be able to leverage many new features of the application, such as the following: • Integrations with other City applications such as SharePoint and Docusign. • Increase staff productivity with automated e -mail notifications, document routing and reporting. • Ability to access Laserfiche from the field to monitor business processes from smartphones and tablets. • A different licensing model - currently, the City is using a concurrent user model, where employees are limited to 75 people accessing Laserfiche at a time. The new Laserfiche Enterprise Content Management (EMC) RIO Licensing Platform will be a named user model based on the number of employees who will be using the system. This will result in guaranteed access every time. In order to achieve the best value for Laserfiche applications, the City of Denton conducted two solicitation processes. First, a Request for Proposal (RFP) was sent to 413 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the City of Denton Page 1 of 3 Printed on 10/15/2015 File #: ID 15 -982, Version: 1 local newspaper. Two proposals from two value -added resellers (VAR), DocuNav Solutions (DocuNav) and Zeno Digital Imaging were received. The Zeno Digital Imaging proposal did not meet the minimum qualifications. The proposal from DocuNav was evaluated based upon published criteria including price, delivery timeframe, compliance with specifications, and indicators of probable performance. Second, a quote was obtained from MCCi, LLC (MCCi) through the Texas Department of Information Resources contract program (DIR). A best value comparison was then conducted by staff with MCCi submitting the lowest overall price for the same products and services required for the Laserfiche software upgrade and its subsequent maintenance and support services (Exhibit 1). The City will save $66,792 by awarding the contract through the DIR contract quote provided by MCCi, therefore this is the best value for the City. Most of the savings will be derived from MCCi's implementation services for the software upgrade. As part of the contract, MCCi will provide a Texas representative, who resides in Denton County, to the City. MCCi is a Laserfiche Gold Certified VAR. Positive references were received from other Texas cities who are currently using MCCi for their Laserfiche support services. RECOMMENDATION Approve the purchase of Laserfiche Document Imaging Application upgrade to version 9.3 on the RIO Licensing Platform, software maintenance, additional licensing for Laserfiche Forms Package and software enhancements from MCCi, LLC in the not -to- exceed amount of $305,000. This amount includes $128,053.59 for the upgrade and first year's maintenance, $70,583.50 for maintenance for year 2016 -17, $70,583.50 for maintenance for year 2017 -18, and a contingency amount of $35,779.41 for additional licenses and professional services for enhancements from the Laserfiche Users Meeting. PRINCIPAL PLACE OF BUSINESS MCCi, LLC Tallahassee, Florida FISCAL INFORMATION Funding for the upgrade and forms package is budgeted in the Technology Services Fund Capital account 840055744.1355.30100. Funding for the annual software maintenance is budgeted in the Technology Services Fund operating account 830500.6504. Requisition# 126068 has been entered in the Purchasing software system for the first year's cost. EXHIBITS Exhibit l: Pricing and Service Comparison Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 2 of 3 Printed on 10/15/2015 File #: ID 15 -982, Version: 1 For information concerning this acquisition, contact: Melissa Kraft at 349 -7823. City of Denton Page 3 of 3 Printed on 10/15/2015 h rvvm d by I cx:ls i''I rl H H I Y W L O H V G f0 G Gl CG G .O G H N J m N QC � G V V � H V G1 by OJ = V 4 H � OJ m N J n Li °o a '^ O °m °o ¢ °o m Li Li °co Z ro Ln a o00 2 rn `� M w ? m rn co m M 00 N ry n m rn a o m Ln O N 3 N N N N N 0 M Q o ai t/f i w C Y m R d 5 0 a 0 vi m oc o i`- en N O. a N xx G a1-1 �o v 3 u o 0 c v O o o c a a O E T v U O U pp N m O U a m o w g m o o g O) V > > MO ' m - '� co of m v a o Op � d' C O � 0 u° o c 'LA. o ° : p o ° d m N O ` N O y m c o u 6 0 W u � v LQ O N E E T U O U pp N m O U N OJ E v N d - N 3 - N a o L w Y v � c r' E `o O m `o v n u 3 ry o c *' L a w x o m m c .• 3 C O a o- O 2 c_ E Oa N C 9 N 0 b LL VcI G CJ! 3 O 2 v vOi m A n U trv t v vi u - ° E 4 Q N Q m Q N A Q LL h O > W s J K v a z o o v `s ° — o o s & m a 2 `o O O o +.v-- E c O E a H v N - a... a _ E o m N U E o a F= in U U N ' = o m O v - w n � rx W 'O m y v b ip O u m o a v o & o yC 4- ao 4+ 4- L) r L) r 0 16 0 0 ED EXHIBIT 2 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF LASERFICHE DOCUMENT IMAGING APPLICATION UPGRADE TO VERSION 9.3 ON THE RIO LICENSING PLATFORM, SOFTWARE MAINTENANCE, ADDITIONAL LICENSING FOR LASERFICHE FORMS PACKAGE, AND SOFTWARE ENHANCEMENTS AS APPROVED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) CONTRACT NUMBER DIR -SDD -2502; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5954- AWARDED TO MCCI, LLC IN THE NOT - TO- EXCEED AMOUNT OF $305,000). WHEREAS, pursuant to Resolution 92 -019, the State of Texas 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 State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NTTMF.R VF.NT)OR AMOUNT 5954 MCCi, LLC $305,000 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program 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 State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. EXHIBIT 2 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, 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 State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 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: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MCCi, LLC (FILE 5954) THIS CONTRACT is made and entered into this date , by and between MCCi, LLC, a limited liability corporation, whose address is 1700 Capital Circle SW, Tallahasee, Florida 32310, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document Laserfiche Services Scope of Work, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Contractor's Proposal /Pricing. (Exhibit "B "); (c) Laserfiche Services Scope of Work (Exhibit "C "); (d) State of Texas Department of Information Resources 4DIR -SDD -2502 Terms and Conditions (Exhibit "D "); (e) Insurance Requirements (Exhibit "E "); (f) Form CIQ — Conflict of Interest Questionnaire. (Exhibit "F ") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. MCCi, LLC DocuSigned by: 6K" barsf6w BY: _ AUTHORIZED SIGNATURE 10/9/2015 Date: Donny Barstow Name: President Title: 850.701.0711 PHONE NUMBER DWB @mccinnovations.com EMAIL ADDRESS CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DDocuSigned by: 6,R?l9gfiC�o�ceazg_. File 4 5954 BY: GEORGE C. CAMPBELL, CITY MANAGER Date: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit A Special Terms and Conditions File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $305,000. Unit pricing shall be per Exhibit E attached. 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. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit B Contractor's ProposaMicing File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 ;C' Municipal Code Corporation CORPORATE OFFICE RUSSELL HADDOCK Sales Department Territory Manager (TX, LA, OK, MO, CO, NM, and KS) PO Box 2235 • Tallahassee, Florida 32316 7940 Park Ridge Drive Fort Worth, TX 76137 (800) 342 -2633 • FAX (850) 564 -7496 (817) 909 -9266 • rhaddock @mccinnovations.com October 5, 2015 Ms. Cindy Alonzo Buyer 901 B Texas Street Denton, TX 76209 Dear Ms. Alonzo: I enjoyed speaking with you recently regarding the Laserfiche software and services that we make available through our Texas DIR -SDD -2502 Contract. Pursuant to our discussion, we are pleased to enclose our Professional Services Proposal. While reviewing the proposal, please keep in mind the following advantages of being a MCCi customer: Leading Provider — For the past six years, MCCi was ranked as the #1 Laserfiche VAR in the United States. With 3 offices in Texas, we are dedicated to our Texas customers and serve over 100 clients in Texas alone at this time. Professional Certifications — MCCi's staff is well- trained and holds multiple certifications in security, HIPAA, CDIA+ and more to give you the peace of mind that we are simply the best at what we do. Our staff is also Laserfiche Gold Certified, meaning we have passed the Laserfiche CPP courses required for this certification. Government Focus — MCCi was created by Municipal Code Corporation to focus on innovative technologies for Government. MCCi provides Laserfiche software and services to more than 600 government entities including Cities, Counties, State Agencies, Special Districts, and more. If you have any questions concerning our proposal or desire additional information, please do not hesitate to contact me on our toll -free number. We appreciate your interest and hope that we will have the pleasure of working with you. Sincerely, Russell Haddock Territory Manager 1I DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 [! "Ixecutive Summary Company History MCCi, a subsidiary of Municipal Code Corporation (The nation's leading codifier for local government), has been providing Electronic Records Management Solutions to its clients since 1998. In 1998, Municipal Code Corporation (MCC) created a document imaging division, which subsequently evolved into MCCi in the summer of 2003. This allowed MCCi to provide its customers with a higher level of service, but still benefit from the stability and credibility of MCC. With a client base of over 600 government agencies and satellite offices across the country, we are striving to be the leading Enterprise Content Management provider in the United States. MCCi has been the #1 Laserfiche VAR in the world the last 7 years. Proposob .Solut on MCCi is proposing the Laserfiche software for your organization. Laserfiche is a unified solution that manages all your organization's documents and records, regardless of location or media. Please keep in mind some of the features of Laserfiche: ",. User Friendly — Laserfiche is very easy to learn, navigate and use. Users will see Laserfiche has a folder tree structure similar to Windows Explorer for easy viewing and use. This familiarity will give your staff the confidence to begin scanning and retrieving documents almost immediately after installation making an Enterprise rollout easier on your resources. "K Comprehensive Security— Laserfiche Comprehensive Security allows you to control the security of your documents on many levels. You determine what functions, such as scanning and printing, each staff member may use. Security features are easy to administer and with proper right records managers can administer most security functions without IT staff assistance. `C "`. Intelligent' Search — Laserfiche lets you search your documents based upon full -text search, index search, and document and folder name searches. The Laserfiche full -text search unlocks the contents of your documents; if you need to find a word or phrase within a document, the full -text search retrieves it immediately. An easy Google -style toolbar is available for searching as well. Integration — Laserfiche is the central repository for records in your organization and allows you to integrate other main line of business solutions easily. Whether you are looking for a way to integrate with a departmental solution, ERP solution, Microsoft product, etc., Laserfiche has options available. Laserfiche Microsoft integrations include the ability to archive Office & Outlook documents directly into Laserfiche as well as integration with Microsoft SharePoint. S" EForm°mms & Business Process Automation — Laserfiche allows users to capture information instantly and automate business processes instead of the traditional methods of using an imaging solution as an archival tool. Users are finding efficiencies by reducing the time processes take and giving users access to information instantaneously through the implementation of Laserfiche Forms and Laserfiche Workflow, resulting in cost savings for the organization. '. Mobility & Web Cools — Mobile devices are being used more and more in organizations for day to day operations. Laserfiche has options available to ensure you can access Laserfiche from these devices and perform related actions quickly on the go. There are also options for giving your outside citizens /customers access to records through the web to promote transparency and decrease records requests. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Rio Features MCCi is recommending the Rio platform for your organization. Rio includes: Named user tiered pricing with volume discounts. Each user comes bundled with: - Workflow for Business Process Automation - Web Access, which includes a thin client option for users, Web Access Light for mobile devices & tablets, iPhone & iPad apps, and SharePoint integration. - Snapshot for archiving electronic records & Email Plug -in for emailing records directly from Laserfiche - Advanced Audit Trail for monitoring, recording, and reporting on system activity. - Digital Signature capabilities Unlimited Servers and Repositories to support back -ups, failover clustering, and testing environments. 'A" Rio Directory Services for easy creation of licenses for testing, development and production systems. " Web -based Administrative Console allowing you to administer the system from anywhere. "C'" Options for Electronic Forms, Records Management, Batch Processing tools, Integrations, and Web Portals. MCCi Advantage MCCi is a leading Laserfiche provider focusing on customer service in every aspect of your project. As a client you will receive access to our highly trained staff & support services, including: Il ed'icated Ilk roject Managernent — Our Project Managers are highly trained in the areas of implementation, Workflow processes, integrations, and more to help your organization implement a well thought out Enterprise system based on your organization's needs. They are Laserfiche Gold Certified and also hold other professional certifications to maintain a high knowledge level of our client's business processes. ,V' II[ ed'icated Support — Once your project is complete, you will have access to our support staff for trouble shooting & supporting your Laserfiche system. Our staff can be easily reached through email, phone or our online support center. . Sales & Account IManagernent III " "earn —You will have a dedicated team of an Account Executive and Account Manager that you can directly contact. They will also proactively contact you to ensure satisfaction, provide additional information on your products, and conduct web & regional events on continuing education topics. S' II raining Services — Before, during, and after your project, we focus on ensuring the users are trained on the software and stay up to date on the features available. In addition to our Training Services, we offer a yearly subscription to our Online Training Center for Laserfiche to help protect your Laserfiche investment. This allows all types of users, regardless of their role, to access videos on popular topics. This information is updated monthly and will be a continued resource for your organization. IIIIC ack Ilk�Ae Scanning & Conversion In the event you need to address a back file scanning project or have older data from legacy systems to convert, we have experience in addressing these and integrating them into your Laserfiche system. We have converted over 30 different applications and migrated the data to Laserfiche for other clients. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA I I * CC EXHIBIT 3 PRICING PROPOSAL Product Description: EXISTING LASERFICHE SOFTWARE SYSTEM CONFIGURATION Q United Enterprise Server Software *requires MS SQL [� LF Records Management Module [� LF Full User [� LF Retrieval User [� Snapshot Plug In [� Email Plug In [� LF Plus Plug In Software *perstation [� Web Access Enterprise Q Weblink Enterprise Q Quick Fields Q Zone OCR Q Import Agent Q Workflow for Laserfiche Q Workflow Additional User [� LF Standard Audit Trail [� Integrator's Toolkit Existing Software Credit Total ECM SOFTWARE LICENSING FOR RIO [� Rio Records Management 200 - 499 Users Includes Unlimited Laserfiche Servers, Records Management Edition, Workflow, WebAccess (includes SharePoint integration web parts & WebAccess Light), Advanced Audit Trail, Snapshot, and Email [� Laserfiche One Time Promo *Quote must be approved & software ordered by 1212112015. Discount subject to change if quote changes. Forms must be purchased. Q Plus for Publishing Royalty free distribution of published media [� Import Agent for Rio Document Management Software and Licenses Total ELECTRONIC FORMS FOR RIO [� LF Forms 200 -499 Users (10% Add -on to all Named Users) [� LF Forms Portal *Allows Forms Portal to be activated on a Forms server. Multiple licenses are needed if multiple activations are required. Allows form 41 Qty. Cost -1 -1 -75 -75 -25 -25 -1 -1 -1 -1 -1 -1 -1 -65 -1 -1 $20,000.00 $6,000.00 $550.00 $200.00 $100.00 $80.00 $3,795.00 $15,995.00 $11,995.00 $495.00 $2,495.00 $1,495.00 $15,000.00 $300.00 $4,995.00 $2,500.00 1 $3,800.00 1 $1,500.00 300 $60.00 1 $7,995.00 DIR -SDD -2502 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 'a, `11, Total ($20,000.00) ($6,000.00) ($41,250.00) ($15,000.00) ($2,500.00) ($2,000.00) ($3,795.00) ($15,995.00) ($11,995.00) ($495.00) ($2,495.00) ($1,495.00) ($15,000.00) ($19,500.00) ($4,995.00) ($2,500.00) ($165,015.00) $615.45 $184,635.00 N/A ($55,950.00) $3,543.50 $3,543.50 $1,398.75 $1,398.75 $133,627.25 $55.95 $16,785.00 $7,455.34 $7,455.34 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA �Iuunn.5.5wn vary, Jium unuuen.5eu JNuunL/ unu nun - authenticated users. EXHIBIT 3 Electronic Forms Total $24,240.34 WEB TOOLS FOR RIO Q Public Portal - Single CPU Machine 1 $45,000.00 $41,962.50 $41,962.50 Includes WebLink -only unlimited retrieval connections per processor. Provides read -only access thru LF WebLink. Any Physical server /VM using Public Portal must have a # of licenses = to # of processors on the LF Server. Web Tools Total $41,962.50 BATCH PROCESSING MODULES FOR RIO Q Quick Fields Core Package for Rio 1 $5,000.00 $4,662.50 $4,662.50 Includes QF, Scripting Kit, and Validation packages for Bar Code, Real Time Look Up, and Zone OCR Batch Process Modules Total $4,662.50 INTEGRATION TOOLS FOR RIO Q Integrator's Toolkit for Rio 1 $2,500.00 $2,331.25 $2,331.25 Integration Tools Total $2,331.25 ANNUAL SOFTWARE SUPPORT - BASIC LSAP Q Rio Records Management 200 - 499 Users 300 $132.00 $118.80 $35,640.00 Includes Unlimited Laserfiche Servers, Records Management Edition, Workflow, WebAccess (includes SharePoint integration web parts & WebAccess Light), Advanced Audit Trail, Snapshot, and Email Q Plus for Publishing 1 $1,600.00 $1,440.00 $1,440.00 Royalty free distribution of published media Q Import Agent for Rio 1 $300.00 $270.00 $270.00 Q LF Forms 200 -499 Users (10% Add -on to all Named 300 $12.00 $10.80 $3,240.00 Users) [� LF Forms Portal *Allows Forms Portal to be activated 1 $1,600.00 $1,440.00 $1,440.00 on a Forms server. Multiple licenses are needed if multiple activations are required. Allows form submission only, from unlicensed (public) and non - authenticated users. Q Public Portal - Single CPU Machine 1 $9,000.00 $8,100.00 $8,100.00 Includes WebLink -only unlimited retrieval connections per processor. Provides read -only access thru LF WebLink. Any Physical server /VM using Public Portal must have a # of licenses = to # of processors on the LF Server. Q Quick Fields Core Package for Rio 1 $1,000.00 $900.00 $900.00 Includes QF, Scripting Kit, and Validation packages for Bar Code, Real Time Look Up, and Zone OCR Q Integrator's Toolkit for Rio 1 $750.00 $675.00 $675.00 Q Managed Services for Laserfiche 1 $5,040.00 $5,040.00 $5,040.00 51 DocuSign Envelope ID: 85CEA14BO- 6306- 4E7A- AD6eui uDe8BE35u eu uused on the current software components provided hers #IBIT 3 to 40 hours. Q Training Center 200 -499 Users 1 $6,995.00 $6,995.00 21 MCCi Service Level Agreement 1 Annual Support Total For budgetary purposes, the Client should include $74,081.00 in annual budget for renewal of the items quoted above. MCO PROFESSIONAL SERVICES Q Basic Onsite Training of software, per day Per Day $2,200.00 $1,980.00 Workflow training and installation excluded. Travel expenses included. Q LF Forms Configuration Service (per form)- Level 2 3 $1,400.00 $1,260.00 (see MCCi Advanced Implementation Services for details) Q MCCi Project Management Services, up to 80 hours 1 • Includes Upgrading Laserfiche from Version 8 to 9.2 • Migration to the Laserfiche Rio Platform • Migration of Laserfiche Application Server to a new server environment • Forms Server Install • WebAccess Installation • Remote Administrative Training - Rio Directory Services [� MCCi Project Manager Rate, per hour Per Hour $165.00 $148.50 Q MCCi Development Rate, per hour Per Hour $185.00 $166.50 Professional Services Total [� Discount *Discount is based on this quote and if the 1 ($3,497.50) ($3,497.50) quote changes the discount amount is subject to change. 1st Year Training Center Transfer Discount Total Project Cost $6,995.00 $10,341.00 $74,081.00 $3,780.00 $11,880.00 $15,660.00 $128,052.34 C)AYIINAIIii III➢ III' H ..�..HII ➢A Ill lii 11:4 IINA MCCi will invoice one hundred percent (100 %) of the software and support upon delivery of software. If services are included, the balance of the total project will be invoiced upon completion of the proposed professional services, which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired, there is a $50 additional charge. This will need to be requested. 61 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 1 EXHIBIT 3 PRICING PROPOSAL Product Description: Qty. ECM SOFTWARE LICENSING FOR RIO ❑ OCR Scheduler for Laserfiche - Requires one 1 dedicated Laserfiche User License Document Management Software and Licenses Total ANNUAL SOFTWARE SUPPORT - BASIC LSAP Cost DIR -SDD -2502 Optional Items Total $1,500.00 $1,398.75 $1,398.75 $1,398.75 ❑ OCR Scheduler for Laserfiche - Requires one 1 $330.00 $297.00 $297.00 dedicated Laserfiche User License ❑ MCCi Service Level Agreement 1 $59.00 Annual Support Total $356.00 For budgetary purposes, the Client should include $356.00 in annual budget for renewal of the items quoted above. MCCi PROFESSIONAL SERVICES ❑ LF Forms Training - Comprehensive 1 $4,400.00 $3,960.00 $3,960.00 (see MCCi Advanced Implementation Services for details) ❑ Workflow Configuration Training, Level 2 1 $14,750.00 $13,275.00 $13,275.00 Includes remote installation with up to 3 days onsite training, remote workflow configuration assistance up to 45 days post training, 112 day developer training, and up to 15 days of remote developer assistance ❑ MCCi Project Management Services (up to 10 1 $1,485.00 hours) Professional Services Total $18,720.00 Total Project Cost $20,474.75 71 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 MCCI STANDARD SFRVICE,S To determine which services and products are included with your project, please refer to the Pricing Proposal above. MCCi prides itself in providing high quality professional services and support. Providing the most advanced level of tech support via the web, e -mail and phone, you can rest assured that MCCi will provide you with profession installation, training and support services. Our clients can rely on us to provide a continual flow of information through our technical bulletins and newsletters. If CQ IIIi'u AUO O I AIIrAAII I1\A11;1 U Sa a noru r MCCi Project Managers are CDIA - certified and Laserfiche Certified. The CDIA (Certified Document Imaging Architect) is awarded after a comprehensive and rigorous exam focused on a broad spectrum of document and records management objectives. There are multiple Laserfiche Certifications and MCCi focuses on maintaining all of them. MCCi Project Managers administer these services and concentrate on defining business requirements and the deliverables that follow. The MCCi Project Manager will work with the client's point of contact to put together a project plan that clearly defines the scope of services of the Project Management services. These services are included to ensure the Client is prepared for the final project implementation. Implementation Client Consultation - The assigned MCCi Project Manager will perform a remote pre - installation solution development plan including configuration of security rules for the Client prior to installation and training. This consultation will include a review of current document organization and retrieval practices to determine desired indexing methods, as well as other basic system set up needs. Once this information has been gathered and provided to the MCCi project manager, the basic folder structure, document naming scheme, scheme, and template set -up will be configured prior to onsite training. Remote Installation and Configuration — Software installation and configuration may occur remotely as part of the Project Management services to ensure the onsite time purchased is focused on the direct objective. Please refer to the pricing proposal to determine if the onsite time will include installation and configuration. Remote Training — Project Management services may be utilized for training administrators or users remotely if not providing onsite training. Please refer to the pricing proposal to determine the training model quoted. I Arll'ii 11:111:10 fil IIIilArll'ii S011 :1 WAli E IILi Abu" ING Sll;i li ViCl'; r The client is provided with either instructor -led hands -on training or train- the - trainer training in the operation of the Laserfiche Software and Plug -ins, and the scope of all training services to be performed is notated in the Pricing Proposal. These services will be provided onsite or remote, please refer to the Pricing Proposal to determine which has been quoted. Below are some sample outlines based on user - roles and system modules: System Administration Training • Client and Server Installation Procedure • Users and Groups — Active Directory • Security • Templates • Tags • Document Relationships gl DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 • Records Management • Volumes • System Settings • Back Up Procedures • Troubleshooting Procedures • Technical Support Overview Full User Training • Introduction to Laserfiche • Folders and the Folder Browser • Scanning and Importing • OCR and Full Text Indexing • Document Display • Index Card /Templates • Document Retrieval by Index Fields or Text (Searching) • Annotations • Extracting a Document from Laserfiche • Briefcasing and Migrating Documents • Customize Laserfiche • Volumes • Security • Advanced Features — Plug -ins 91 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 O ADVANCED IMPLDWENTATION SERVICES *The following services listed have been included in your Pricing Proposal based on the recommendation of your Account Executive. Please consult with them for any questions. To determine which services and products are included with your project, please refer to the Pricing Proposal above. II AS11iii 11:111:10 fili Wvll K11: L.vw C011411:1GU114ANOIN lli'II AIINIIINA MCCi's Laserfiche Workflow Configuration Training service is designed to be highly collaborative. The goal is for the client to have a trained Workflow Configuration Administrator. As a prerequisite, the client's Workflow Configuration Administrator should be a business process savvy individual with good technical skills. This is the person tasked with handling future workflow configurations, including any modifications needed to the configuration focused on during training. Client Deliverables Provide MCCi with a mapped out /narrative of specified business process including metadata requirements and sample reports from functional activities involved. This will be used as an example for the training process, in an effort to leave the client with a start of a workflow configuration. Appointment of Workflow Configuration Administrator who has been through Laserfiche Administrator training * IT resources MCCi Deliverables • Install and configure Laserfiche Workflow with current Laserfiche system • Onsite Workflow Configuration Administrator Training • Workflow Managed Services post onsite training - Configuration assistance for a period of time immediately following onsite training • Developer Training (Applicable to Level 2 training package) MAI °11 IV 0111 W 114K1111:1 OW °II11MINIIINA ii`AO(AGI:ism Services Iii)rov'ided ifling Workflow I evel '.f. I evel 2 Remote Installation Included Included Included Onsite Training Days 1 2 3 Workflow Configuration Assistance Post Onsite Training Remote 30 Days Remote 30 Days Remote 45 Days Training None None Remote 1/2 Day Assistance ffee oper Training None No ne Remote 15 Days I AS11iii 11:111:10 fili W II1 KII1:1 W MAINAAliili:) SII II1vi llii MCCi 's Workflow Managed Services package is a post - implementation service, and is designed to assist the client's Workflow Configuration Administrator with ongoing consulting and configuration needs. Workflow Managed Services are billed in advance each year, in return for a discounted rate. Workflow Managed Services may be used for the following: * Add'it'ional Workflow Set Up Consultation — MCCi continues to consult and make recommendations on best practices for modifying existing / creating new workflow configurations. 101 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 * Add'it'ional III'ternote " "III " "raining — MCCi offers additional training for the client's Workflow Configuration Administrator. This is ideal for refresher training, as well as for new personnel in the event of turnover. • Ongoing Security Consultation — Laserfiche security plays a much larger role when business processes are being automated by Laserfiche Workflow. MCCi assists the client's Security and Workflow Configuration Administrators to offer security best practices to align with workflow configurations. • lli everagMg Ilk °' !xAsUnsg Systen (s) — MCCi will help identify more efficient ways of utilizing the Laserfiche product suite, as well as how to leverage other systems and the related data contained therein. • Meta,, III °;tata Consultation —Various meta -data objects must be created /modified to match up with specific workflow needs. MCCi will consult and help identify meta -data needs. • iixpirations O Additional Services — Managed Services is an annual package and will expire on the same date as your SAP plan. The number of hours included are not to exceed the price of the package divided by MCCi's discounted hourly rate (Managed Service hours are discounted by 10 %). Pricing can be adjusted for any additional hours if needed. • iternote Access Support — Managed Services are delivered remotely. Remote Access Support allows our helpdesk staff to access your machines remotely to resolve problems faster. The use of Remote Access Support saves you both time and money by reducing the delays in resolving software issues without costly onsite visits. I ASP;i 1:111:10 fili: Ilk'amu uvnS Su a voau s MCCi's Laserfiche Forms Services are designed to be highly collaborative. The goal is to provide a customized package for your organization. Whether you need direct assistance implementing Laserfiche Forms, or hands -on training to empower your organization to create and maintain electronic forms, or both, MCCi has options available. Please see your Pricing Proposal for the specific Laserfiche Forms Services quoted. k om msss ° "III' "'raining Services III' rov'mded Overview Coms prelnenssmve Training Duration Up to 5 hours Remote Up to 2 Days Remote / Onsite Forms Designer Yes Yes Process Modeler Yes Yes Workflow Configuration (For Forms Process Modeler Integration, and Filing Only) No Yes Forms Configuration (Up to 1 - Level 1 Form) 0 1 k ormsss Configuration Services Illi)er III'ormss 11 evel I . II evel 2 11 evel 3 Forms Design Services Up to 15 Fields Up to 30 Fields Up to 50 Fields Form Field and Data Look -up Rules* Up 10 Rules Up to 20 Rules Up to 40 Rules Process Modeler Configuration Up to 5 Steps Up to 10 Steps Up to 20 Steps Workflow Configuration (For Forms Process Modeler Integration, and Filing Only) No Yes Yes Custom Scripting (JScript or CSS)* Call for Quote Call for Quote I Call for Quote ill DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 *Please note: - Users submitting through the Forms Portal are limited to forms submission. Users cannot participate in the workflow /routing process within Laserfiche Forms Process Modeler or Laserfiche Workflow, unless they have a Laserfiche Named User License. - All Forms Configuration Services are conducted remotely due to multiple decision points throughout the configuration, which may cause delays. - Field Look -ups: Database Views and Queries must exist or be created by the customer prior to MCCi database lookup configuration. - Java Script and CSS Scripting (if needed) are not included, unless otherwise notated in the pricing section of the Pricing Proposal. 121 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .Eo.o.ro,..o.o..eeeeeeweeeeee.ee .. LAt11t1`1C1.11 A VANT Laserfiche Avante solution is a named user model and starts out with a feature rich system that is based on the number of people who will be using the system. It is designed for small to mid -size organizations and helps you capture, manage, distribute, and work with information in diverse working environments. Avante comes with Laserfiche Workflow and allows your organization to move beyond simple document routing to automate everyday tasks, optimize business processes, and share information with a wide variety of applications. Avante systems allow you to choose from multiple database platforms and incrementally expand the system with records management edition and other plug -ins such as Auditing, Web Access, Digital Signatures, and Batch Processing. The Laserfiche Avante pricing structure makes it simple and affordable to add new features and functionality to your Laserfiche system as your needs change. LAt1`1t1''1CHE Rio MCCi recommends the Laserfiche RIO solution for Enterprise clients that have a large volume of users, as well as the need for test environments and multiple servers /repositories. RIO and each RIO license comes coupled with Workflow, Web Access, Mobile Access, Snapshot, Email, Digital Signatures, and Advanced Audit Trail. This licensing structure makes it much easier on IT administration, especially when dealing with a large user base. In addition, RIO supports an unlimited number of application servers, as well as repositories, making it well suited for expansion and testing needs. RIO can connect either to MSSQL or Oracle for the backend database, and of course many of the same optional Laserfiche modules such as the Records Management, Batch Processing and Weblink Public Portal licenses are available with RIO. 1.A i ::Ri1C111 „ 0i::TMlARi :: FiATURES AND LICENSING t t��u�we Av��u�te its SQL Express, SQL, �Database SQL, Oracle Options Oracle Retrieval Public Portal Public Portal Concurrent (Weblink) (Weblink) Users Includes Workflow Email and Snapshot for Avante. . p , Full Named Includes Workflow, Email, Snapshot, Digital Unlimited 25— Unlimited Users Signatures, Web Access and Advanced Audit Trail for Rio. Retrieval Named n/a 200 — Unlimited Includes Email capability. Minimum of 200 must be Users purchased. Application 1 Unlimited Servers '.Use r L' ce n se Named Named Model Avante: Up to 14 additional (fora total of 15) Repositories can be added at an additional cost. Up 15 per Repositories 1 RIO: Each Application Server can have up to 15 Application Server Repositories attached. RIO allows for an unlimited number of Application Servers. 131 DocuSign Envelope ID: 85EA14B0-6306-4E7A-AD63-23ID78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .Eo.o.ro,..o.o..eeeeeeweeeeee.ee .. S01A ANARE DESCRI111"I IONS Workflow Included Included Snapshot �Included �Included Email ncluded Inc WebAccess (Thin client access for Add-on option Included named users) Mobile A ccess [Requires WebAccess Include d --------------------------------- - Digital Add-on option Included Signatures Add-on option Includes Advanced Audit Trail (Options for Starter, Audit Trail Standard, Advanced) ............... ............... ......................... Avante Public Portal: The 5 concurrent license Weblink Public Portal Weblink Public only allows for one security profile to be set. license package Portal license Unlimited versions are licensed per Laserfiche options (5,10, 25, 50, package options (50, Public Portal Unlimited Single Unlimited Single application server, and per processor. The (Weblink) licensed number of processors must be equal to or Options Processor, Unlimited Processor, Unlimited greater than the number of processors (CPUs) on Dual Processor, Dual Processor, the correlating Laserfiche application server. Note: Unlimited Multi Unlimited Multi Additional copies of the Unlimited Public Portal are Processor) Processor) needed if there is a need to connect the Public .......................................................................................................................... .. ...... --------------------------- ---------------------------- Portal to more than 1 Application Server. Records �"Acicl-on option option Management ... .. .... . .... ... ... ... ... ... .. ... . ......................... " Laserfiche Lf 8.1 and later [Lf 8 0 1 and later Versions Web Admin Included Included Console The Laserfiche Forms User is a required add-on to all Laserfiche Full Named User licenses, and is a pre-requisite to all other Forms licensing options. This add-on will give the current Laserfiche Full Named Users full access (submission, process Laserfiche Forms Add-on option Add-on option involvement, and approval rights) to Laserfiche Users Forms Server. The Laserfiche Forms Server can be installed multiple times, however each instance can only be associated with one Laserfiche application Server. Laserfiche Forms Users licensing is a prerequisite to being able to purchase Forms Portal licensing. Laserfiche Forms The Forms Portal license allows Form submission Portal Add-on option Add-on option from unlicensed (public) users. Forms Portal was also designed primarily for non-internal/public user submissions, therefore there is no Windows Authentication security validation provided. The 141 DocuSign Envelope ID: 85EA14B0-6306-4E7A-AD63-23ID78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .Eo.o.ro,..o.o..eeeeeeweeeeee.ee .. SOF1 ANARE DESCRI111"I IONS IA SE RF 10 If: P1 U& INS Laserfiche Plug-ins, Utilities, and Tools 151 users that access Forms through the Forms Portal can only submit forms (these users cannot participate in the business process after a form has been submitted). The Forms Portal is licensed to a specific Forms instance/server, rather than to the Laserfiche Application Server. Please note that if an organization desires to have a Forms Portal for internal users, as well as a Forms Portal for external users, and security protocol requires that these two Forms Portals reside on separate servers (one internal one external), multiple Forms Portal licenses are required. The Enterprise Forms Portal License is recommended for Laserfiche Rio Customers that have multiple Laserfiche Application Servers, as Laserfiche well as for Laserfiche Avante (Avante only allows Enterprise Forms Add-on option Add-on option for one Laserfiche Application Server), but require Portal more than two Forms Portal licenses (see Forms Portal description above). Enterprise Forms Portal is, indeed, unlimited Portals. Instead of allocating one or more Forms Servers as Portals, they all are automatically Forms Portals. Laserfiche Forms Users licensing is a prerequisite to being able to purchase Forms Authenticated Participant licensing. Forms Authenticated Participant licenses allow Non-Laserfiche Users to participate in Laserfiche Forms Process Modeler Business Processes, and allow for secure authentication when interacting with Laserfiche Laserfiche Forms. Forms Authenticated Participant licensing Authenticated Add-on option Add-on option is recommended for all internal users that require authentication and/or intend to participate in Participants more than just the Forms submission process, and for those users that do not have Laserfiche Full Named User licensing, but have a need to authenticate and participate in Laserfiche Forms Business Processes. A Forms Authenticated Participant license is required for each Forms Server that the user needs to submit to. Upgrade Path �R�10 n/a ............. IA SE RF 10 If: P1 U& INS Laserfiche Plug-ins, Utilities, and Tools 151 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. S01 A 11, RE Dm;SCRI11" 1 IONS MCCi can provide additional Laserfiche Plug -ins Utilities, & Tools software. Laserfiche offers a selection of modules and development tools designed to let you tailor Laserfiche to meet your needs. Certain Plug -Ins may be bundled differently based on the Laserfiche platform. Please refer to the pricing page /pricing proposal to determine which modules have been proposed. Capture Modules 11 aserfiche ScanConnect"" allows ISIS scanning. A collection of ISIS scanner drivers is included with Laserfiche ScanConnect. These drivers allow images to be scanned through supported scanners. ScanConnect 7.x is can be purchased as an add -on to both Laserfiche scanning and Quick Fields. 11 aserfiche Snapshot" Laserfiche Snapshot is included with both Avante and RIO Full Named User Licenses, and can generate images and text from an electronic file (e.g. a Word document, a web page, a text editor, etc.). The files generated by Laserfiche Snapshot capture the content of the electronic file at the time that it was processed. In other words, they represent an accurate portrayal of an electronic file at a given point in time. The images and text created from an electronic file are then stored in a Laserfiche repository. As you can see, Laserfiche Snapshot can be used as a tool to archive a particular version of an electronic file. Laserfiche Snapshot can process any electronic file that can be opened with a Windows application that has printing capabilities. This feature is automatically included with every Full User purchase. 11 aserfiche import Agent Import Agent is a tool for automatically retrieving files stored in a Windows folder and importing them into a Laserfiche repository. The Windows folder can be local to the Import Agent machine or stored on a network drive. During the import process, Import Agent can process the files (e.g., perform OCR), use XML data as part of the process, and perform additional tasks. OCIII'f Scheduler for Ills aserficlmem MCCi developed this tool. It provides a simple and effective way to mass OCR documents in Laserfiche. It allows administrators to configure multiple OCR sessions. Sessions are created based on selecting folders within a specific Laserfiche Repository and scheduling the time to begin the OCR process. Benefits: • Efficiency: Clients can schedule the tool to perform the OCR function, rather than tie up machines during the normal working rhythm. • Support .Seoccd Content Leaving the responsibility in users hands to conduct OCR can lead to incomplete processing. The tool provides assurance that everything in need of OCR is being addressed without end user interaction. "Quick III'°ields " i3atch III' rocessing " "III " "oolsm Quick Fields is a suite of Batch Processing utilities created by Laserfiche. Avante and RIO bundle each of these features differently, which is reflected in the Pricing Proposal section: • Loser icde"' Quick Gelds"' automatically captures useful information from paper and electronic documents and organizes it for fast retrieval. Quick Fields transforms data capture from a costly and labor- intensive operation into an efficient process by collecting precise pieces of information from the masses of unstructured data flowing into your organization. Quick Fields improves the speed and accuracy of data capture while giving authorized staff instant access to the information they need to work effectively. • QC doc Code Validation Package: The Bar Code add -on reads bar codes on a specified page in the document. The value returned by the bar code process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. Bar Code is 161 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. S01A11, RE IONS very powerful when combined with Real Time Lookup. Supported barcode formats: Codabar, CODE 39, CODE 128, EAN 8, EAN 13, Interleaved 2 of 5, UPCA, and UPCE. b beeb time Look up Validation Package: Lookup populates template fields and validates metadata by retrieving data stored in third -party databases and other applications. bAeee OCR Validation Package: Images that contain clearly printed or typed information can be converted to text files through a process called OCR (Optical Character Recognition). Once text has been extracted from an image, it can be sent along with the image to the repository. Once the document has been imported into the repository, the extracted text will be associated with the corresponding image in the document. The International Zone OCR add -on will scan a zone on an image for text. Only text found within the zone will be extracted. The data returned by this process can be used to identify a page, populate a field, determine the document name, or determine where the document will be stored. The International Zone OCR add -on can be installed when Quick Fields is first installed or after it has already been installed. • QF Feces Alignment: automatically repositions scanned documents to match a master form, correcting for scanning errors and improving data extraction. • QF Document Classification: designed for clients who deal with multiple forms, and will recognize and process multiple document types. • b iito . to is e act,io 5etes Numbering: The Bates stamp option is a document auto - numbering annotation option • QF Optical Mark Recognition detects handwritten information, including marks on surveys, tests and ballots. • b geet'm enables administrators to schedule forms processing around the clock and run Quick Fields sessions without operator intervention, reducing labor costs and optimizing business processes. • QF Feces Identification: automatically recognizes the form or document based on its overall structure, even in the absence of bar codes, form data or other distinguishing information. • QF Feces bstseetesm removes form outlines to isolate data for more accurate capture. • QF,5crilAing Kit Offers a script editor, which allows developers to write C# and VB.Net Scripts, and insert the scripts into a Quick Fields Session. Distribution Modules 11 aserfiche III')ubhc III' ortal Weblll..ink " """m The WebLink module publishes select documents in a Laserfiche repository to an intranet or the Internet in read -only form. Documents can be made available through the Web almost instantly, and users need only an Internet browser in order to access them. Built on ASP .NET, WebLink can be customized to match the look and feel of an organization's Internet or intranet site. 11 aserfiche WebAccessm Laserfiche Web Access is a Web browser -based thin client offering virtually all of the document management capabilities of the standard Laserfiche interface. Web Access allows your IT staff to roll out high - volume Laserfiche access without increasing your organization's application support burden. Authorized users organization -wide enjoy simultaneous access to documents, whether they are using the corporate intranet or logging in from a branch office. In addition, access to Laserfiche Mobile and the Laserfiche Sharepoint Integration resources, is made through Laserfiche WebAccess. o 11 aserfiche Mobile Access Optionsm Laserfiche Web Access or Laserfiche Forms is required for any /all mobile access options. Web Access Light & Laserfiche Mobile are both options for providing mobile access to your Laserfiche solution: ■ Web Access IIi igl t Designed for Blackberry, Chrome, Opera and Safari mobile browsers, offers a lightweight Web interface for popular mobile devices, 171 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. enabling users to search and retrieve documents, as well as approve documents and participate in workflow automation processes, while away from their desktop computers. • The Ills aserficl° e Mobile 'illl')hone app takes advantage of the iPhone's touch screen, gesture recognition and high resolution interface to provide users with an immersive experience. Features include: • Create and upload new content with the iPhone camera. • Automatically crop, straighten and enhance captured information, with full text recognition. • Copy, move, rename, download, e -mail, print or delete content. • Browse for documents in a folder structure or search the entire repository • Participate in workflow automation processes by accessing metadata fields. • Interaction with Laserfiche Forms • The Ills aserfictie Mobile 'illl')ad app gives employees the ability to securely view and update content from wherever they are. Features include: • Provides secure access to documents and metadata • Enables users to create and upload new documents • Participate in Workflows on the go • Interaction with Laserfiche Forms • 11 aserfiche Mobile for Android allows you to • Search across all documents in a repository • Pan, zoom, rotate, and easily access metadata while working with a document in the Document Viewer • Quickly create and upload new documents from your device's camera, images in your device's gallery, and files stored on your device • Full support for Laserfiche Business Processes, including starting business processes and viewing their details • Use personal libraries to create task lists or group related entries to make working with them faster and easier • Add, edit, and view entry metadata • Copy document text for use in other apps • Process, clean up, and compress captured documents for easier viewing • Capture the geographic coordinates of an image to allow linking documents to their mapped location • View and export PDFs and other electronic documents • E -mail document or folder links to colleagues • Manage documents using copy, move, rename, print, and delete • A variety of security options keep documents secure in Laserfiche and on your device • Widget lets you quickly upload new documents and images • Interaction with Laserfiche Forms a 11 aserf'iche Share point Ilntegratiow The Laserfiche and SharePoint Integration (LfSPI) is built on the power of Laserfiche Web Access (Therefore Web Access is required for the 181 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. Laserfiche Sharepoint Integration), a Section 508 - compliant thin client that reduces installation, support and maintenance requirements. • 11 aserfiche Ilk)ius " "' Laserfiche Plus allows the information stored in a Laserfiche repository to be portable. Laserfiche documents published by Laserfiche Plus can be viewed by anybody, regardless of whether they have Laserfiche installed. If these portable Laserfiche documents are sent to a company or site that already has Laserfiche installed, then that organization can also choose to attach those documents to their repository. This software prepares a copy of the Laserfiche files (images, text, electronic files, annotations, templates and field data) for burning directly to your removable media or to a temporary directory. Choosing to publish to a temporary directory allows you to write it to your removable media at your convenience. • lli aserf'iche Ilk °ski Ma'ii Ilk)iug4n "� "' allows instant electronic document distribution via standard MAPI- compliant e -mail applications. This feature is automatically included in every Full User and Retrieval User license purchase. ik ocl( how Process Automation, Collaboration, and Tracking 11 aserfiche Work iowm Enables organizations to automate standard, collaborative business processes, such as approvals or routing based on conditions. The software transforms your static Laserfiche repository into a dynamic content management solution that ensures your business processes are performed consistently and efficiently. Additionally, Workflow can be used for database integrations, and to improve consistency with how records are filed in Laserfiche. 11 aserfiche II[Ag'itai S'ignaturesm Laserfiche allows users to sign briefcases when exporting as well as documents stored in Laserfiche. These are two separate applications of digital signatures. Signing a briefcase file embeds the signature in the file along with the certificate associated with the signing key. The full certificate chain is embedded. This allows users to prove who created the briefcase and that the briefcase was not tampered with. Digitally signed briefcases may, but do not necessarily contain digitally signed documents. Digital signatures can be applied to documents stored in Laserfiche. The digital signatures are stored as metadata and are preserved when exporting a document in a volume or briefcase (whether or not the briefcase was itself signed). - Users can digitally sign a document in the Laserfiche Client or Web Access to indicate their approval. Documents can also be countersigned by another user, which indicates approval of the document and the existing signature. Multiple signatures and countersignatures can be applied to a single document. - Digital signatures are validated with signing certificates on the server and the repository, which verifies that a signature on a document is trustworthy. A signature becomes invalid if the certificate is expired or if a document has been modified since the signature was applied. Signature certificates are managed through the Laserfiche Administration Console or Web Administration Console. As a pre- requisite, the organization must have Digital Certificates set- up on the network, prior to implementing Laserfiche Digital Signatures. II aserfiche Audit III " "ra'il Moduiesm Three levels of audit reporting to address your specific regulatory compliance and security needs. The Starter S"dit oo tracks basic events that occur in the repository and that involve accessing, modifying or exporting data. Basic events include creating, editing, printing or deleting documents, creating annotations, and assigning metadata. 191 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. The Standard teudesd Edition builds on the Starter Edition by tracking additional security- and access - related events. This edition can also track unsuccessful attempts to perform an action, such as failed attempts to access or print documents. The Advanced Edition meets the needs of organizations in the most highly regulated environments. It includes all the functionality of the other two editions, and also tracks many more events including password changes, the creation or modification of users and groups, and changes to repository -wide settings. It can also track all the searches users perform, require users to enter reasons for performing certain actions, and automatically add watermarks to printed documents. dleetseuie genus • Laserfiche Forms allows organizations to create Web forms for collection and processing information electronically. • Laserfiche Forms has flexible design options to meet your organization's needs. You can: Create custom forms from a library of field or selection elements. Apply preset or custom themes, including page logo, colors, buttons, fonts, and more. Configure form elements to dynamically be displayed or hidden depending on user inputs or to be populated with data from external data sources. Automate business processes for form data to follow, such as decision- making, emailing, or approvals. Create custom form layouts and dynamic behaviors with CSS and JavaScript. • Role -based security is included to allow and restrict access to necessary functions for form submitters, reviewers, approvers, form creators, and system administrators. • Reporting tools allow different views of details on submitted forms such as: User view of details about all submitted forms. - Approver "dashboard" of submissions awaiting approval. - Administrator views of all submissions by form and approval status. • Forms can be used internally or externally (with the appropriate licensing). Publication options include login to forms system, public URL, secure URL, or embedded into a Web page. • Submitted data can be exported for further analysis or distribution. • Submitted forms can be utilized to initiate an email notification or start a workflow rule within Laserfiche. Laserfiche Integration Phig.4ns IL.JII' (integrator's " "III " "oo@k'it Provides the tools & documentation necessary for customizing Laserfiche, and integrating Laserfiche with other applications. II hind Ii)arty (integration Ii1ug lllnsm - DatallowAffinity Integration — Datallow Affinity brings the power of Laserfiche document management to the applications you use most. Document searches can be reduced to a single click of a button. New documents can be added to your Laserfiche repository without manually entering template field values, file names, or folder locations. Laserfiche Connector truly makes Laserfiche feel like part of your business software. - Laserfiche Connector Integration — Laserfiche Connector provides a streamlined experience for integrating Laserfiche with line of business applications such as CRM and ERP systems. Laserfiche Connector integrates easily through user - defined hotkeys and embedded icons. Laserfiche Connector allows: o Searching the Laserfiche repository based on fields from third -party applications such as CRM and ERP systems. Both basic and advanced searching is supported. If 201 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .Eo.o.ro,..o.o..eeeeeeweeeeee.ee .. only one result is found, the document will automatically open in the Laserfiche Client, Laserfiche Web Access or Laserfiche WebLink. • Launching Laserfiche Scanning and automatically populating metadata for the scanned documents with information from a third -party application. • Connecting two applications by allowing one of them to start the other (including the ability to pass parameters between them). • Choosing whether any of the above actions are activated from a keyboard shortcut, a button embedded in the application's title bar, or both. - GeisyeiX Integration — RatchetX is a configurable and robust middleware integration tool for Laserfiche. With a single click of a button, new documents can be added to Laserfiche from another application, and users can search Laserfiche directly from the applications they use most. RatchetX is unique in regards to the robust toolset it provides for accessing data from other applications (even the toughest proprietary systems), for use configuring the most common ECM integrations: Indexing, importing /scanning, and executing search queries. In addition, RatchetX provides the capability to create custom integration activities, such as populating a record in another system from the data extracted during the intake process in Laserfiche, or looking up a record in another system from the Laserfiche interface itself (Bi- directional Integration). - IF Integrator GP — LF Integrator empowers Great Plains users to scan, search and link supporting documents in Laserfiche document management applications directly from the Great Plains menu bar. Link the document and workflow management power of Laserfiche with your current Great Plains implementation. - IF Integrator AutoCAD — LF Integrator for AutoCAD allows you to store AutoCAD drawing files or associated documents in Laserfiche, including embedded cross reference files, directly from the AutoCAD menu. Launch Laserfiche scan or search modules using the drawing file for template or search criteria, or create a Laserfiche document template using the fields from any AutoCAD drawing title block with a single click. - GeeGessm GeeGess' " is a web -based software that seamlessly integrates ESRI ArcIMS (soon to be ArcGIS Server) and Laserfiche. Utilizing robust search capabilities, users of GeoDocs can access digital documents stored in a Laserfiche repository from within the web -based GIS program and vice versa, access spatial information stored in a GIS from within the Laserfiche web client. fee, ye.Sign for Laserfiche — ImageSign for Laserfiche allows you to digitally sign documents inside of Laserfiche securely. There are also options for utilizing external signature pads to allow customers & external users to electronically sign documents. *Created & supported by MCCi only. - LT .Cystee s Laserfiche Integration — LT Systems Laserfiche Integration allows users of the LT Systems Court solutions to archive court related documents into Laserfiche. Users can launch Laserfiche scan or searching windows from LT Systems and bring data and documents directly into Laserfiche while capturing metadata in LT Systems. *Created & supported by MCCi only. 211 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .Eo.o.ro,..o.o..eeeeeeweeeeee.ee .. TECHNICAL SVITORI When you become a client of MCO, you gain much more than just a new product. You gain a relationship between our staff and your organization to make your product implementation successful and the usage of your product an enjoyable experience. In order to make this possible, MCO offers both Proactive and Technical Support. ROACTIW Se000Rs MCO assigns each account with a Regional Account Executive and an internal Account Manager Team. You will have already worked with your Account Executive in the pre - project phase and they will continue to support you. Your Account Executive will provide a local presence and contact information should local meetings be necessary. The Account Executive also assists in pre implementation processes. Your Account Manager will assist in managing ongoing support through the life of the product. MCO believes in a proactive support methodology and it is the Account Managers' role to insure this ongoing communication with clients. Your Account Manager will be in touch throughout the year to discuss optimal system usage and ensure client satisfaction. Items discussed may include, but are not limited to: • Identify any needs that could easily be addressed with the current system. • Provide resource for question and answer, best practices, how other customers are using the system with use of documented case studies, Listservs, support center, etc. • Provide continued education for existing and new users within the organization through the use of webinars, seminars, workshops, users group, and more. • Annual review of current system configuration • Dedicated sales support staff for pricing inquiries and budgetary information • Annual support renewal notification to ensure your renewal process is timely and accurate S"s ucati000f Resource Definitions • Case Studies — MCO works with our clients to put together narrative accounts of specific usages of MCO solutions in their organization. Specific departments, document types, integrations, etc. are noted to allow other users to learn from the information. • MCCi Listserv— MCO has created a Listsery for specific types of system customers. A Listsery is a creative use of e -mail, which provides a means for End Users to share information on a common interest. Members are able to communicate with peers thru a single e-mail. Uses of the Listsery may include fielding requests about system usage, as well as best practices. • Support Center —This resource is a compilation of white papers, best practices, and information for system users all in one location. Through the support center, users can also submit and check the status of their support tickets. • Webinars — MCO conducts monthly webinars on different topics promoting more efficient system usage. User webinars are also offered on more specific topics related to products, concepts, departments, etc. regarding the usage of your system. These are done through the web and are a convenient way of staying informed on the newest technologies available. • Seminars — MCO conducts seminars on different topics to help educate new and existing end users throughout the year. They are usually located at a host site of an existing customer. These can also be offered at current client's locations to invite departments to learn more regarding their current system. • User Groups — MCO offers annual user groups to keep end users trained on the newest versions and products. These are geared to both users and administrators of the system. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. TECHNICAL SVPPORI TiVINICAL SUPPORT The Ills aserficl° c Software Assurance III')lan (III.SAIII')) helps preserve your investment and extend the benefits of your original purchase by providing you access to the assistance needed to ensure that you maximize system uptime. You have access to a toll free line to call for technical support or submit tickets online through our support center. When you subscribe to the LSAP you receive the following benefits: 100% upgrade credit for your existing software (in the event of an upgrade) Free software updates for your current system 24 -hour FTP and website access which includes the MCCi Online Support Center Technical bulletins and newsletters TRAINING CfNT1:R MCCi's Training Center provides an easy, cost - effective way to provide Laserfiche training to all users in your organization. An annual subscription allows access to our online course offering of over 200 training videos. The Training Center is home to video categories such as Laserfiche Administration, Laserfiche Client, Workflow, and Tips & Tricks. All videos use instructor descriptions from Laserfiche Certified Professionals. The Training Center provides the following benefits: 24/7 access to on- demand Laserfiche training videos and other resources Reduction in training expenses Caters to all skill levels from Basic Users to Advanced System Administrators Unlimited access for your entire organization User determined schedule and pacing Reduction in internal support Increased efficiency through improved internal usage /adoption • Instant /budgeted training available in the case of employee turnover • Enhance your organization's internal Laserfiche training program • Increased user productivity DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E....ro,.......eeeeeeweeeeee.ee .. m E HcmC. 1, Su dTO u PRCnFISSmCnNAL mm`Rvici°C ANNUAL P.acKAMS MCCi Managed Services or MCCi Laserfiche Administration Services are strongly encouraged to be included with every support renewal. MANAGE I) .5f RVICf c MCCi's Managed Services package provides ongoing additional training and assistance to a client's Laserfiche administrator and users. Pricing is based on MCO's Systems Engineer hourly rate discounted by 10% through purchasing an advanced block of services per year based on the products purchased. MCCi Managed Services is an annual package and will expire on the same date as your SAP plan. Managed Services can be used for the following professional services /benefits: Add'it'ional " "III " "ra'ining — additional training, via web conferencing, can be conducted to train new users on the use of the system or as refresher training for existing users. Add'it'ional Syster n Set Up Consultation — MCCi offers additional consultation that includes recommendations on best practices for adding additional departments, additional types of document etc. to your current system. * Rer note implementation entat'ion o Software Updates — While the standard SAP plan covers free updates for software, implementation of those updates is sometimes overlooked. With the addition of our Managed Services, MCCi is at your service to directly assist in implementing software updates such as minor updates, quick fixes or point releases. Dependent on complexity and client specific configurations, major software upgrades may or may not be covered and should be discussed with your Account Management Team. • Annual Syster n IlReview & Analysis — Upon request, MCCi will access your system to review and analyze how your organization is using the system, identify discovered potential problem areas and make recommendations for better use of the system. This analysis is designed to be implemented 6 months after the initial Software installation, and should be performed annually after that date. This is an optional service that will be completed only if requested by the Client. • er note Access Support — Remote Access Support allows our helpdesk staff to access your machines remotely to resolve problems faster. The use of Remote Access Support saves you both time and money by reducing the delays in resolving software issues without costly onsite visits. • 11 aserfiche Certifications — First priority offering of complimentary Laserfiche certifications on an as available basis. • 11 aserfiche Conference IlRegistration — First priority offering of complimentary Laserfiche Annual Conference registration on an as available basis. *Please see our Workflow Configuration Training section for information on Workflow Managed Services. MCCi does provide continued technical support for all MCCi applications. Technical support is provided via email or telephone during normal business hours of 8:00 a.m. to 5:00 p.m. local time in the Continental U.S. Clients can designate several individuals who are to be the technical support contacts. Those individuals may contact MCCi at any time for technical support. There is no limit on the number of technical support calls that can be made. Adjustments in annual support rates may be made to coincide with current U.S. inflation rates. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. TECHNICAL SVITORI MCCi's Laserfiche Administration Services package is for clients who need a Laserfiche administrator, or additional Laserfiche administration /implementation services. Pricing is based on MCO's Project Manager hourly rate discounted by 10% through purchasing an advanced block of services per year, based on the products purchased. MCO's Laserfiche Administration Services is an annual package and will expire on the same date as your SAP plan. MCCi' Responsibilities • Provide all that is included with MCCi Managed Services Package • Provide a dedicated Laserfiche certified professional * Laserfiche Administration services • Configuration of basic Laserfiche filing workflows • Configurations of Laserfiche Forms using off the shelf features Client Responsibilities • Configuration of backups • Configuration of any general network, security, or operating system settings outside of Laserfiche • Providing an IT contact (internal or 311 party) for MCCi to work with as necessary • Providing remote access capabilities as needed. Client also agrees to be present and monitor MCCi technical resources during any configuration changes. If the client requests MCCi to have unattended access, the client assumes all responsibility for the related remote access session(s) *For complex Forms, Workflow, and Transparent Records Management configurations, please discuss a Business Process Configuration Service with your Account Executive DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. Ul.tRDAVAR . i.o( IRENIEN I MCCi will provide necessary consultation upon request, as to the compatibility of current hardware with the Laserfiche System. Changes and recommendations will be made at the time of consultation. See system requirements below. Please keep in mind that these are the minimum system requirements as recommended by MCCi, and should be considered independently rather than collectively. Additionally, overhead for virtualization has not been factored in to these requirements. MCCi does not recommend any version of Windows that is approaching or is beyond the "End of Extended Support Date" specified by Microsoft. Scanning Station P OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista CPU 2.8 GHz processor or faster Memory 2 GB RAM or more Communications TCP /IP Web browser Internet Explorer 6.0 or higher Client OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista CPU 1 GHz Processor or better, Performing OCR: Dual Core 2.8 GHz or faster processor Memory 1 GB RAM or more, Performing OCR: 2 GB RAM Communications TCP /IP Web browser Internet Explorer 6.0 or higher Batch Processing Quick Fields Machine OS Windows 8 (32 or 64), Windows 7 (32 or 64), Windows Vista, Windows XP Professional (Service Pack 3 or later) CPU 2.8 GHz Processor or better, Performing OCR: Dual Core 2.8 GHz or faster processor Memory 4 GB RAM or more Communications TCP /IP High Volume Recommendation Windows 7 x64 with 8 GB RAM, Intel Core 2 Duo Processors 3.33GHz L.osetficheApplication Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008 (Service Pack 2 or Higher) CPU Quad -Core Processor, 2.5 GHz Processor or better Memory 4 - 8 GB RAM Communications TCP /IP DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. Ul.tRDAVAM Ri,o(IRENIENI Inia pelFile Server Storage Typical usage factoring is 18,000 black /white standard size images per GB. Clients typically use a Network Attached Storage (NAS), Storage Area Network (SAN), or a Local Storage Device. Database t anagessent Systen7 I asetfic ue Htorkflow Server OS SQL Server 2012, SQL Server 2008 R2 Standard, Microsoft SQL Server 2005 (Service Pack 3 CPU or later), Oracle 9i Release 2 (9.2.0.8 +), Oracle 10g (10.2.0.4 +), Oracle 11g (11.1.0.6 +). For Memory MSSQL, MCCi recommends storing the MDF and LDF on different drives. Growth of MDF Avante SQL or Rio SQL to 10 % -15% and Log to 5% to 10% of cumulative Laserfiche Volume size is anticipated. Avante SQL Express Microsoft SQL Server 2008 Express Edition *Note: Oracle or Microsoft SQL Server must be purchased separately. You must additionally purchase enough licensing for your DBMS to support your Laserfiche installation. I asetfic ue Htorkflow Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008, (Service Pack 2 or Higher) CPU 4 Core Processor, 2 GHz Processor or better Memory 4 GB RAM Communications TCP /IP I asetfic ue Audit trail Server OS Windows Server 2012 R2, Windows Server 2012, Windows 2008 R2, Server 2008 (Service Pack 2 or Higher) CPU Dual Core Processor, 2 GHz Processor or better Memory 2 — 4 GB RAM Communications TCP /IP Local Storage C:\ Drive with 40GB or greater available Web Module Server(s) Required if Installing "Web Access" or Public Portal- Weblink" OS Windows Server 2012 with IIS 8, Windows Server 2008 R2 with IIS 7 CPU Dual Core 2.8 GHz or faster processor Memory 2 GB RAM or more Viewer Web Browser (minimum versions): Laserfiche Web products operate most efficiently when using Internet Explorer 9. Other supported browsers are Firefox, Safari and Chrome DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA De �eeeee b.eeeeee �eeeee beeeeee.eeeeee �eeeee b.eeeeee .E0000ro,000000.eeeeeeweeeeee.ee .. Clients are responsible for any additional security protocol setup /associated fees that are required to provide internal /external web access. An example would be setting up "Kerberos" for thin client active directory authentication, or setting up VPN access to allow Laserfiche's iPad /iPhone applications to connect through the Web Access server. Laserfiche Public Portal — Weblink Per Processor (Unlimited) licensing specifics: The Public Portal License allows unlimited connections per processor, however a large number of connections may affect the Laserfiche application server performance (one processor can handle roughly 100 to 150 concurrent retrieval connections). The client must have one Public Portal License for each Laserfiche application server they desire to connect to, and the Public Portal license must be licensed by the appropriate number of processors, which is required to match or exceed the CPUs /processors on the Laserfiche application server that the Public Portal will connect to. For example, the client must have a dual - processor or multiprocessor Public Portal license in order to connect to a Laserfiche Application Note Server that has two or more processors. Public Portal View Only Licenses may only be used with Weblink; they are not available for other applications. OCR Scheduler for I asetfiche OS Windows Operation Systems: 32 & 64 bit Requirements Laserfiche Version 8 Server (runs as a service), Laserfiche Version 8 Client. Recommendation 1 dedicated LF Named User license Must use ISIS drivers to be compatible with Laserfiche ScanConnect software. Scanner compatibility should be confirmed by referencing the most up to date Laserfiche published supported scanner list at: http: / /Iaserfiche.com/ static /Resources /scanlist.html. I.osetfiche F''ornis Laserfiche Server Version 8.3.2 or higher, Avante or Rio licensing model Web Server Windows Server 2008 or Windows 7 with IIS 7 or 7.5, Windows Server 2012 CPU 2.9 GHz or faster processor Memory 8 GB RAM or more Database Server Microsoft SQL Server 2008, 2008 R2, and 2012, and 2012 R2 Client Laserfiche Forms can be viewed in Chrome, Firefox 3.5 and higher, Internet Explorer 7 and higher, Opera, and Safari (Mac only). It also support mobile browsing from iPad 2 and higher. For best results we recommend using Internet Explorer 9 or higher, Firefox 12 or higher, or Chrome 6 or higher Note Internet Explorer 7 users should install Microsoft security update 947864 (MS08 -024) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 The terms of this agreement shall remain in force and effect for a period of ninety (90) days from the date appearing below, unless accepted by the Client. Submitted by: MM, a Limited Liability Company Date: October 5, 2015 DocuSigned by: 6K" barsf6w By: _ '49P (Signature) Donny Barstow President (Printed Name & Title) Noted Items Accepted by: DENTON, TEXAS Date: By: (Signature) (Printed Name & Title) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA FaWIR `B3 Service Level Agreement Level 3 Application Support MM Support Services TABLE OF CONTENTS PURPOSE................................................................................................................................. ............................... 2 SCOPEOF AGREEMENT ............................................................................................................ ..............................2 SERVICES AUTOMATICALLY PROVIDED UNDER THIS AGREEMENT ............................................................... ..............................2 REQUESTS FOR SERVICES NOT COVERED UNDER THIS AGREEMENT ........................................................... ..............................2 APPLICATIONSCOVERED .................................................................................................................... ..............................4 PROCESSES AND PROCEDURES RELATED TO THIS AGREEMENT ................................................ ..............................4 CALLMANAGEMENT PROCESS ............................................................................................................ ..............................4 METRICS.................................................................................................................................. ..............................4 METRICSREPORTING ........................................................................................................................ ..............................4 SUPPORT METRICS REAL -TIME MONITORING ......................................................................................... ..............................4 DEPENDENCE ON OTHER ORGANIZATIONS .............................................................................. ..............................4 APPENDIXA ............................................................................................................................. ..............................5 DEFINITIONS.................................................................................................................................... ..............................5 SupportRequest ....................................................................................................................... ..............................5 Levelsof Support ...................................................................................................................... ..............................5 SeverityCodes .......................................................................................................................... ..............................5 APPENDIXB ............................................................................................................................. ..............................7 ROLES AND RESPONSIBILITIES .............................................................................................................. ..............................7 theclient .................................................................................................................................. ..............................7 MCCi........................................................................................................................................ ............................... 7 Page 1 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MCCi Support Services Purpose The purpose of this Support Service Level Agreement (SLA) is to formalize an arrangement between MCCi and the client to deliver specific support services, at specific levels of support, and at an agreed -upon cost. This document is intended to provide details of the provision of level 3 application support services to the client. Only clients that opt in to this formal SLA (which has an additional cost that is not included in annual software maintenance and support renewal), receive the additional benefits stated in section La. of this agreement. Scope of Agreement The following services are provided in response to the transfer of trouble tickets from the client to MCCi in accordance with MCCi's case management process. Services Automatically Provided Under This Agreement The following services are provided in response to the transfer of trouble tickets for level 3 support from the client to MCCi: 1. Corrective maintenance— Defined as activities associated with correcting software errors and /or system disruptions caused by software related issues. a. Available Only with Active SLA • Four business hour response time – For Severity Level 1 and Severity Level 2 support requests. • Unassisted remote access – Rather than requiring a client user to monitor and aide in remote support sessions, MCCi will work in an unassisted environment when appropriate and when granted access. • Dedicated support representative by request – Client can request and schedule time with a specific support representative. • Ability to schedule after hours events /upgrades /etc. – Clients with an active SLA have the ability to schedule after -hour services sessions with MCCi technical resources. Please note that charges for the specific services still apply. b. Available to all clients (As long as the client has an active support /maintenance agreement) • Live support hours – 8AM – 8PM EST Root -cause analysis - Analysis of the root causes of problems. MCCi will review problems to determine their root causes, take measures to correct the sources of the problems, and will distribute responses in a timely fashion. Application of available bug fixes - Defined as the emergency repair of any system operation that does not comply with the current system specifications. This includes system errors, "hung" or halted screens, and unexpected results within the system that render it unusable for the purpose for which it was designed. MCCi relies on the partner software manufacture to provide such bug fixes. 2. Ticket status updates —MCCi will provide direct access to its ticket tracking system for monitoring purposes Requests for Services NOT Covered Under This Agreement This agreement does not cover the following requests. However, MCCi would be pleased to provide a separate statement of work in proposing services to address any of the following: 1. Evaluation of new software or hardware — Evaluation or approval of new software or hardware for use within the client's Laserfiche system. This includes systems developed outside of the Laserfiche system, such as third - party systems, or systems developed by the client. Page 2 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services 2. Procurement of new software or hardware —If client requires a specific remote access software to be used for support, all software or hardware required for MCCi's use to support the client's applications will be the responsibility of the client. 3. On -call MM support management— MCCi's support managers are not required to be on call. If at a later date the client requires the support manager to be on call for a specific purpose, or on a longer -term basis, then the time must be scheduled and the client shall be charged additional for this service. 4. Level 1 and 2 support —Level 1 (help desk) and level 2 (infrastructure support) shall be provided by the client for each production application to be supported, and they shall perform their assigned duties, such as Operating System software, Web server, authentication software, software installation, application installation on production servers, database connections, client software installation, and database changes. This will be provided for the duration of this agreement. 5. Backup Services – Any and all back up services are the responsibility of the client. 6. Specific training— Training packages are available at an additional charge based on client needs. Clients can procure annual training packages through renewal of "Managed Services" or have the option of purchasing training and /or consulting when needed. 7. Major upgrades to applications supported by MM –The level of effort required to upgrade from one major version release to the next is uncertain until it becomes available and has been tested. Major version upgrades typically require professional service assistance, while point release updates to existing versions are supported as part of the service level agreement. Access to updated and new version licensing always requires an active software maintenance plan, which is separate from MCCi's SLA. 8. Upgrades to application software and associated hardware that is not directly supported by MM —This includes operating system upgrades, database upgrades, authentication software upgrades, and any other third -party vendor - required upgrades. The client's IT infrastructure and management of other internal applications are the responsibility of the client. Prior to upgrading a related application or hardware device, MCCi does require that the client contact MCCi Support to ensure compatibility. 9. Assistance with application usage— Training packages are available at an additional charge based on client needs. Clients can procure annual training packages or they have the option of purchasing training and /or consulting when needed. 10. Assistance with application usage when unsupported or nonstandard hardware or software is involved 11. Manufacturer's Software Maintenance Renewal –The renewal of the manufacturer's required maintenance package is not included in MCCi's SLA. It is a separate and required renewal item, however MCCi makes every effort to align renewal dates for ease of administration and record keeping. 12. Managed Services – Managed Services are not included in MCCi's SLA. Managed Services are a separate and optional renewal item. Managed Services are typically utilized as pre - purchased discounted time for the purposes of additional training, consultation, professional services, etc. The majority of MCCi clients elect to have Managed Services as part of their annual software renewal package. 13. Modifications to original application configurations— Changes in the client's organization or business needs (such as a reorganization or change in business process) may make the current configurations obsolete. When this occurs, the client should engage MCCi through Managed Services or custom packaged Professional Service options. It is highly recommended that the client manager and MCCi work closely together to anticipate future needs and prepare timely updates of systems to accommodate the client's constantly changing business. Page 3 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services Applications Covered This agreement is for services related to support requests concerning the production applications sold and supported directly by MW and that have an active Software Assurance Plan, and an active MW SLA. Processes and Procedures Related to This Agreement Call Management Process MW's problem- ticket system will be used to record and track all problem reports, inquires, or other types of calls received by level 3 support. This provides MW with the ability to provide metrics in regard to this SLA. Metrics Metrics Reporting Standard reports are available upon request. These reports are expected to be produced by MW's problem- ticket system, which will detail ticket management performance against SLA targets. Metrics only include the support requests that are transferred to MW for resolution. The metrics will be reported via existing standard problem - ticket system reports as available. Support Metrics Real -time Monitoring The client has the ability to track and monitor individual support cases in real -time by utilizing MW's problem - ticket system. A requirement is that the client use MW's problem- ticket system to enter problem tickets. Dependence on Other Organizations MW is dependent on other organizations in providing application support services to the client. MW depends on client resources for services (i.e., help desk, network administration, database services, etc.), and is also dependent on external suppliers (i.e. integrated application providers, hardware providers, etc.). The client will manage the interface into those suppliers as it relates to the provision of services under this agreement. MW is also dependent on MW software partners in regards to providing 2 "d tier and escalation of support cases when needed. The list of organizations and vendors that MW is dependent on may change during the term of this agreement. Page 4 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MCCi Support Services Appendix A Definitions Support Request For the purposes of this agreement, a Support Request is generally defined as a request for support to fix a defect in existing application code or a request for support that involves no modifications to application code, such as a question. Levels of Support There are three available levels of support; Level 3 is provided with this agreement. These levels are integrated into the the client's support process. These levels are defined as follows: • Level 1 —This is support provided by the client's internal help desk when it receives the Support Request from a client end user. This represents generalist support. If this level of support cannot resolve the problem, the Support Request is passed to the client's level 2 support, which is the infrastructure support specialists. Level 2 —This is support provided by the client's infrastructure support or subject matter specialist. Operational issues will be resolved at this level. If resolution requires additional assistance, the Support Request is passed to MCCi's level 3 support. • Level 3 —This is support provided by a MCCi application support specialist. This level of support does remotely perform point release version updates and application of available bug fixes, if required to resolve the problem. All level 3 contact /ticket reporting is handled by the client's level 2 support contact. Severity Codes The following characteristics are used to identify the severity of a problem report: • Business and financial exposure • Work outage • Number of clients affected • Workaround • Acceptable resolution time It is not necessary (nor is it likely) to have perfect match of each characteristic to categorize a problem report at a particular severity level. A given problem must be judged against each of the characteristics to make an overall assessment of which severity level best describes the problem. The level 1 support agent and the client jointly determine the initial severity rating for the report. Level 2 and level 3 support personnel may then negotiate with the client to modify this severity after the report is elevated to them. Page 5 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services Severity 1 (Critical) Business and financial exl The application failure creates a serious business and financial exposure. Work Outage The application failure causes the client to be unable to work or perform some significant portion of their job. Severity 2 (High) re The application failure creates a serious business and financial exposure. The application failure causes the client to be unable to work or perform some significant portion of their job. Number of Clients Affected The application failure The application failure affects a large number affects a large number of clients. of clients. Workaround [This bullet carries the heaviest weightir, There is no acceptable There is an acceptable workaround to the and implemented problem (i.e., the job workaround to the cannot be performed in problem (i.e., the job any other way). can be performed in some other wav). ;ponse Time Within four business hours. Within four business hours. Severity 3 (Medium) The application failure creates a low business and financial exposure The application failure causes the client to be unable to perform some small portion of their job, but they are still able to complete most other tasks. May also include questions and requests for information. The application failure affects a small number of clients. the characteristics for There may or may not be an acceptable workaround to the problem. Within eight business hours. Severity 4 (Low) The application failure creates a minimal business and financial exposure. The application failure causes the client to be unable to perform a minor portion of their job, but they are still able to complete most other tasks. The application failure may only affect one or two clients. -ity 1 and 2.] There is likely an acceptable workaround to the problem. Within eight business hours. Page 6 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services Appendix B Roles and Responsibilities The Client The Client has the following general responsibilities under this agreement: • The Client will conduct business in a courteous and professional manner with MCCi. • The Client users, clients, and /or suppliers using the applications stated in the Statement of Work will use the appropriate help desk to request support. • The Client will use its own appropriate help desk to provide level 1 support; this includes creating problem tickets, work orders, and assigning responsibility to the appropriate level 2 client resource. • The Client will use its own appropriate internal support to provide level 2 support for infrastructure related items; server, network, firewall, operating systems, web server, authentication software, software installation, application installation on production servers, database connections, database changes, data backup and storage, and all other infrastructure related responsibiliites. • The Client will provide all information required to open a support request. • The Client will assign severity codes adhering to the correct usage of these codes as defined in the client's case management process. • Once a support request has been submitted, the client will make its personnel available to work with the MCCi support resource assigned to the support request. • The Client end users do not contact MCCi support resources directly to report a problem. All problem calls must be logged through the appropriate help desk. This ensures maximum availability and response times. • The Client will continue to provide MCCi access, software, licensing, training, documentation, and support of its remote access software if it requires MCCi to utilize specific software to provide remote support. Otherwise MCCi will utilize it's exsitng client user - assisted remote access tools. MCCi MCCi has the following general responsibilities under this agreement: • MCCi will conduct business in a courteous and professional manner with the client. • MCCi will log all information from the client required to establish contact information, document the nature of the problem and the client's hardware /network environment (as applicable). • MCCi will attempt to resolve problems over the phone on first call. • MCCi will escalate support request to next level of internal support within MCCi upon approach of escalation points. • MCCi will obtain the client's approval before ticket closure or may close the ticket if 3 business days elapse without an update from the client. • MCCi will be the interface on behalf of the client to MCCi's partner software manufacturers There are several roles deployed within MCCi that are integral to the provision of support services to the client. These roles include the following: IT Director /Support Manager The MCCi IT Director will provide the overall direction of the activities of the support specialists, and will participate directly in the production of the associated deliverables when needed. This individual reports to the MCCi President. His or her duties include supporting the Support Manager, Account Support Representatives, Project Managers, Developers, Trainers and other members of the MCCi team. Page 7 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Service Level Agreement Level 3 Application Support MM Support Services Account Support Representative: The MCO account support representatives work as a dynamic team of support professionals who provide level 3 application support for applications provided and supported by MCCi. Reporting to the MCO IT Director and /or MCO Support Manager, they are responsible for the timely submission of all deliverables. Their duties include: • Dedicating 100 percent of time to the support of existing MCO clients • Conducting all root -cause analysis and bug fix isolation and resolution activities, and associated documentation for the individual tasks, as assigned by the MCO technology director and /or support manager. • Acting as a point of contact for all application issues (software errors and related questions). • For enhancements, determining the potential high -level effort for all changes, and based on that, either passing it on to a member of MCO's Managed Services team if it is not a technical support related issue, or completing it themselves if possible. All bugs /software errors are addressed by level 3 support. • Identifying all tasks associated with each support request and deriving time estimates for the completion of each task. • Responsibility for responding to and updating tickets. • Assitance in testing to resolve application problems. • Providing knowledge transfer to backup support specialist when needed. • Preparing weekly and monthly status reports for pending support tickets when requested. Escalated /Overflow Support Representative: These representatives are responsible for the timely submission of all deliverables and typically have other higher level job duties such as project management, managed services, or development. Their duties include: • Acting in the capacity of an Account Support Representative when there are additional capacity or escalation needs. Page 8 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit C Laserfiche Services Scope of Work File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Scope of Work Laserfiche Upgrade and Maintenance Support Services SCOPE OF WORK AND SERVICES It is anticipated that the scope of work will include, at a minimum, the following: W 9A The City is seeking a Contractor to perform Laserfiche (LF) Maintenance for current United 8.2.687 version and upgrade implementation cost and licensing for migrating to LF RIO along with purchasing and implementing LF Forms Package to include three (3) forms creations. The City also has workflows processes that query Oracle, SQL, Access, and Excel backend databases that will need to function with upgraded RIO without losing current functionality. There are several automated imports from network shares that go into LF. Maintenance shall be for a three -year timeframe beginning October 25, 2015 through October 24, 2018. The City is seeking LF maintenance for United 8.2 version and implementation and upgrades the software to RIO licenses. The City has workflow processes and automated imports that will need to function with upgraded RIO without losing current functionality. With LF, the user departments can better manage and centralize their electronic records with flexibility to customize filing structures, records retrieval, and workflows that reflect records management business processes. By purchasing and implementing the LF Forms Package to include development of three (3) forms, the City will automate business processes and increase staff productivity. The City is interested in receiving proposals to contract with a qualified and experienced technology contractor to perform a LF software application upgrade from United 8.2 version to RIO with implementation of the LF Forms Package to include development of three (3) departmental forms. The expectation of this upgrade is to maintain the same level of service the City currently utilizes using standard Laserfiche RIO licensing and workflows. After the upgrade, the City plans on contracting with the approved VAR for recommendations on application and workflow enhancements to better utilize the application along with the implementation or installation of approved enhancements. A sample listing is provided. The City has approximately 190 workflow processes that query Oracle, SQL, Access, and Excel backend databases that are using standard Laserfiche tools. Updating repositories and migrating data will need to be scheduled with the user departments with some migrations needing to be performed after hours or on weekends. Each repository will need to be migrated separately with testing performed by user departments and sign off before going live (a.k.a. "go- live "). There are several automated imports from network shares that go into Laserfiche that the contractor will need to include in their proposal. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 The City has performed an assessment with the user departments and will need 300 Full Licenses and one (1) Processor License for RIO internal & public portal. The Laserfiche Forms Package is a new module that will need to be tested and implemented by contractor before go- live along with the development of three (3) departmental forms. The City needs maintenance starting October 24, 2015, with the implementation to RIO for all repositories completed by April 1, 2016. The number and cost amount of RIO user licenses will need to be provided in the proposal for this upgrade prior to awarded contract. The City understands that pricing for software and support will change if the software license and implementation order is not placed by November 15, 2015. The Contractor shall provide the following engagement: 1. "Turn key" implementation of Laserfiche RIO. Refer to professional services section of price proposal (Exhibit B of this Agreement) for details. 2. Workflow configurations or functional modifications shall not be included in this engagement. Contractor shall provide hourly rates and number of hours for each engagement for the following roles: 1. Application resource 2. Workflow resource 3. Database Administrator 4. Project Manager For maintenance support calls, the City requires and expects a four -hour call back window from the contractor. The following current Laserfiche products will need to be converted using the RIO licenses. Current Laserfiche Products the City of Denton is running: • LF Enterprise Server (Quantity: 1) • LF Full User (Quantity: 75) • LF Read -Only User (Quantity: 75) • LF Audit -Trial Module (Quantity: 1) • LF E -mail Plug -In • LF Plus Plug -in • LF Snapshot • Quick Fields (Quantity: 1) • QF Zone OCR (Quantity: 1) • Records Management Premier Edition (Quantity: 1) • SDK Pack (Quantity: 1) • LF Web Access • LF WebLink • LF Workflow (Quantity: 75) • LF Import Agent File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 B. City of Denton responsibilities: The City of Denton resource availability for the project is limited, which will require the upgrade partner to fill most roles to deliver the project 1. Technical infrastructure configuration and support 2. Validate and verify data migration for data accuracy 3. Validate and verify data of standard LF and custom reports for data accuracy 4. Validate and verify workflow processes 5. The City of Denton shall provide appropriate work space within City offices for project staff to complete the upgrade project. 6. The City of Denton shall provide remote access to the LF System, as necessary. 7. The City of Denton shall not provide per diem or travel for project staff assigned to this project. The negotiated price for the upgrade shall be firm, fixed. C. Minimum Project Assumptions 1. Technical upgrade — i.e. no business process change except where Workflow processes are implemented. 2. Minimize impact to end users a. Updating of repositories and migrating data shall be scheduled with the user departments. Some migrations shall be done after close of business or on weekends to minimize the impact on the end users. 3. Mandatory requirements to ensure functionality or quality a. Each City user department with a Laserfiche repository shall sign off on the upgrade tests prior to going live. D. City of Denton is currently running: Laserfiche United 8.2.687 is running in a virtual environment (VMware release 5.5) with Laserfiche Workflow 9.0. The database is SQL with fourteen (14) repositories and one test repository where the repositories are used by various City departments. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit D State of Texas Department of Information Resources Contract No. DIR -SDD -2502 Terms and Conditions File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES MCCi, LLC 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR ") with its principal place of business at 300 West 15`x' Street, Suite 1300, Austin, Texas 78701, and MCCi, LLC (hereinafter "Vendor "), with its principal place of business at 1700 Capital Circle SW, Tallahassee, FL 32310. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR - SDD -TMP -198, on November 12, 2012, for Software Products and Related Services. Upon execution of this Contract, a notice of award for RFO DIR - SDD - TMP -198 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Laserfiche Software License Agreement; Appendix E, Blueridge Software License Agreement and /or Service Agreement; Appendix F, Granicus, Inc. Service Agreement; Exhibit 1, Vendor's Response to RFO DIR - SDD -TMP -198, including all addenda; and Exhibit 2, RFO DIR - SDD -TMP -198, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Appendix E, then Appendix F, then Exhibit 1 and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be one (1) year commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to three (3) optional one -year terms. Page I of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 Protracted contract negotiations may, in DIR's sole discretion, result in fewer optional terms. 3. Product and Service Offerings A. Products Products available under this Contract are limited to those software products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited to those software services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.13 above. 4. Pricing A. Manufacturer's Suggested Retail Price (MSRP) MSRP is defined as the product sales price suggested by the manufacturer or publisher of a product. B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price = MSRP — Customer Discount 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) any other entity or consortia authorized by Texas law to sell said products and services to eligible Customers, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing Page 2 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 purchases. This Contract shall be amended within ten (10) business days to reflect the lower price. D. DIR Administrative Fee The administrative fee specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer. E. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery. F. Tax - Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(1) and 0). G. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http: / /www. window .state.tx.us /procurement/pro /g stmp /). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre - approved in writing by Customer. H. Changes to Prices Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Price decreases shall take effect.automatically during the term of this Contract and shall be passed onto the Customer immediately. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one -half of one percent (0.50 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $500.00. Page 3 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Robin Abbott, Manager Contract and Vendor Management Department of Information Resources 300 W. 15"' St., Suite 1300 Austin, Texas 78701 Phone: (512) 475 -4700 Facsimile: (512) 475 -4759 If sent to the Vendor: Donny Barstow MCCi, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (800) 342 -2633 Facsimile: (850) 701 -0715 Email: dwbgmccinnovations.com 7. Software License and Service Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreements set forth in Appendix D and E of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D and E. Order Fulfiller shall make the Software License Agreements terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreements is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. Page 4 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 B. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink- wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click -wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click -wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix F of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. 8. Intellectual Property Matters A. Definitions L" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know -how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer Page 5 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2. "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know -how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3. "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and /or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4. "Third Party IP" means the Intellectual Property Rights of any third party not a party to this Contract, and which is not directly or indirectly providing any goods or services to Customer under this Contract. 5. "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Page 6 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday thru Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and /or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. Page 7 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product, shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub - paragraph H. Hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non - transferable, non - exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non- exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the Page 8 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product and not for the use or benefit of such third party in any other capacity. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. Page 9 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 DIR Contract No. DIR -SDD -2502 This Contract is executed to be effective as of the date of last signature. MCCi, LLC Authorized By: Signature on File Name: Donny Barstow Title: President Date: 7/22/2013 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Karen Robinson Title: Executive Director Date: 7/31/13 Office of General Counsel: Signature on File Page 10 of 10 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIPIT 3 Appen ix A Standard Terms and Conditions For Product and Related Services Contracts Table of Contents 1. Contract Scope ........................................................................................ ............................... 1 2. No Quantity Guarantees .......................................................................... ............................... 1 3. Definitions ................................................................................................ ..............................1 4. General Provisions .................................................................................. ............................... 2 A. Entire Agreement ........................................................................... ............................... 2 B. Modification of Contract Terms and /or Amendments ................... ............................... 2 C. Invalid Term or Condition ............................................................. ............................... 2 D. Assignment .................................................................................... ............................... 3 E. Survival ........................................................................................... ..............................3 F. Choice of Law ................................................................................ ............................... 3 G. Limitation of Authority .................................................................. ............................... 3 H. Proof of Financial Stability ............................................................ ............................... 3 5. Intellectual Property Matters ................................................................... ............................... 4 A. Definitions ....................................................................................... ..............................4 B. Ownership ...................................................................................... ............................... 5 C. Further Actions .............................................................................. ............................... 5 D. Waiver of Moral Rights ................................................................. ............................... 6 E. Confidentiality ................................................................................ ..............................6 F. Injunctive Relief ............................................................................. ............................... 6 G. Return of Materials Pertaining to Work Product ........................... ............................... 6 H. Vendor License to Use ................................................................... ............................... 7 I. Third -Party Underlying and Derivative Works ............................. ............................... 7 J. Agreement with Subcontracts ........................................................ ............................... 7 K. License to Customer ...................................................................... ............................... 7 L. Vendor Development Rights .......................................................... ............................... 8 6. Product Terms and Conditions ................................................................ ............................... 8 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) .......................... ............................... 8 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) .............................................................................................. ............................... 8 7. Contract Fulfillment and Promotion ....................................................... ............................... 9 A. Service, Sales and Support of the Contract .................................... ............................... 9 B. Use of Order Fulfillers ................................................................... ............................... 9 1) Designation of Order Fulfillers ................................................ ............................... 9 2) Changes in Order Fulfiller List ................................................ ............................... 9 3) Order Fulfiller Pricing to Customer ....................................... ............................... 10 02/04/2015 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts C. Product Warranty and Return Policies ......................................... ............................... 10 D. Customer Site Preparation ........................................................... ............................... 10 E. Internet Access to Contract and Pricing Information .................. ............................... 10 15 1) Vendor Website ..................................................................... ............................... 10 3) Historically Underutilized Businesses Subcontract Reports .. ............................... 2) Accurate and Timely Contract Information ........................... ............................... 10 16 3) Website Compliance Checks ................................................. ............................... 10 C. Records and Audit ........................................................................ ............................... 4) Website Changes .................................................................... ............................... 11 17 5) Use of Access Data Prohibited .............................................. ............................... 11 6) Responsibility for Content ..................................................... ............................... 11 F. DIR Logo ..................................................................................... ............................... 11 G. Vendor and Order Fulfiller Logo ................................................. ............................... 11 H. Trade Show Participation ............................................................. ............................... 11 I. Orientation Meeting ..................................................................... ............................... 12 J. Performance Review Meetings .................................................... ............................... 12 K. DIR Cost Avoidance .................................................................... ............................... 12 8. Pricing, Purchase Orders, Invoices, and Payments ............................... ............................... 12 A. Manufacturer's Suggested Retail Price (MSRP) or List Price ..... ............................... 12 B. Customer Discount ....................................................................... ............................... 12 C. Customer Price ............................................................................. ............................... 12 D. Shipping and Handling Fees ........................................................ ............................... 13 E. Tax - Exempt .................................................................................... .............................13 F. Travel Expense Reimbursement .................................................. ............................... 13 G. Changes to Prices ......................................................................... ............................... 13 H. Purchase Orders ........................................................................... ............................... 14 I. Invoices ........................................................................................ ............................... 14 J. Payments ...................................................................................... ............................... 14 9. Contract Administration ........................................................................ ............................... 15 A. Contract Managers ....................................................................... ............................... 15 1) State Contract Manager .......................................................... ............................... 15 2) Vendor Contract Manager ...................................................... ............................... 15 B. Reporting and Administrative Fees ............................................. ............................... 15 1) Reporting Responsibility ....................................................... ............................... 15 2) Detailed Monthly Report ....................................................... ............................... 15 3) Historically Underutilized Businesses Subcontract Reports .. ............................... 15 4) DIR Administrative Fee ......................................................... ............................... 16 5) Accurate and Timely Submission of Reports ........................ ............................... 16 C. Records and Audit ........................................................................ ............................... 16 D. Contract Administration Notification .......................................... ............................... 17 10. Vendor Responsibilities ........................................................................ ............................... 18 A. Indemnification ............................................................................ ............................... 18 B. Taxes /Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 19 C. Vendor Certifications ................................................................... ............................... 20 D. Ability to Conduct Business in Texas .......................................... ............................... 21 02/04/2015 i i DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts E. Equal Opportunity Compliance ................................................... ............................... 21 F. Use of Subcontractors .................................................................. ............................... 22 G. Responsibility for Actions ........................................................... ............................... 22 H. Confidentiality ............................................................................. ............................... 22 I. Security of Premises, Equipment, Data and Personnel ................ ............................... 22 J. Background and /or Criminal History Investigation ..................... ............................... 23 K. Limitation of Liability .................................................................. ............................... 23 L. Overcharges ................................................................................. ............................... 23 M. Prohibited Conduct ...................................................................... ............................... 23 N. Required Insurance Coverage ...................................................... ............................... 23 O. Use of State Property ................................................................... ............................... 25 P. Immigration .................................................................................. ............................... 25 Q. Public Disclosure ......................................................................... ............................... 25 R. Product and /or Services Substitutions ......................................... ............................... 25 S. Secure Erasure of Hard Disk Products and /or Services ............... ............................... 26 T. Deceptive Trade Practices; Unfair Business Practices ................ ............................... 26 U. Drug Free Workplace Policy ....................................................... ............................... 26 V. Accessiblity of Public Information .............................................. ............................... 26 W. Vendor Reporting Requirements ................................................. ............................... 26 11. Contract Enforcement ........................................................................... ............................... 27 A. Enforcement of Contract and Dispute Resolution ....................... ............................... 27 B. Termination .................................................................................... .............................27 1) Termination for Non - Appropriation ...................................... ............................... 27 a) Termination for Non - Appropriation by Customer ............. ............................... 27 b) Termination for Non - Appropriation by DIR ..................... ............................... 27 2) Absolute Right ....................................................................... ............................... 28 3) Termination for Convenience ................................................ ............................... 28 4) Termination for Cause ........................................................... ............................... 28 a) Contract .............................................................................. .............................28 b) Purchase Order ................................................................. ............................... 28 5) Customer Rights Under Termination ..................................... ............................... 29 6) Vendor or Order Fulfiller Rights Under Termination ............ ............................... 29 C. Force Majeure .............................................................................. ............................... 29 12. Notification ........................................................................................... ............................... 29 A. Notices ......................................................................................... ............................... 29 B. Handling of Written Complaints .................................................. ............................... 29 13. Captions ................................................................................................ ............................... 30 02/04/2015 iii DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and /or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. 3. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non -profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith -based group, that enters into a financial or non- financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low- income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74. 1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check — an audit of Vendor's compliance with the Contract may be 02/04/2015 Page 1 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts performed by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA — refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State — refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and /or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre - printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. 3) Customers and Vendor will negotiate and enter into written agreements regarding statements of work, service level agreements, remedies, acceptance criteria, information confidentiality and security requirements, and other terms specific to their Purchase Orders under the Contract with Vendors. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable State and /or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term 02/04/2015 Page 2 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts or condition and DIR does not waive the applicable State and /or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more terms or conditions in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party and, for Vendor, a mutually agreed written Contract amendment. Any other assignment by a party shall require the written consent of the other party and a mutually agreed written Contract amendment. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract. Rights and obligations under this Contract which by their nature should survive, including, but not limited to any and all payment obligations invoiced prior to the termination or expiration hereof; obligations of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof. F. Choice of Law The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR. H. Proof of Financial Stability Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at any time during the contract term. 02/04/2015 Page 3 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA AppenclVz Standard Terms and Conditions For Product and Related Services Contracts 5. Intellectual Property Matters A. Definitions 1)" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know -how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction - to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2) "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know -how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3) "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and /or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 02/04/2015 Page 4 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 4) "Third Party IP" means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not directly or indirectly providing any goods or services to Customer under this Contract. 5) "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to- practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and /or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and 02/04/2015 Page 5 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Appendix A3 Standard Terms and Conditions For Product and Related Services Contracts its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub - paragraph H. hereunder. Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer 02/04/2015 Page 6 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertain to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non - transferable, non - exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non - exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. 02/04/2015 Page 7 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIIJ3113 Appendix Standard Terms and Conditions For Product and Related Services Contracts L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 6. Product Terms and Conditions A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act). B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 6.13.2, below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR or a written certification that a commodity is not on DIR contract (for the limited purpose of purchasing from a local government purchasing cooperative). 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, 02/04/2015 Page 8 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 6.13. 7. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with 02/04/2015 Page 9 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.13. La above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then- currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non -DIR Contract offerings at Vendor's website. The website must include the product and services offered, product and service specifications, specific contract pricing expressed in dollars as well as discount off MSRP or List Price, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is compliant with the 02/04/2015 Page 10 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts pricing as stated in the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to suspend, terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link suspension, termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and /or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any 02/04/2015 Page 11 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. DIR, at its discretion, may waive the orientation requirement for Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. 8. Pricing, Purchase Orders, Invoices, and Payments A. Manufacturer's Suggested Retail Price (MSRP) or List Price MSRP is defined as the product sales price list published in some form by the manufacturer or publisher of a product and available to and recognized by the trade. A price list especially prepared for a given solicitation is not acceptable. B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price = (MSRP or List Price — Customer Discount as set forth in Appendix C, Pricing Index) x (1 + DIR Administrative Fee, as set forth in the Contract). 02/04/2015 Page 12 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products or services available under this Contract is provided by the Vendor at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) to any other customer under the same terms and conditions provided for the State for the same commodities and services under this contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall notify DIR within ten (10) days and this Contract shall be amended to reflect the lower price. D. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited or special delivery, Customer will be responsible for any charges for expedited or special delivery. E. Tax - Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(1) and 0). F. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http: / /www.window.state.tx.us /procurement /pro /g stmp /). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in the Contract is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre- approved in writing by Customer. G. Changes to Prices Subject to the requirements of this section, Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. 02/04/2015 Page 13 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA AppenuIX A Standard Terms and Conditions For Product and Related Services Contracts 1) Price increase or decrease change requests must be requested with a signed cover letter indicating the change in price. Price increase requests must be accompanied by a copy of the manufacturer or publisher's price list. 2) Price decreases shall take effect automatically during the term of this Contract and shall be passed onto the Customer immediately. 3) Requests for price increases will be accepted or rejected by DIR within thirty (30) calendar days after receipt of a properly submitted request. Increases that are not accepted within thirty (30) calendar days will be deemed rejected. If a properly submitted increase is rejected, Vendor may request that the product or service rejected be removed from the Contract. The product or service will be removed from the Contract upon execution of a written Contract amendment, which shall be transmitted to Vendor by DIR within thirty (30) calendar days after receipt of the written request to remove the product or service and executed by both parties without undue delay. Existing pricing must be honored up to the date of execution of the Contract amendment. Prices may not be increased for at least ninety (90) calendar days after the contract start date. Price reductions will be accepted at any time. H. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. I. Invoices 1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and /or services purchased under the Contract and any provision of acceptance of such products and /or services shall be made by the Customer to the Order Fulfiller. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. 3) The administrative fee as set forth in the Contract shall not be broken out as a separate line item when pricing or invoice is provided to Customer. J. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. 02/04/2015 Page 14 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 9. Contract Administration A. Contract Managers DIR and the Vendor will each provide a Contract Manager to support the Contract. Information regarding the Contract Manager will be posted on the Internet website designated for the Contract. 1) State Contract Manager DIR shall provide a Contract Manager whose duties shall include but not be limited to: i) advising DIR and Vendor of Vendor's compliance with the terms and conditions of the Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports submitted by Vendor. 2) Vendor Contract Manager Vendor shall provide a dedicated Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then - current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR, adequately serving the needs of the State. B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports shall be submitted to the DIR ICT Cooperative Contracts E -Mail Box at ict.sales o dir.texas. 7ov. Reports are due on the fifteenth (15"') calendar day after the close of the previous month period. If the 15t" calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include, per transaction: the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the administrative fee due for the reporting period, and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with Vendor's relevant 02/04/2015 Page 15 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIPIT 3 Appen ix A Standard Terms and Conditions For Product and Related Services Contracts Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. Payment of the administrative fee shall be due on the fifteenth (15"') calendar day after the close of the previous month period. DIR may change the amount of the administrative fee upon thirty (30) calendar days written notice to Vendor without the need for a formal contract amendment. b) Vendor shall reference the DIR Contract number, reporting period, and administrative fee amount on any remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. c) Failure to timely submit three (3) reports or administrative fee payments within any rolling twelve (12) month period may, at DIR's discretion, result in the addition of late fees of $100 /day for each day the report or payment is due (up to $1000 /month) or suspension or termination of Vendor's Contract. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor and /or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency or designee, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative 02/04/2015 Page 16 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and /or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management staff, the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and /or copying such books and records. Vendor and /or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and /or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and /or copying Vendor's and /or Order Fulfiller's records. Vendor's and /or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and /or Order Fulfiller personnel familiar with the Vendor's and /or Order Fulfiller's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Vendor and /or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification 02/04/2015 Page 17 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts of the following: i) DIR Contract Administrator name and contact information, and ii) DIR Cooperative Contracts E -Mail Box information. 10. Vendor Responsibilities A. Indemnification 1) INDEPENDENT CONTRACTOR VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER OR THE STATE OF TEXAS. 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 3) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND /OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. 02/04/2015 Page 18 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non - infringing. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND /OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND /OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND /OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND /OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 02/04/2015 Page 19 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHI,$IT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts C. Vendor Certifications Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order # 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit; Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) agree that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; 02/04/2015 Page 20 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts (xii) have identified all current or fonner, within the last five years, employees of the State assigned to work on the DIR Contract 20% or more of their time and have disclosed them to DIR and have disclosed or do not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, certify they shall disclose the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) represent and warrant that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that they will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, certify they shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; (xiv) under Section 2155.006, Government Code, are not ineligible to receive the specified contract and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate; (xv) have complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, they acknowledge the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract; and (xvi) represent and warrant that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code. During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. In addition, Vendor understands and agrees that Vendor may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law (e.g., privacy and security requirements). D. Ability to Conduct Business in Texas Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be 02/04/2015 Page 21 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision - making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Certification Statement of Appendix A to the RFO and /or Section 10.C. (xii) and (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and /or the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are state agencies are government agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re -sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises, Equipment, Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data ") belonging to the Customer. Vendor and /or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and /or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor 02/04/2015 Page 22 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts and /or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. J. Background and /or Criminal History Investigation Prior to commencement of any services, background and /or criminal history investigation of the Vendor and /or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and /or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and /or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation. L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to' the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises 02/04/2015 Page 23 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIIJ3113 Appendix Standard Terms and Conditions For Product and Related Services Contracts and /or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and /or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A rated by A.M. Best, licensed in the State of Texas, and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of $1,000,000 per occurrence for coverage A, B, & C including products /completed operations, where appropriate, with a separate aggregate limit of $2,000,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30 -day Notice of Termination in favor of DIR and /or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and /or Customer. 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308 -1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE POLICY LIMIT AND $1,000,000 PER DISEASE PER EMPLOYEE. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and /or Customer: a) Waiver of Subrogation; b) 30 -day Notice of Termination; and 02/04/2015 Page 24 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts c) Additional Insured. O. Use of State Property Vendor is prohibited from using the Customer's equipment, the customer's location, or any other resources of the Customer or the State for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA ") and the Immigration Act of 1990 (8 U.S.C.I 101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under this Contract. Pursuant to Executive Order No. RP -80, issued by the Governor of Texas on December 3, 2014, and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with the United States Department of Homeland Security's E- Verify system to determine the eligibility of. • all persons 1) to whom the E- Verify system applies, and 2) who are hired by the Vendor during the term of this Contract to perform duties within Texas; and all subcontractors' employees 1) to whom the E- Verify system applies, and 2) who are hired by the subcontractor during the term of this Contract and assigned by the subcontractor to perform work pursuant to this Contract. The Vendor shall require its subcontractors to comply with the requirements of this Section and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure No public disclosures or news releases pertaining to this contract shall be made without prior written approval of DIR. R. Product and /or Services Substitutions Substitutions are not permitted without the written permission of DIR or Customer. 02/04/2015 Page 25 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIPIT 3 Appen ix A Standard Terms and Conditions For Product and Related Services Contracts S. Secure Erasure of Hard Disk Products and /or Services Vendor agrees that all products and /or services equipped with hard disk drives (i.e. computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to securely erase data written to the hard drive prior to final disposition of such products and /or services, either at the end of the Customer's Managed Services product's useful life or the end of the related Customer Managed Services Agreement for such products and/ services, in accordance with 1 TAC 202. T. Deceptive Trade Practices; Unfair Business Practices 1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. 2) Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. U. Drug Free Workplace Policy Vendor 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 Vendor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. V. Accessiblity of Public Information 1) Pursuant to S.B. 1368 of the 83`d Texas Legislature, Regular Session, Vendor is required to make any information created or exchanged with the State pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 2) Each State government entity should supplement the provision set forth in Subsection 1, above, with the additional terms agreed upon by the parties regarding the specific format by which the Vendor is required to make the information accessible by the public. W. Vendor Reporting Requirements Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added by HB 2539 of the 83`d Texas Legislature, Regular Session, requiring computer technicians to report images of child pornography. 02/04/2015 Page 26 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 11. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. B. Termination 1) Termination for Non - Appropriation a) Termination for Non - Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and /or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b) Termination for Non - Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and /or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for 02/04/2015 Page 27 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts any damages or any other amounts which are caused by or associated with such termination. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of intent to terminate. 3) Termination for Convenience DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order by giving the other party thirty (30) calendar days written notice. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non - defaulting party may, at its option and in addition to any other remedies it may have available, cancel and 02/04/2015 Page 28 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non- performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 12. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15`h Street, Suite 1300 Austin, Texas 78701 (512) 475 -4759, facsimile 02/04/2015 Page 29 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHWITA3 Appendix Standard Terms and Conditions For Product and Related Services Contracts 13. Captions The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 02/04/2015 Page 30 of 30 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix B HUB Subcontracting Plan (HSP) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA ^Nxl` EXHIBIT 3 HUB SUBCONTRACTING PLAN (HSP) In accordance with Texas Gov't Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting Plan (HSP) with their response to the bid requisition (solicitation). NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.13 are: • 11.2 percent for heavy construction other than building contracts, • 21.1 percent for all building construction, including general contractors and operative builders contracts, • 32.7 percent for all special trade construction contracts, • 23.6 percent for professional services contracts, • 24.6 percent for all other services contracts, and • 21 percent for commodities contracts. - - Agency Special Instructions /Additional Requirements - - In accordance with 34 TAC §20.14(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only contracts that have been in place for five years or less shall qualify for meeting the HUB goal. This limitation is designed to encourage Vendor rotation as recommended by the 2009 Texas Disparity Study. For assistance in completing the HSP, contact the HUB Coordinator, Bernadette Davis at bernadette.davis(d)dir. texas. gov . • RESPONDENT AND REQUISITION INFORMATION a. Respondent (Company) Name: MCCi, LLC (wholly owned subsidiary of Municipal Code Corporation) State of Texas VID #: 1590649026100 Point of Contact: Donny Barstow, President Phone #: (850) 701.0711 E -mail Address: dwb @mccinnovations.com Fax #: (850) 701.0715 b. Is your company a State of Texas certified HUB? ❑ - Yes ®- No NJ DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA c. Requisition #: DIR- SDD -TMP -198 EXHIBIT 3 Bid Open Date: 12 1 10 12012 Enter your company's name here: IVIM, LLC Requisition #: DIR- SOD•TMP -198 ME= SUBCONTRACTING INTENTIONS After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including goods and services, will be subcontracted. Note: In accordance with 34 TAC §20.11., an "Subcontractor" means a person who contracts with a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity. a. Check the appropriate box (Yes or No) that identifies your subcontracting intentions: ❑ - Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b, of this SECTION and continue to Item c of this SECTION.) ®- No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources. (If No, continue to SECTION 3.) b. List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to Vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non -HUBS Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for five (5) years or less. Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for more than five (5) years. Percentage of the contract expected to be subcontracted to non-HUBs. 1 % % % 2 % % % 3 % % % 4 % % % 5 % % % 6 % % % 7 % % % 8 % % % 9 % % % 10 % % % 11 % % % 12 % % % 13 % % % 14 % % % 15 % % % Aggregate percentages of the contract expected to be subcontracted: % % % (Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at http:llwindow. state. tx.us /procurement/prog /hub /hub- subcontracting - plan/) c. Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities you listed in SECTION 2, Item b. ❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.) ®- No (If No, continue to Item d, of this SECTION.) d. Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with which you have had contracts in place with for five (5) years or less meets or exceeds the HUB goal the contracting agency identified on page 1 in the "Agency Special Instructions /Additional Requirements ". DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA ❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Good FIOMIB46153 A (Attachment A)" for each of the subcontracting opportunities you listed.) ®- No (If No, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed.) Enter your company's name here: MCCi,LLC Requisition #: DIR- SDD -TMP -198 • SUBCONTRACTING INTENTIONS (CONTINUATION SHEET) a. This page can be used as a continuation sheet to the HSP Form's page 2, SECTION 2, Item b. Continue listing the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to Vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non -HUBs Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for five (5) years or less. Percentage of the contract expected to be subcontracted to HUBs with which you have had contracts in place for more than five (5) years. Percentage of the contract expected to be subcontracted to non-HUBs. % % % % % % Aggregate percentages of the contract expected to be subcontracted: % % % ID: 85 EA14B0- 6306 -4 E7A -AD63 -231 D78B E35 FA SELF PERFORMING JUSTIFICATION (If you responded "i i IE11114 3, Item a, you must complete this SECTION and continue to SECTION 4.) Check the appropriate box (Yes or No) that indicates whether your response /proposal contains an explanation demonstrating how your company will fulfill the entire contract with its own resources. ®- Yes (If Yes, in the space provided below list the specific page(s) /section(s) of your proposal which explains how your company will perform the entire contract with its own equipment, supplies, materials and/or employees.) ❑ - No (If No, in the space provided below explain how your company will perform the entire contract with its own equipment, supplies, materials and /or employees.) "Attachment A- Supplemental Company Information" contains resumes of our staff, which indicate the experience and certification required to deliver our services. "Attachment B- Proposed Solutions" contains descriptions of the products MCCi will offer as a certified partner of the related software manufacturers. � - AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition: • The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non -HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. • The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non - HUBs). (The PAR is available at h ttp:/lwww. window.sta te. tx.us/procurement/prog /hub /hub - forms /proaressassessmentrpt.xls). • The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all state contracting. • The respondent must, upon request, allow the contracting agency to perform on -site reviews of the company's headquarters and /or work -site where services are being performed and must provide documentation regarding staffing and other resources. Signature Donny Barstow President 12/05/2012 Printed Name Title Date REMINDER: ➢ If you responded "Yes" to SECTION 2, Items c or d, you must complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. ➢ If you responded "No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. 3 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HSP Good Faith EffbAYWRIlod A (Attachment A) Enter your company's name here: MCCi, LLC Requisition #: DIR- SDD -TMP -198 IMPORTANT: If you responded "Yes" to SECTION 2, Items c or d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at http: / /www. window .state.tx.uslprocurementlprogl hub / hub - forms/ HUBSubcontractingPlanAttachment -A.doc V*11[sRU150 SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment. Item #: NA Description: NA SUBCONTRACTOR SELECTION List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A -1. Also identify whether they are a Texas Certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. Company Name Texas Certified HUB VID # (Required if Texas Certified HUB) Approximate Dollar Amount Expected Percentage of Contract ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ -Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBS and Non -HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA HSP Good Faith Effortyd B (Attachment B) Enter your company's name here: MCU, LLC Requisition #: DIR- SDD -TMP -198 IMPORTANT: If you responded "No" to SECTION 2, Items c and d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at hftp: / /www. window .state.tx.us /procurementiprog/ hub/ hub - formsl HUBSubcontractingPlanAffachment -B.doc • ► = SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment. Item #: NA Description: No subcontracting opportunities were listed. • = MENTOR PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program, submitting its Protege (Protege must be a State of Texas certified HUB) as a subcontractor to perform the subcontracting opportunity listed in SECTION B -1, constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work. Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B -1 to your Protege. ❑ - Yes (If Yes, to continue to SECTION B-4.) ®- No 1 Not Applicable (If No or Not Applicable, continue to SECTION B -3.) • = NOTIFICATION OF SUBCONTRACTING OPPORTUNITY When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBS and minority or women trade organizations or development centers about the subcontracting opportunity you listed in SECTION 6-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available online at http: / /www.window. state .b(.usiprocurement /prog /hub /hub- subcontracting-plan/ Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and minority or women trade organizations or development centers. a. Provide written notification of the subcontracting opportunity you listed in SECTION B -1, to three 3 or more Texas certified HUBs. Unless the contracting agency specified a different time period, you must allow the HUBs at least seven (7) working days to respond to the notice prior to your submitting your bid response to the contracting agency. When searching for Texas certified HUBs, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) and Historically Underutilized Business (HUB) Search directory located at http.lAvww. window. state. tx. us /procurement/ /cmbbcmblhub.html. HUB Status code "A" signifies that the company is a Texas certified HUB. b. List the three 3 Texas certified HUBs you notified regarding the subcontracting opportunity you listed in SECTION B -1. Include the company's Vendor ID (VID) number, the date you sent notice to that company, and indicate whether it was responsive or non - responsive to your subcontracting opportunity notice. Company Name VID # Date Notice Sent (mmlddfyyyy) Did the HUB Respond? NA — No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form ❑ - Yes ❑ - No I 1 ❑ -Yes ❑ -No ❑ - Yes 1771 -No 1 1 ❑ - Yes ❑ - No 1 1 ❑ - Yes No c. Provide written notification of the subcontracting opportunity you listed in SECTION B -1 to minority or women trade organizations or development centers to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members /participants. Unless the contracting agency specified a different time period, you must provide your subcontracting opportunity notice to minority or women trade organizations or development centers at least seven (7) working days prior to submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program's webpage at http: / /www.vvindow. state. tx.us /procurement/prog /hub /mwb- links -1/ d. Enter the name of the minority or women trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B -1. Include the date when you sent notice to it and indicate if it accepted or rejected your notice. Minority/Women Trade Organizations or Development Centers Date Notice Sent (mmlddlyyyy) Was the Notice Accepted. NA— No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form 1 1 ❑ - Yes ❑ - No I I ❑ - Yes 1771 -No DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 HSP Good Faith Effort - Method B (Attachment B) Cont. Enter your company's name here: MM, LLC Requisition #: DIR- SDD -TMP -198 SUBCONTRACTOR SELECTION a. List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B -1. Also identify whether they are a Texas Certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. Company Name Texas Certified HUB VID # (Required if Texas Certified HUB) Approximate DollarAmount Expected Percentage of Contract NA —No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form ❑ Yes ❑ No $ /o ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % ❑ - Yes ❑ - No $ % b. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B -1 is not a Texas certified HUB, provide written justification for your selection process (attach additional page if necessary): NA — No subcontracting opportunities listed in Section B -1 or in Section 2 item b of the HSP form DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBS and Non -HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Appendix C Pricing Index DIR -SDD -2502 Customer Software Product Description Discount Laserfiche 6.75% Blue Ridge Contract Assistance 4.75% MCCi 6.75% Granicus 3% Services Laserfiche Support 10% MCCi Support 10% *This contract is not for custom application development or enterprise resource planning products. Software sold with hardware or loaded on a hardware appliance is outside the scope of this contract. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 APPENDIX D LASERFICHE SOFTWARE LICENSE AGREEMENT DIR -SDD -2502 This Laserfiche Software License Agreement ( "License Agreement ") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or "you ") on whose server or systems the Software (as defined below) will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (the "DOCUMENTATION "), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed certain document imaging and enterprise content management software programs which it markets or intends to market under the brand name Laserfiche° The Software constitutes valuable proprietary products and includes confidential proprietary information and trade secrets of Laserfiche, which embody substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (c) "Stand -alone Software" that operates on a single computer; (d) "Plug -in Software Modules" that can be added to the previously mentioned Software packages and /or (e) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 license applies to particular Laserfiche software, such as terms that accompany a software development kit or Laserfiche software designated for "application service provider" purposes, those terms will also apply. Otherwise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software "), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as part of the processing of downloading the Software. Laserfiche grants Licensee a limited, non - exclusive, non- transferable license to use the Software subject to the terms and conditions of this License Agreement and the License Files which accompany the Software. B. Limitations and Reauirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date(s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software will be referred to as the "Server "), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances ") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. V. If a License File indicates that the Software includes "named user connections," the Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two principal types of named user connections: first, a named user connection capable of DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 modifying a database governed by the Server (referred to as a "Named Full User" connection and listed in the License File as "NamedUserLimit" or "ReadWriteNamedObjectLimit "); and, second, a named user connection capable of only read -only access (referred to as a "Named Retrieval User" connection and listed in the License File as "named read -only objects" or "ReadOnlyNamedObjectLimit "). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read - write capabilities, which are listed in the License File. This third type of connection is referred to as "Restricted Named User" connection and is listed in the License File as "Restricted NamedUserLimit," and it has the additional capabilities listed in the License File in a section called "Restricted Use rFeatures." Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. vi. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections may be shared among individuals. There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read -write users ") and concurrent user connections capable of only read -only access (referred to as "Retrieval" connections and listed in the License File as "read -only users "). Once the maximum number of read -write or read -only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read -only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing "). vii. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read -only public portals "), which are intended to allow read - only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read -only CPU limit "), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles =l" in the License File), all connections through WebLink will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. X. If a License File lists an expiration date, the Software referenced in the License File may not be run after that date. X. If a License File specifies one or more languages, then the Laserfiche user interface may DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 only be run in those specified languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this information. xiii. Add -ons and additional features that the Software can support may be used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third -party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration," "Evaluation," "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation, testing and /or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no warranties or any other claims with regard to the Software's usability, reliability, performance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 for any purpose. Laserfiche's rights to the feedback survive the termination of this License Agreement. xviii. If the License File lists the Standard Forms feature, then the forms features of Laserfiche may be used only by Named Full Users. If the License File lists the Forms Portal feature, then public users may submit forms that initiate a forms business process, but only Named Full Users may further participate in forms business processes, create or configure forms, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are treated as public users for the purposes of this section 1.13.xviii. 2. Ownership of Software. The Software is licensed and not sold. Laserfiche retains all rights to ownership of, and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. To the extent allowable by the Texas Public Information Act, during the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional term as the Software consists of confidential proprietary information and /or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in an effort to discover the source code, any confidential proprietary information, or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated in the Software or Documentation ( "Laserfiche's trade secrets or confidential information "), either directly or indirectly, to sell, market or distribute any software product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Software; or (d) publish the Software for others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee must not remove any product identification, copyright legend or other notices from the Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of Laserfiche software, such as for "application service provider" purposes, all users of the Software must be employees of Licensee or independent contractors who are bound by contractual obligation to use the Software solely in the course of Licensee's business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 that constitutes Licensee. Licensee must not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right granted by this License. The restrictions in this paragraph do not apply to read -only access by public users who utilize an authorized read -only Public Portal connection. 5. Term and Termination. Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 10.13. Termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 7. NO CONSEQUENTIAL DAMAGES. Limitation of Liability Terms are detailed in DIR Contract No. DIR - SDD -2502, Appendix A, Section 9.K. Limitation of Liability. 8. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation. 9. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License Agreement on the part of either party will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 10. Severability. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 11. Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 12. Entire Agreement. DIR Contract No. DIR -SDD -2502, this License Agreement, including the License Files, any Readme file included with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, course of dealing, or usage of trade will override the written terms of this License Agreement. In the event of a conflict of terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. 13. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227 -19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807, a California corporation dba Laserfiche. 14. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re- export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 15. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. (c) 2012 Laserfiche DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 APPENDIX E [SOFTWARE LICENSE AGREEMENT AND /OR SERVICE AGREEMENT] DIR -SDD -2502 Blueridge Software, Inc. Software License Agreement Software is defined as the Blueridge Software computer program with which this Software License Agreement is included and any updates or maintenance releases thereto. This Agreement applies to the: (i) trial; (ii) single -user; and (iii) multi -user versions of the Software. Do not use the Software until you have carefully read the following Agreement. This Agreement sets forth the terms and conditions for licensing of the Software from Blueridge Software to you, and installing and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. License and Certain Restrictions Trial Versions If this Agreement is included with the single -user or multi -user trial versions of the Software, you are granted a limited non - exclusive license to use a copy of the enclosed Software for the specified period of time including the materials accompanying the trial versions of the Software: (i) if using the single -user trial version, on a computer used by a single individual, or; (ii) if using the multi -user trial version, (a) on up to five (5) computers used by five (5) individuals and (b) place a copy of your company's Software data file on a network. Thereafter, you may purchase the right to use the appropriate full version of either the single -user or multi -user versions of the Software which license terms are specified below, by contacting Blueridge Software. You may not copy the printed materials accompanying the Software if any, or print multiple copies of any user documentation. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER APPROXIMATELY THIRTY (30) DAYS USE OF SUCH SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND /OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE. Single -User Version If you purchased a full, single -user version of the Software, you are granted a limited non - exclusive license to use a copy of the enclosed Software on the computer(s) used by a single individual. You may make one (1) backup copy of the Software for your own use. You may not copy the printed materials accompanying the Software if any, or print multiple copies of any user documentation. Multi -User Versions If you purchased a multi -user version of the Software, you are granted a limited non - exclusive license to: (i) use copies of the enclosed Software on computer(s) to be used by individuals (who are your owners, employees or contractors) on all such computers; (ii) DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 place a copy of your company's Software data file on a network for use by such individuals; and (iii) make additional copies of the printed materials accompanying the Software if any, and /or print copies of any online user documentation located in the Software, provided however, that you have purchased a multi -user version of the Software and accompanying licenses for each computer or individual who will have access to the Software or the Software data file. General Making additional copies of the Software, or enabling others to use your registration code(s) or serial number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from Blueridge Software; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Blueridge Software; or to duplicate the Software by any other means including electronic transmission. The Software in its entirety is protected by the copyright laws. The Software also contains Blueridge Software trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human - perceivable form or disable any functionality, which limits the use of the Software. You may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time- sharing basis), assign, loan, resell for profit, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. You may not network the Software, except to the extent you have purchased license(s) for the multi -user version as referenced above. You may not copy or modify the Software in whole or in part, or use trade secret information contained in the Software, to develop software to interface with the Software. Termination Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 10.13. Termination. DISCLAIMER OF WARRANTIES EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS -IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUERIDGE SOFTWARE DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISKS, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR SECURITY, OR THEIR MERCHANTABILITY. BLUERIDGE SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES BLUERIDGE SOFTWARE WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENTTHROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE SPECIFIED TIME FOR ALLOWED USE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE. LIMITATION OF LIABILITY AND DAMAGES Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 9.K. Limitation of Liability. U.S. Government The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227 -7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227 - 7202 -1 through 227 - 7202 -4 (JUNE 1995), all U.S. Government End Users acquire the Software (or Licensed Product) with only those rights set forth herein. Blueridge Software Inc., 30025 Alicia Parkway, Suite 138, Laguna Niguel, CA 92677 Export Restrictions You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ( "the Acts "). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria. General Provisions You acknowledge that DIR Contract No. DIR -SDD -2502 and this Agreement is a complete statement of the agreement between you and Blueridge Software with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. In the event of a conflict in terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. DIR Contract No. DIR -SDD -2502 and this Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and Blueridge Software or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to Blueridge Software and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by Blueridge Software between you and Blueridge Software or the applicable Representative(s). This Agreement does not limit any rights that Blueridge Software may have under trade secret, copyright, patent, or other laws. The Representatives of Blueridge Software are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Blueridge Software, other than in writing signed by an officer of Blueridge Software. Accordingly, such additional statements are not binding on Blueridge Software and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. Consumer Information and Privacy For details about Blueridge's privacy policies, please refer to the Blueridge Software's Privacy Statement contained on a web site designated by Blueridge Software. Blueridge Software, the Blueridge Software logo and Contract Assistant, among others, are registered trademarks and /or registered service marks of Blueridge Software Inc. in the United States and other countries. Contract Assistant is a trademark and /or service mark of Blueridge Software Inc. in the United States and other countries. Other parties' trademarks or service marks are the property of their respective owners and should be treated as such. Copyright © 2002 -2012 Blueridge Software Inc. All rights reserved. Blueridge Software Inc. 30025 Alicia Parkway Suite 138 Laguna Niguel, CA 92677 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA Date "), EXHIBIT 3 APPENDIX F GRANICUS, INC. SERVICE AGREEMENT DIR -SDD -2502 THIS SERVICE AGREEMENT (the "Agreement "), dated as of August 1, 2013 (the "Effective is entered into between Granicus, Inc. ( "Granicus "), a California Corporation, and (the "Client "). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of DIR Contract No DIR -SDD -2502 and this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and /or its third party supplier, owns the copyright and /or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non - transferable and non - exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non - sublicensable, non - transferable and non - exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers /constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. 3. PAYMENT OF FEES 3.1 Payment Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 7. Purchase Orders, Invoices and Payments. 3.2 Additions. Granicus, at its' sole discretion, may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings, or improve user satisfaction. During the initial period of this Agreement, the customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. To the extent allowable by DIR Contact No. DIR -SDD -2502, at contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e- mail /spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non - exclusive, non - transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, non - infringement of third party rights, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section 9.K. Limitation of Liability. 7. CONFIDENTIAL INFORMATION & OWNERSHIP. 7.1 Confidentiality Obligations. To the extent allowable by the Texas Public Information Act, Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know -how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of Client. 7.2 To the extent allowable by the Texas Public Information Act, each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (18) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in DIR Contract No. DIR -SDD -2502 and an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client has the right to keep any purchased hardware, provided that Client removes and /or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution ( "Open Platform Hardware "), Client understands that upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware must be returned within fifteen (15) days of termination, and must be in substantially the same condition as when originally shipped, subject only to normal wear and tear; and (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross - referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 10. MISCELLANEOUS. 10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 10.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 10.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 10.5 Force Majeure. Force Majeure Terms are detailed in DIR Contract No. DIR -SDD- 2502, Appendix A, Section 10.C. Force Majeure. 10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. This Agreement consists of DIR Contract No. DIR -SDD -2502 and this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Trademark Information Exhibit D: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. By: Ed Roshitsh Its: President Address: 600 Harrison St, Suite 120 San Francisco, CA 94107 [INSERT CLIENT NAME] By: Name: Its: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Address: Date: DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 EXHIBIT A PROPOSAL [The remainder of this page is left blank intentionally.] DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 5'i.ff1.1-ii SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via e -mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff may be reached at (415) 357 -3618 opt 1 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415) 655 -2414, twenty - four (24) hours a day, seven (7) days a week. (c) Internet and mail, Contact Information._ The website for Granicus is http: //www.granicus.com. E -mail may be sent to the support staff at support@granicus.com. 2. Recognized Client Representatives. Granicus strives to provide unparalleled support to its Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy services shall participate in and complete the training program that is suited for the Granicus Solution. Once a Client Representative completes the training, that Representative will be recognized in Granicus' internal system as qualified to receive support and ongoing education services. All Client Representatives are eligible to receive technical support services, regardless of participation in the training program. 3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e-mail with (a) an assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus receives the Client's call or e-mail notifying Granicus of an issue or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. 4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 5. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Software. Subject to the terms and conditions of DIR Contract No. DIR -SDD -2502, this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ( "SOW "). Upon the Client's request for such enhancements /modifications, and to the extent allowable by DIR Contract No. DIR -SDD -2502, the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements /modifications. 5.1 Documentation. After the SOW has been executed by each party, a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 5.2 Acceptance. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement /modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement /modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement /modification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation of Liability; Exclusive Remedy. Limitation of Liability Terms are detailed in DIR Contract No. DIR -SDD -2502, Appendix A, Section [End of Support Information] DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 FXHIRIT C TRADEMARK INFORMATION Granicus Registered Trademarks ° granicus' Granicus logo as a mark Granicus MediaVault Mobile Encoder Outcast Encoder StreamReplicator Granicus Trademark Names TM Integrated Public Record'M Intelligent Routing' LinkedMinutes'M LiveManager'M MediaCenter'M MediaManager'� MeetingMembW MeetingServer- Simulcast Encoder'M VoteCast'M VoteCast'M Classic VoteCast'M Touch Client Trademark DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the following methods to obtain a copy of its Content: • Option 1: Video /Audio files made available through optional media: data CD, external hard drive, or Granicus provided FTP site. A CSV, XML, and /or database file will be included providing clip information, and /or legislative content. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content using the Granicus Application Programming Interface. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty (60) days. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 LASERFICHE SOFTWARE LICENSE AGREEMENT This Laserfiche Software License Agreement ( "License Agreement ") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche, whose principal place of business is in Long Beach, California ( "Laserfiche "), and the party (referred to as the "Licensee" or "you") on whose server or systems the Software (as defined below) will be made available for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (the "DOCUMENTATION "), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT AGREE OR ARE NOT AN INDIVIDUAL AUTHORIZED TO ENTER AGREEMENTS ON BEHALF OF SUCH PARTY, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION WITHOUT OBTAINING AGREEMENT OF AN AUTHORIZED INDIVIDUAL AND, IF APPLICABLE, RETURN THE SOFTWARE AND DOCUMENTATION TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed certain document imaging and enterprise content management software programs which it markets or intends to market under the brand name Laserfiche° B. The Software constitutes valuable proprietary products and includes confidential proprietary information and trade secrets of Laserfiche, which embody substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (c) "Stand -alone Software" that operates on a single computer; (d) "Plug -in Software Modules" that can be added to the previously mentioned Software packages and /or (e) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express license applies to particular Laserfiche software, such as terms that accompany a software development kit or Laserfiche software designated for "application service provider" DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 purposes, those terms will also apply. Otherwise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software "), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as part of the processing of downloading the Software. Laserfiche grants Licensee a limited, non - exclusive, non- transferable license to use the Software subject to the terms and conditions of this License Agreement and the License Files which accompany the Software. B. Limitations and Requirements. i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date(s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software will be referred to as the "Server "), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances ") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express. iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. V. If a License File indicates that the Software includes "named user connections," the Licensee may allocate the named user connections to specific individuals or devices in its discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device, and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two principal types of named user connections: first, a named user connection capable of modifying a database governed by the Server (referred to as a "Named Full User" connection and listed in the License File as "NamedUserLimit" or DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 "ReadWriteNamedObjectLimit "); and, second, a named user connection capable of only read -only access (referred to as a "Named Retrieval User" connection and listed in the License File as "named read -only objects" or "ReadOnlyNamedObjectLimit "). A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read - write capabilities, which are listed in the License File. This third type of connection is referred to as "Restricted Named User" connection and is listed in the License File as "Restricted NamedUserLimit," and it has the additional capabilities listed in the License File in a section called "RestrictedUserFeatures." Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required. vi. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections maybe shared among individuals. There are two types of concurrent user connections: concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read -write users ") and concurrent user connections capable of only read -only access (referred to as "Retrieval" connections and listed in the License File as "read -only users "). Once the maximum number of read -write or read -only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read -only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing "). vii. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read -only public portals "), which are intended to allow read - only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read -only CPU limit "), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles =l" in the License File), all connections through WebLink will have the same security profile. viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File. X. If a License File lists an expiration date, the Software referenced in the License File may not be run after that date. X. If a License File specifies one or more languages, then the Laserfiche user interface may only be run in those specified languages. xi. If Software requires a product key or keys to install or access it, Licensee is responsible DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties. xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this information. xiii. Add -ons and additional features that the Software can support maybe used only when listed in a License File. xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee will be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to customization to a third -party such as an authorized Laserfiche reseller; however, Licensee remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii. If Software is furnished to Licensee with materials indicating that it is "Demonstration," "Evaluation," "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, evaluation, testing and /or feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no warranties or any other claims with regard to the Software's usability, reliability, performance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. Laserfiche's rights to the feedback survive the termination of this License Agreement. DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 xviii. If the License File lists the Standard Forms feature, then the forms features of Laserfiche may be used only by Named Full Users. If the License File lists the Forms Portal feature, then public users may submit forms that initiate a forms business process, but only Named Full Users may further participate in forms business processes, create or configure forms, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are treated as public users for the purposes of this section 1.13.xviii. 2. Ownership of Software. The Software is licensed and not sold. Laserfiche retains all rights to ownership of, and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. To the extent allowable by the Texas Public Information Act, during the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional term as the Software consists of confidential proprietary information and /or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in an effort to discover the source code, any confidential proprietary information, or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or the proprietary information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated in the Software or Documentation ( "Laserfiche's trade secrets or confidential information "), either directly or indirectly, to sell, market or distribute any software product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Software; or (d) publish the Software for others to copy; or (e) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product which competes with the Software; or (f) seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee must not remove any product identification, copyright legend or other notices from the Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche or third parties identified in the Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or use of Laserfiche software, such as for "application service provider" purposes, all users of the Software must be employees of Licensee or independent contractors who are bound by contractual obligation to use the Software solely in the course of Licensee's business and strictly in accordance with this License Agreement. All other uses of the Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person that constitutes Licensee. Licensee must not rent, lease, lend, sublicense, distribute, transfer, copy, reproduce, display, or timeshare with any other person the Software or Documentation or any right DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 granted by this License. The restrictions in this paragraph do not apply to read -only access by public users who utilize an authorized read -only Public Portal connection. 5. Term and Termination. Termination Terms are detailed in DIR Contract No. DIR -SDD -2502, Section 10.13. Termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO THE ORIGINAL PROVIDER OF SUCH MEDIA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 7. NO CONSEQUENTIAL DAMAGES. Limitation of Liability Terms are detailed in DIR Contract No. DIR - SDD -2502, Section 9.K. Limitation of Liability. 8. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation. 9. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License Agreement on the part of either party will operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 10. Severabilitv. If any provision of this License Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to have never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the validity or enforceability of the remainder of this License Agreement. 11. Governing Law. The laws of the State of Texas shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 13. Entire Agreement. DIR Contract No. DIR -SDD -2502 and this License Agreement, including the License Files, any Readme file included with the Software, and the Documentation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 course of dealing, or usage of trade will override the written terms of this License Agreement. In the event of a conflict of terms, the terms of DIR Contract No. DIR -SDD -2502 will have precedence. 14. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227 -19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807, a California corporation dba Laserfiche. 15. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Licensee's performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re- export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority. 16. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. (c) 2012 Laserfiche DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 AMENDMENT NUMBER 1 TO CONTRACT NO. DIR -SDD -2502 BETWEEN THE STATE OF TEXAS, DEPARTMENT OF INFORMATION RESOURCES AND MCCI, INC. This Amendment Number 1 to Contract Number DIR -SDD -2502 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCI, Inc. ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through July 31, 2015, or until terminated pursuant to the termination clauses contained in the Contract. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to two (2) additional one -year renewal term. 2. Contract, Section 4. Pricing, is hereby restated in its entirety as follows: 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 3. Contract, Section 4. Pricing A - H is deleted and is hereby restated in its entirety in Appendix A, Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/14 as attached hereto. 4. Contract, Section 5. DIR Administrative Fee, A) is hereby restated in its entirety as follows: A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three quarters of one percent (.75 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. The effective date of this change will be September 1, 2014. 5. Contract, Section 6. Notification is hereby restated in its entirety as follows: 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. Amendment Number 1 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 If sent to the State: Dana L. Collins, CTPM, CTCM Manager, Contract and Vendor Management Department of Information Resources 300 W. 15`t' St., Suite 1300 Austin, Texas 78701 Phone: (512) 936 -2233 Facsimile: (512) 475 -4759 Email: dana.collins@dir.texas.gov If sent to the Vendor: Donny Barstow MCCi, LLC 1700 Capital Circle SW Tallahassee, FL 32310 Phone: (800) 342 -2633 Facsimile: (850) 701 -0715 Email: mai Ito: SLEDcontractsginsight.com dwbgmccinnovations.com 6. Contract, Section 7. Software License and Service Agreements is hereby amended by adding D. Conflicting or Additional Terms and is revised in its entirety as follows: A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreements set forth in Appendix D and E of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D and E. Order Fulfiller shall make the Software License Agreements terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreements is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. B. Shrink/Click -wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink- wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's Amendment Number 1 2 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 responsibility to read the Shrink/Click -wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click -wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix F of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. D. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 7. Contract, Section 8. Intellectual Property Matters, A - L is deleted and is hereby restated in its entirety in Appendix A, Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/14 as attached hereto. 8. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 05/02/2014. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment Number 1, and then the Contract. (Remainder of page intentionally left blank) Amendment Number 1 3 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than July 31, 2014. MCCI, Inc. Authorized By: Sijznature on file Name: Donnie Barstow Title: President Date: 8/25/14 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on file Name: Karen Robinson Title: Executive Director Date: 9/8/14 General Counsel: D.R. Brown 9/8/14 Amendment Number 1 DIR -SDD -2502 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than July 31, 2015. MCCi, LLC Authorized By: Signature on File Name: Donny Barstow Title: President Date: 07/07/2015 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Wayne Egeler on behalf of Dale Richardson Title: Chief Operations Officer Date: 07/24/2015 Office of General Counsel: Signature on File David Brown 07/22/2015 Amendment Number 2 DIR -SDD -2502 rev. 01/26/15 Page 2 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Amendment Number 2 to Contract Number DIR -SDD -2502 between State of Texas, acting by and through the Department of Information Resources and MCCi, LLC This Amendment Number 2 to Contract Number DIR -SDD -2502 ( "Contract ") is between the Department of Information Resources ( "DIR ") and MCCi, LLC ( "Vendor "). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through July 31, 2016, or until terminated pursuant to the termination clauses contained in the Contract. Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to one (1) additional one -year renewal term. 2. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 02/04/2015. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment Number 2, then Amendment Number 1 and then the Contract. (Remainder of page left blank intentionally) Amendment Number 2 DIR -SDD -2502 rev. 01/26/15 Page I DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit E City of Denton's Insurance Requirements File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at anytime; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • 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 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 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. [ ] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA 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. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] 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. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 ATTACHMENT 1 [ ] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 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: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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. File 4 5954 DocuSign Envelope ID: 85EA14B0- 6306- 4E7A- AD63- 231D78BE35FA EXHIBIT 3 Exhibit F Conflict of Interest Questionnaire (CIQ) 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. The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71' business day after the date the originally filed questionnaire becomes incomplete or inaccurate. 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. V@ J P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p 1 Y f ti ❑ Check this box if you are filing an update to a previously filed questionnaire. 0 I do not have a conflict of interest to disclose. Please sign and date below. ❑ I have a conflict of interest to disclose, and submit the following additional information: A. Name of person filing who has a business relationship with local government entity: B. Name of local government officer with whom filer has an employment of business relationship: C. This section, 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. 1. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes 0 No 2. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No 3. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No 4. Describe each affiliation or business relationship. DocuSig ned by: v 6K" barsf6w - R '10- Signature of person doing business with the government entity 10/9/2015 Date Certificate Of Completion Envelope Number: 85EA14B063064E7AAD63231D78BE35FA Subject: Please DocuSign: Contract Documents - File 5954 Source Envelope: Document Pages: 145 Signatures: 7 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 10/9/2015 8:43:45 AM PT Signer Events Cindy Alonzo cynthia.alonzo @cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Donny Barstow DWB @mccinnovations.com President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 10:16:38 AM PT ID:a7c01657- a66c -462b- 8062- 287cbd9fb34f John Knight john.knight @cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: George Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Holder: Cindy Alonzo Cynthia.Alonzo @cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 E0DO—Sig-d by: 6K" bar�w B0444ABF8D76402... Using IP Address: 12.130.117.128 Ell ... Signed by: C821996C2A2B439... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Cindy Alonzo Cynthia.Alonzo @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/9/2015 9:16:22 AM PT Viewed: 10/9/2015 9:16:36 AM PT Signed: 10/9/2015 9:18:44 AM PT Sent: 10/9/2015 9:18:47 AM PT Viewed: 10/9/2015 10:16:38 AM PT Signed: 10/9/2015 10:18:08 AM PT Sent: 10/9/2015 10:18:13 AM PT Viewed: 10/9/2015 2:12:47 PM PT Signed: 10/9/2015 2:12:58 PM PT Sent: 10/9/2015 2:13:01 PM PT Viewed: 10/12/2015 6:17:01 AM PT ' StCUfttb Signer Events Electronic Record and Signature Disclosure Not Offered ID: Jennifer Walters jennifer .walters @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Charleta Gilbreath charleta .gilbreath @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM PT ID: 04463961- 03db -4c4d- 9228- d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Bobbie Arashiro bobbie .arashiro @cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signature Signature Status Status Status Status Status P"IEL Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 10/9/2015 10:18:11 AM PT Viewed: 10/9/2015 1:16:03 PM PT Sent: 10/9/2015 10:18:11 AM PT EXHIBIT 3 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Accepted: 6/29/2015 10:36:42 AM PT ID: 2a5e0348- 28e2- 4fe4- a940- Ofad20fb875f Jane Richardson jane .richardson @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed /Encrypted 10/9/2015 2:13:01 PM PT Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Donny Barstow, Robin Fox, Bobbie Arashiro EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -983, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance rejecting any and all competitive bids for the construction of the Santa Monica Water and Wastewater Improvements project for the City of Denton; and providing an effective date (Bid 5876). The Public Utilities Board recommends approval (7 -0). BID INFORMATION This action item is for the rejection of all bids received on Bid 5876. The Santa Monica Water and Wastewater Improvements project consists of the replacement of approximately 3,400 feet of existing 8" and 12" clay sanitary sewer with new 8" and 12" PVC sanitary sewer and the replacement of approximately 3,000 feet of existing 6" cast iron water main with new 8" PVC water main. The project is located on Santa Monica Drive from Hobson to El Paseo and along the creek that runs behind the homes on the east side of the street. The project is required due to the poor pipe condition of the existing sanitary sewer and significant break history of the existing water main. Bids for the construction phase of this project were received on August 20, 2015. There were two bidders with a low base bid of $1,438,926 and a high base bid of $1,638,031. The engineer's opinion of probable construction cost (OPCC) for the base bid was $1,146,000. The low bid was 26% higher than the OPCC with the water component being 11% higher and the wastewater component being 37% higher. The bid summary is attached as Exhibit 1. The low bid for the project is considered excessive by the Water and Wastewater Department staff. Staff has estimated that they can perform the work with an internal construction crew at a significantly lower cost to the City (estimated cost of $869,220). Therefore, it is the recommendation of staff that the bids be rejected and the work be performed in house at a substantial savings. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 14, 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 10/15/2015 File #: ID 15 -983, Version: 1 Reject all bids submitted for Bid 5876. ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed by March 2016. FISCAL INFORMATION Since this project will be completed using City staff, expenses will charged against the appropriate account line as it applies to the work performed. EXHIBITS Exhibit l: Bid Tabulation 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: Frank Payne at 349 -8946. City of Denton Page 2 of 2 Printed on 10/15/2015 EXHIBIT 1 IFB 5876 - Tabulation Sheet for Construction of Santa Monica Drive Water And Wastewater Improvements I Respondent's Name: Dickerson Construction Company, Inc RBR Infrastructure & Road LLC II Principal Place of Business (City and State) Celina, TX Dallas, TX III Respondent is a Corporation, Partnership, sole Proprietorship, Indvidual? Corporation Corporation IV Total calendar days after Notice to Proceed is issued by City for substatial completion (Maximum of 210): 210 210 V Total calendar days after Notice to Proceed is issued by City for project start: 30 Wastewater Proposal Pricing: Item Description Quantity Unit Unit Price Total Unit Price Total 1 Excavation Protection 4162 LF $ 3.00 $ 12,486.00 $ 12.00 $ 49,944.00 2 Temporary Erosion Control 1 LS $ 10,000.00 $ 10,000.00 $ 33,180.00 $ 33,180.00 3 4' I.D. Concrete Manhole (0 -6 ft deep) 17 EA $ 3,000.00 $ 51,000.00 $ 10,000.00 $ 170,000.00 4 5' I.D. Concrete Manhole (0 -6 ft deep) 1 EA $ 4,500.00 $ 4,500.00 1 $ 10,800.00 $ 10,800.00 5 Additional Concrete Manhole Depth ( >6 ft deep) 45 VF $ 1,200.00 $ 54,000.00 $ 796.00 $ 35,820.00 6 Core into Existing Manhole 2 EA $ 2,500.00 $ 5,000.00 $ 2,968.00 $ 5,936.00 7 4" Sanitary Sewer Service 28 EA $ 1,500.00 $ 42,000.00 $ 1,860.00 $ 52,080.00 8 4" Sanitary Sewer Service (Creek) 2 EA $ 6,925.00 $ 13,850.00 $ 1,632.00 $ 3,264.00 9 8" Sanitary Sewer with Pavement Repair 1920 LF $ 130.00 $ 249,600.00 $ 176.00 $ 337,920.00 10 8" Sanitary Sewer Unpaved 476 LF $ 98.00 $ 46,648.00 $ 140.00 $ 66,640.00 11 12" Sanitary Sewer with Pavement Repair 34 LF $ 180.00 $ 6,120.00 $ 280.00 $ 9,520.00 12 12" Sanitary Sewer Unpaved 1663 LF $ 142.00 $ 236,146.00 $ 95.00 $ 157,985.00 13 18" Sanitary Sewer Unpaved 19 LF 1 $ 240.00 $ 4,560.00 $ 241.00 $ 4,579.00 14 12" Sanitary Sewer (Steel) 50 LF $ 225.00 $ 11,250.00 $ 196.00 $ 9,800.00 15 Cut and Plug Existing Sanitary Sewer Line 3 EA $ 1,500.00 $ 4,500.00 $ 2,948.00 $ 8,844.00 16 Abandon Existing Manhole 4 EA $ 1,000.00 $ 4,000.00 $ 2,519.00 $ 10,076.00 17 Remove Existing Manhole 5 EA $ 3,000.00 $ 15,000.00 $ 667.00 $ 3,335.00 18 Bypass Pumping 1 LS $ 44,675.00 $ 44,675.00 $ 121,030.00 $ 121,030.00 Wastewater Total $ 815,335.00 $ 1,090,753.00 Water Proposal Pricing: Item Description Quantity Unit Unit Price Total Unit Price Total 50 Excavation Protection 2952 LF $ 3.00 $ 8,856.00 $ 4.00 $ 11,808.00 51 Temporary Erosion Control 1 LS $ 2,750.00 $ 2,750.00 $ 3,555.00 $ 3,555.00 52 8" PVC C900 Water with Pavement Repair 2952 LF $ 130.00 $ 383,760.00 $ 91.00 $ 268,632.00 53 8" Gate Valve 1 EA $ 1,500.00 $ 1,500.00 $ 2,161.00 $ 2,161.00 54 1 Fire Hydrant Assembly 7 EA $ 4,500.00 $ 31,500.00 $ 4,529.00 $ 31,703.00 55 2" Water Service Connection 35 EA $ 2,200.00 $ 77,000.00 $ 1,244.00 $ 43,540.00 56 10" x 8" Tapping Sleeve Connection 1 EA $ 3,500.00 $ 3,500.00 $ 8,163.00 $ 8,163.00 57 16" x 8" Tapping Sleeve Connection 1 EA $ 6,975.00 $ 6,975.00 $ 9,647.00 $ 9,647.00 58 12" Sleeve 3 EA $ 2,500.00 $ 7,500.00 $ 7,421.00 $ 22,263.00 59 Cut and Plug Existing Water Line 2 EA $ 2,500.00 $ 5,000.00 $ 1,357.00 $ 2,714.00 60 Remove Valve Stack 3 EA $ 250.00 $ 750.00 $ 116.00 $ 348.00 61 Remove Fire Hydrant Assembly 2 EA $ 1,000.00 $ 2,000.00 $ 275.00 $ 550.00 Water Total $ 531,091.00 $ 405,084.00 Common Items Proposal Pricing: Item Description Quantity Unit Unit Price Total Unit Price Total 70 Surety Bonds 1 LS $ 35,000.00 $ 35,000.00 $ 30,430.00 $ 30,430.00 71 Project Signs 2 EA $ 1,000.00 $ 2,000.00 $ 687.00 $ 1,374.00 72 General Site Preparation 1 LS $ 37,500.00 $ 37,500.00 $ 74,210.00 $ 74,210.00 73 Barricades, Warning Signs and Detours 1 LS $ 18,000.00 $ 18,000.00 $ 36,180.00 $ 36,180.00 Items Total $ 92,500.00 $ 142,194.00 --]Common Base Bid Total (Wastewater + Water + Common) $ 1,438,926.00 $ 1,638,031.00 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD September 14, 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, September 14, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: D. PUB15 -017 Consider recommending rejection of all bids for IFB 5876 for the construction of the Santa Monica Water and Wastewater Improvements project. Item D — Board Member Russell pulled this item for a question. Russell asked what the anticipated price based on and if this can be done in house why would it be put out for bid. Martin answered much of the replacement for water and wastewater is associated with the street program. Staff is trying to go in and replace the water and wastewater lines before the streets are reconstructed in the areas that is needed. In order to keep up with the street program staff is having to contract out a lot of the work. There are two construction crews in water and only one in wastewater currently. Another crew has been approved but takes time to get the equipment and manpower in place. Council added about $44 million of additional bond funding to the street program. Martin anticipates always having to hire contractors to a certain level. The longer and larger projects will be contracted out. Board Member Jackson asked what the impact to the schedule of this project and secondly would other projects that were planned slip in the schedule. Martin answered there is a 2012 Street only bond program and a 2014 bond program. This has added this year $6 million of street improvements to the schedule. The slow part is the utility replacement. Staff looks to see if there are no utility replacements and which staff can accomplish without contractors. There is a schedule to perform a combination of both. Our in- house crew has a full slate of projects that they are working on. The utilities is hard pressed to keep pace with the $6 million of street projects. Both in house and contracts will be used to accomplish these projects. Weekends are being worked as well by city staff. Chair Robinson asked if higher cost would be seen because it is contracted out. Martin stated more cost will be seen because of the street program. Board Member Carroll asked if the street projects are destroying the utility infrastructure underneath or is the City taking advantage of replacing while the streets are being worked on. Martin answered all the systems are on GIS and staff knows the age and history as it relates EXHIBIT 2 to infill/inflow and main breaks. If a street section is going to be replaced it makes since to replace the underground utilities first. A motion was made to approve this item by Board Member Russell with a second by Board Member Parker, Vote 7 -0. Adjournment 10:36 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE REJECTING ANY AND ALL COMPETITIVE BIDS FOR THE CONSTRUCTION OF THE SANTA MONICA WATER AND WASTEWATER IMPROVEMENTS PROJECT FOR THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (BID 5876). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public warks or improvements (the replacement of approximately 3,400 feet of existing 8" and 12" clay sanitary sewer with new PVC sanitary sewer and the replacement of approximately 3,000 feet of existing 6" cast iron water main with new 8" PVC water main—Bid Number 5876 in accordance with the procedures of State laws and City ordinances; and WHEREAS, the City Council has determined that it is in the best interest of the City that the herein described bids should be rejected; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The following competitive bids for the construction of public warks 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 herein (Bid Number 5876) are hereby rejected: BID NUMBER 5876 5876 CONTRACTOR Dickerson Construction Co., Inc. RBR Infrastructure and Road LLC AMOUNT $1,438,926 $1,638,031 SECTION 2. The City Manager is hereby authorized to execute all necessary documents for the rejection of said 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 Bid 5876 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR EXHIBIT 3 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 ���'u'� I�ui�im�lll��l� www.cityofdenton.com ������������ Legislation Text File #: ID 15-984, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley October 20, 2015 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public warks contract for the construction of the Country Club Mobile Home Park, Nettie Schultz Park, and Woodhaven Street Sanitary Sewer Replacements Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (Bid 5877-awarded to the lowest responsible bidder meeting specif'ication, Dickerson Construction Company, in the amount of $1,002,073). The Public Utilities Board recommends approval (7-0). BID INFORMATION The Country Club Mobile Home Park (MPH), Nettie Schultz Park, and Woodhaven Street Sanitary Sewer Replacements project consists of the replacement of approximately 5,800 feet of existing 6" and 8" clay sanitary sewer with 8" and 10" PVC sanitary sewer. The project is located in two different locations. The first and larger portion is located in and around Nettie Schultz Park, while the second portion is located off of US Hwy 377 near Country Club Road. Standard City of Denton purchasing procedures were utilized. Bid notices were advertised in the local paper, posted on the internet, and emailed to 687 prospective bidders. Bids for the project were opened on September 10, 2015. Two (2) responses were received with a low base bid of $1,002,073 and a high base bid of $1,303,243. The bid tabulation is enclosed as Exhibit L The engineer's opinion of probable construction cost (OPCC) for the base bid was $940,560. Although the low bid is approximately 6% higher than the OPCC, this amount is within the acceptable range for this type of project. The low bidder for this project, Dickerson Construction Company, LTD appears to meet all of the necessary requirements for qualification on this project. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 28, 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 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw File #: ID 15-984, Version: 1 Award to the lowest responsible bidder meeting specif'ication, Dickerson Construction Company, in the amount of $1,002,073. PRINCIPAL PLACE OF BUSINESS Dickerson Construction Company Celina, TX ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed within 180 calendar days from Notice to Proceed. FISCAL INFORMATION This project will be funded from the Wastewater Capital Project Fund account 640190541.1360.40100 in the amount of $782,073 and account 640216541.1360.40100 in the amount of $220,000. Requisition 126074 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Bid Tabulation 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: Frank Payne at 349-8946. City of Denton Page 2 of 2 Printed on 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw EXHIBIT 1 IFB 5877 - Tabulation Sheet for Construction of Wastewater Improvements for Country Club MHP, Nettie Schultz Park and Woodhaven St Dickerson Construction I Respondent's Name: Company Inc. Wilson Contractor Services II Principal Place of Business (City and State) Celina, TX Denton, Texas Respondent is a Corporation, Partnership, sole Proprietorship, III Indvidual? Corporation LLC Total calendar days after Notice to Proceed is issued by City for IV substatial completion (Maximum of 180): 180 180 Total calendar days after Notice to Proceed is issued by City for project � sta rt: 45 45 Wastewater Proposal Pricing: Item Description Quantity Unit Unit Price Total Unit Price Total 1 Excavation Protection 5530 LF $ 2.00 $ 11,060.00 $ 5.00 $ 27,650.00 2 Temporary Erosion Control 1 LS $ 11,000.00 $ 11,000.00 $ 6,456.00 $ 6,456.00 3 4' I.D. Concrete Manhole (0-6 ft deep) 17 EA $ 3,000.00 $ 51,000.00 $ 2,731.00 $ 46,427.00 4 5' I.D. Concrete Manhole (0-6 ft deep) 2 EA $ 4,500.00 $ 9,000.00 $ 3,942.00 $ 7,884.00 5 4' I.D. Concrete Drop Manhole (0-6 ft deep) 5 EA $ 3,350.00 $ 16,750.00 $ 2,875.00 $ 14,375.00 6 5' I.D. Concrete Drop Manhole (0-6 ft deep) 1 EA $ 5,000.00 $ 5,000.00 $ 4,305.00 $ 4,305.00 7 4' I.D. Fiberglass Manhole (0-6 ft deep) 1 EA $ 7,500.00 $ 7,500.00 $ 5,974.00 $ 5,974.00 8 Additional Concrete Manhole Depth (>6 ft deep) 82 VF $ 200.00 $ 16,400.00 $ 125.00 $ 10,250.00 9 4" Sanitary Sewer Service 27 EA $ 3,000.00 $ 81,000.00 $ 890.00 $ 24,030.00 10 6" Sanitary Sewer Service 1 EA $ 4,000.00 $ 4,000.00 $ 955.00 $ 955.00 11 8" Sanitary Sewer with Pavement Repair 1596 LF $ 142.00 $ 226,632.00 $ 212.50 $ 339,150.00 12 8" Sanitary Sewer Unpaved 385 LF $ 68.00 $ 26,180.00 $ 60.00 $ 23,100.00 13 10" Sanitary Sewer with Pavement Repair 99 LF $ 145.00 $ 14,355.00 $ 285.00 $ 28,215.00 14 10" Sanitary Sewer Unpaved 3450 LF $ 70.00 $ 241,500.00 $ 106.00 $ 365,700.00 15 8" Sanitary Sewer in Casing 30 LF $ 35.00 $ 1,050.00 $ 111.00 $ 3,330.00 16 10" Sanitary Sewer in Casing 220 LF $ 40.00 $ 8,800.00 $ 116.00 $ 25,520.00 17 16" Steel Casing by Bore 250 LF $ 335.00 $ 83,750.00 $ 236.00 $ 59,000.00 18 Cut and Plug Existing Sanitary Sewer Line 7 EA $ 500.00 $ 3,500.00 $ 1,538.00 $ 10,766.00 19 Abandon Existing Manhole 7 EA $ 1,000.00 $ 7,000.00 $ 1,000.00 $ 7,000.00 20 Remove Existing Manhole 11 EA $ 1,000.00 $ 11,000.00 $ 1,675.00 $ 18,425.00 21 Bypass Pumping 1 LS $ 25,000.00 $ 25,000.00 $ 20,000.00 $ 20,000.00 22 Water Main Lowering 3 EA $ 4,500.00 $ 13,500.00 $ 2,360.00 $ 7,080.00 23 Concrete Drainage Channel / Sidewalk Repair 3937 SF $ 8.00 $ 31,496.00 $ 10.00 $ 39,370.00 24 12" Sleeve Pipe 3 EA $ 1,000.00 $ 3,000.00 $ 1,163.00 $ 3,489.00 25 Seeding Turf Grass 12800 SY $ 2.00 $ 25,600.00 $ 4.00 $ 51,200.00 Wastewater Total $ 935,073.00 $ 1,149,651.00 Common Items Proposal Pricing: Item Description Quantity Unit Unit Price Total Unit Price Total 70 Surety Bonds 1 LS $ 30,000.00 $ 30,000.00 $ 19,000.00 $ 19,000.00 71 Project Signs 2 EA $ 1,000.00 $ 2,000.00 $ 1,500.00 $ 3,000.00 72 General Site Preparation 1 LS $ 15,000.00 $ 15,000.00 $ 91,592.00 $ 91,592.00 73 Barricades, Warning Signs and Detours 1 LS $ 20,000.00 $ 20,000.00 $ 40,000.00 $ 40,000.00 Common Items Total $ 67,000.00 $ 153,592.00 Base Bid Total (Wastewater + Common) $ 1,002,073.00 $ 1,303,243.00 P-3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD September 28, 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, September 28, 2015 at 8:30 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING: George Campbell City Manager CONSENT AGENDA: A. PUB15-018 Consider recommending approval of IFB 5877 to Dickerson Construction Company in the amount of $1,002,073.00 for the construction of the Country Club MHP, Nettie Schultz Park and Woodhaven St. Sanitary Sewer Replacements project. Motion was made to approve item A by Board Member Bynum with the second by Board Member Russell. The vote was 7-0 approved. Adjournment 10:02 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE COUNTRY CLUB MOBILE HOME PARK, NETTIE SCHULTZ PARK, AND WOODHAVEN STREET SANITARY SEWER REPLACEMENTS PROJECT FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 5877-AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATION, DICKERSON CONSTRUCTION COMPANY, IN THE AMOLJNT OF $1,002,073). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public warks ar 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 warks 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 L The following competitive bids for the construction of public warks 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 5877 CONTRACTOR AMOUNT Dickerson Construction Company $1,002,073 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 warks 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 payrnent bonds, and insurance certif'icate 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 warks 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 specif'ications, standards, quantities and specified sums contained therein. 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 5877 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public warks 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 , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY _ �.----- A ��� �� � �____.. ,. BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ���'u'� I�ui�im�lll��l� www.cityofdenton.com ������������ Legislation Text File #: ID 15-986, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: AGENDA DATE: Bryan Langley October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of two (2) Altec bucket trucks for Denton Municipal Electric which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 5949-awarded to Altec Industries, Inc. in the not-to-exceed amount of $428,385.50). The Public Utilities Board recommends approval (7-0). FILE INFORMATION This item is for the purchase of two (2) Altec model DC47 line bodies that will be mounted on Freightliner model M2-106 chassis' (Exhibit 1). One (1) truck is a replacement for a 2007 Altec line body that has met the replacement criteria based on age and odometer reading. One (1) truck is a fleet addition. Both trucks were approved as part of the 2015-2016 Fiscal Year budget. These trucks will be used to maintain the electric poles throughout the City as well as to set transformers. The truck that is being replaced will be auctioned once the new vehicle arrives. Due to the Fleet department's standardization to Altec bucket trucks (Exhibit 2) and the fact that Altec is the sole distributor of the Altec DC47 model (Exhibit 3), these trucks will be purchased as a sole source. In accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirement of competitive bidding. RECOMMENDATION Award the purchase of a two (2) Altec model DC47 line trucks to Altec Industries, Inc. in the amount of $428,385.50. PRINCIPAL PLACE OF BUSINESS Altec Industries, Inc. Birmingham, AL City of Denton Page 1 of 2 Printed on 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw File #: ID 15-986, Version: 1 ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the line body trucks will occur within 270 days of purchase order issuance. FISCAL INFORMATION The trucks (Fleet ID# ED 1623 and EO 1620) will be funded from the Electric Fund account 603810605.13553920 in the amount of $215,136.50 and account 603813605.1355.3920 in the amount of $213,249. Requisition #125972 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Altec Quotes Exhibit 2: Standardization Memo Exhibit 3: Sole Source Memo Exhibit 4: Public Utilities Board Minutes Exhibit 5: Ordinance 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 10/15/2015 I� rw<�;i���i Iry I c��r:}i=;l„r�nw /iiiiiiiiiiii000� ;����������� � EXHIBIT 1 Quote Number: 295066 - 2 � �������% � Altec, Inc. iiiiiiu % �aaai � October 12, 2015 Our 86th Year Ship To: CITY OF DENTON 804 TEXAS ST ATTN: FLEET SERVICES DENTON, TX 76209-4350 US Attn: Phone: 940-349-8200 Email: Altec Quotation Number: Account Manager: Technical Sales & Support: Item Bill To: CITY OF DENTON 804 TEXAS ST ATTN: FLEET SERVICES DENTON, TX 76209-4350 United States 295066 - 2 Michael D Covington Scott Kamler Descriation Unit Altec's DC47 - 47 Foot Hydraulic Derrick, Rear mount, designed for mounting over rear axle, built in accordance with standard specifications and to include the following features A. B. C. D. E. F. G. H. I. J. K. L. M. N. Pedestal, turntable, lower boom, steel intermediate boom and hydraulically extended fiberglass upper boom. Continuous rotation, worm drive gearbox, hydraulic rotaryjoint, and electrical slip ring assembly Boom storage protection system Operators main control panel with multi-lever controls to operate all derrick functions equipped with HOP and System Pressure Gauges. Winch, Turntable - 15,000 pound capacity includes cable guides Open center type hydraulic system. Including control valves, shut-off valve in suction line, and plumbing on unit - Excluding Pump and Reservoir Five (5) function hydraulic overload protection system Two-part load line attachment on intermediate boom Hydraulic Side Load Protection Tilting pole guide (including double pilot operated check valves) with pole guide interlock, which prevents upper boom extension from fully retracted position until pole guide is articulated to the full-up position Engine start/stop switch installed on control panel(s) Outrigger/Machine Selector Control: Located near the outrigger controls, allows operator to divert hydraulic oil from machine circuit for outrigger operation. This reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. One (1) Two Spool and one (1) Three Spool Valve provided to operate outriggers and lower tool circuit (shipped loose - to be installed at the tailshelf). Outrigger valves to include WeatherPac connectors. Outrigger Motion Alarm: Provides audible alarm when any of the outriggers are in motion. We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENTAND BODIES SINCE 1929 � Price Page 1 of 12 ................. EXHIBIT I Item Description Quote Number: 295066 - 2 Altec, Inc. O. Back -up Alarm, installed P. Conformance to ANSI A10.31 -2006 Q. Insulated, 46 kV and below R. This Derrick is designed and manufactured in facilities that are certified to meet ISO 9001 requirements S. ANSI Z535 Safety and Instructional Signs T. Two (2) Operators and Maintenance /Parts Manuals U. Painted white with the Altec Powder Coat Paint Process V. Boom Flares, Transferable - steel, pole setting, movable from end of intermediate boom to end of upper boom, fiberglass tip furnished on end of upper boom W. Outrigger /Boom Interlock System: helps prevent operator from using unit until all outirggers are lowered 2. Rear mount pedestal 3. Rear Mount - Traditional Control Seat, installed on curb side of turntable, includes single control station 4. Turntable Mounted Winch 5. Winch: Normal Speed with 15,000 lbs. bare drum capacity. 6. Digger, Two -Speed Mechanical Shift, 12,000 ft -lbs. Includes a rapid reversing shake feature for quick and convenient cleaning of dirt from the auger and all of the components necessary to operate digger, installed. 7. Digger Storage: located on the Street Side (Normal) (NOTE: for behind the cab mount derricks, the digger will be located on the curbside) Nylon auger wind up strap included. 8. Derrick is Not Rated for Platform Use: Unit is designed and tested for use only as a digger derrick. 9. No Derrick Tong Protectors 10. Foot throttle. 11. 169 - Single handle, multi- function T -style Joystick Controller - Joystick riding Seat control panel: Single axis control lever to operate winch and digger are located next to the riding seat. A Single three -axis, three function T -style joystick controls boom raise /lower, rotation, and intermediate boom extend /retract. Individual levers located on the same control panel to the left of the joystick operate pole guides and to the right of the joystick operates upper boom extend /retract. 1 1 1 1 1 1 1 1 1 1 12. No hard wired upper controls and NO TOOL CIRCUIT at boom tip 1 13. Code 450 Outriggers, A- frame, folding shoe, 153 maximum spread, for use as auxiliary 1 or primary outriggers A. Maximum Spread: 153 inches measured from centerline of shoe pins B. Penetration at maximum extension: 6.5 inches (for standard installation on a 40 inch frame height) C. Standard Shoe Dimensions: 14 x 15.25 inches We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price Page 2 of 12 ................. EXHIBIT I Item Description Quote Number: 295066 - 2 Altec, Inc. D. Hydraulic Outrigger Control Valves E. Outrigger /Unit Selector Control: Reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. F. Outrigger motion alarms G. Outrigger Interlocks: will not allow the unit to be operated until the outriggers have been at least partially deployed. 14. Code 41: Outriggers, A- frame, fixed shoe, 149 maximum spread, for use as auxiliary outriggers only, includes: A. Maximum Spread: 149 inches to outer edge or shoes B. Penetration at maximum extension: 6.75 inches (for standard installation on a 40 inch frame height) C. Standard Shoe Dimensions: 12 x 12 inches D. Hydraulic Outrigger Control Valves E. Outrigger /Unit Selector Control: Reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. F. Outrigger Interlocks: Will not allow the unit to be operated until the outriggers have been at least partially deployed. 15. Powder coat unit Altec White. Unit & Hydraulic Acc. 16. Unit Installation Components. 17. Dirt Auger, 18" Dia., With 2 -1/2" Hex X 104" Long 18. Winch Rope For Turntable Winch 19. Load Line Swivel Hook, 8 -1/2 Ton (Crosby) 20. Standard 1" Space between Subbase and frame for hose routing and ease of maintenance. 21. DL /DM Series Derrick Subbase (Rigid) 22. Subbase Storage With Drop Down Door (Paddle Latch) At Rear 23. Custom Subbase Storage Insert Subbase Stop At 67976' 24. Reservoir, 60 Gallon, ( Altec Standard) Installed behind T -Box. 25. HVI -22 Hydraulic Oil (Standard). 26. Standard Pump For PTO 27. Hot shift PTO for automatic transmission 28. Muncie PTO ( Altec Standard) 29. Winch Recovery Option, Winch Operates In Neutral, First And Reverse (Automatic Transmissions Only) PTO is allowed to engage in Neutral, First and Reverse (Winch Recovery). When Park We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Qty 1 1 1 1 1 1 1 1 1 1 1 65 1 1 1 1 Price Page 3 of 12 ................. EXHIBIT I Quote Number: 295066 - 2 Altec, Inc. Item Description (Qty Steel Body 1 Brake is applied, chassis is forced to Neutral (normal machine operation). PTO will Platform /Flatbed 1 41. disengage when RPM limits are exceded (chassis speed of approximately 5 mph). 30. Braden PD18 Hydraulic Front Winch And Bumper Package. 20,000 LB Planetary, 1 Single -Speed Winch With Tool Box And RH Extended Shaft 31. 200' Of 1/2" Winch Cable 1 32. Quick Hook (5 TON) 1 33. Winch Controls, Dual Location (In -Cab And Remote Mounted), Air, Single Axis Control 1 Levers (Non - Meterable), Altec Preferred Dual Location Air Controllers 34. Spring Loaded Hose Reel, 50 FT Hose Capacity Location to be determined. 1 35. Install Tool Circuit For Hose Reel Installation, Below Rotation (Male Pressure, Female 1 1/8" (12 Gauge) Treadplate Floor 1 Return) 96" Body Width 1 36. 50' Conductive Hose Kit, Black, Includes Quick Disconnects and Dust Caps (Male 1 Pressure, Female Return) 37. Locking Dog Storage Bracket Locking Dog storage bracket, installed on curbside of 1 flatbed at rear in front of inboard U shaped grab handle. Body 38. Altec Body 1 39. Steel Body 1 40. Platform /Flatbed 1 41. Body Is To Be Built In Accordance With The Following Altec Standard Specifications: 1 A. Basic Body Fabricated From A40 Grade 100% Zinc Alloy Coated Steel. B. All Doors Are Full, Double Paneled, Self - Sealed With Built -In Drainage For Maximum Weather- Tightness. Stainless Steel Hinge Rods Extend Full Length Of Door. C. Heavy -Gauge Welded Steel Frame Construction With Structural Channel Crossmembers And Tread Plate Floor. D. Integrated Door Header Drip Rail At Top For Maximum Weather Protection. E. Fender Panels Are Either Roll Formed Or Have Neoprene Fenderettes Mechanically Fastened. F. Steel Treated For Improved Primer Bond And Rust Resistance. G. Automotive Type Non - Porous Door Seals Fastened To The Door Facing. 42. 134" Estimated Flatbed Length (Engineering To Determine Final Length) 1 43. 1/8" (12 Gauge) Treadplate Floor 1 44. 96" Body Width 1 Price We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You Page 4 of 12 UTILITY EQUIPMENT AND BODIES SINCE 1929 ................. EXHIBIT 1 Quote Number: 295066 - 2 Altec, Inc. Item Description (Qty 45. Finish Paint Body Altec White (Applies To Steel And Aluminum) 1 46. Finish Paint T- Box /Saddle Box Altec White 1 47. Undercoat Body 1 48. Undercoat T- Box/Saddle Box 1 49. 4 High Flatbed (No Cross Storage Available) 1 50. 6 Inch High Removable Metal Stake Sides 6" punched metal rail on sides of flatbed in 1 removable sections. 51. Outrigger Cutout Required 1 52. Unit Cutout Required 1 53. Light Channels Installed At Rear Of Flatbed 1 54. Notch Outside Rails for Tire Clearance 1 55. Custom Additional Flatbed Option Recessed cutout for Directional Light Bar, Amber, 1 LED, 51" L (Federal Signal #320792, light to be centered above subbase. 56. Altec T- Box /Saddle Box 1 57. Steel T- Box /Saddle Box 1 58. T -42 Thru Box 1 59. Standard Doors With Door Post(s). NO Partitions 1 60. 42 Inch Overall Body Length 1 61. 96 Inch Body Width 1 62. 46 Inch Body Compartment Height 1 63. 18 Inch Body Compartment Depth 1 64. 10" High Punched Metal Retaining Rails Around Sides And Front Of Body 1 65. Treadplate On Entire Top Of T -Box (Not a Walking Surface) 1 66. Rope Lights (LED) Around Top And Sides Of Compartment Door Facings 4 67. Stainless Steel Rotary Paddle Latches With Keyed Locks 4 68. All Locks Keyed Alike Including Accessories (Preferred Option) 1 69. Gas Shock (Gas Spring) Rigid Door Holders On All Vertical Doors 1 70. Standard Master Body Locking System (Located At Front) 4 71. 1st Vertical (SS) - Adjustable Shelf With Removable Dividers On 4 Inch Centers 3 We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price Page 5 of 12 ................. EXHIBIT I Quote Number: 295066 - 2 Altec, Inc. Item Description (Qty 72. 2nd Vertical (SS) - Locking Swivel Hook(s) On A Fixed Rail (Left Wall) 2 73. 2nd Vertical (SS) - Locking Swivel Hook(s) On A Fixed Rail (Right Wall) 2 74. 2nd Vertical (SS) - Transverse Shelf 1 75. 1 st Vertical (CS) - Partial Transverse Compartment Extending To The Rear Wall Of the 1 Streetside 76. Custom 1st Vertical (CS) Compartmentation Sliding Material Board, 60" Long with four 1 (4) fixed material hooks on Left side, material tray and bit holder on Right side. 77. 2nd Vertical (CS) - Partial Transverse Compartment Extending To The Rear Wall Of the 1 Streetside 78. 2nd Vertical (CS) - Transverse Shelf 1 79. 2nd Vertical (CS) - 4 Inch High Transverse Drawer Kit On Roller Bearings, As Wide As 3 Possible, Egg Crate -Style Dividers On 2 Inch Centers, Removable, Configurable (Slides To CS Only) Three(3) drawers in second compartment. 80. Steel U- Shaped Grab Handle Installe at curbside rear for 3 point access. 2 81. Steel Underbody Storage Box, One (1) Drop -Down Door, Chain Door Holders, Keyed 2 Latch Two (2) Underslung boxes installed just behind T -box, one each side, boxes to be 30" wide x 18" deep x 20" high. 82. Additional Body Option Curbside compartment top will hold a 50 gallon water tank, 1 reinforce as necessary. 83. Additional Body Option Expanded metal box, open top, 18" x 24" x 18 ", installed on 1 flatbed just behind T box on the curbside. 84. Additional Body Option Tool Tray /Bolt bin on top flatbed centered at rear behind 1 outrigger, outside dimensions to be approx. 50" wide x 24" deep, outside to be made of 6" high fixed rail with corner wash -out. Inside to have Modular Dividers (Egg Crate Style On 4 Inch Centers, Removable, And Configurable). Bodv and Chassis Accessories 85. Cabguard Required, Mounted on Front Bumper 1 86. ICC (Underride Protection) Bumper Installed At Rear 1 87. Combination 2 -5/16 Ball (10,000 LB MGTW) And Pintle Hitch (16,000 LB MGTW) 1 88. Set Of D -Rings for Trailer Safety Chain, installed one each side of towing device mount. 1 89. Glad Hands At Rear, Swing Away Type 1 90. Cable Step Installed At Rear, Single Step Curbside rear. 1 Price We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You Page 6 of 12 UTILITY EQUIPMENT AND BODIES SINCE 1929 ................. EXHIBIT I Quote Number: 295066 - 2 Altec, Inc. Item Description 91. Riding Seat Access Step (For Derricks) 92. Custom Access Step Folding two rung step at riding seat with chain and keeper like 37- 32709380, ref pn 970603529. 93. Lower Boom Rest Weldment 94. Mounting Brackets for Lights, Located on Lower Boom Rest 95. Outrigger Pad Holder, 25" L x 25" W x 5" H, Fits 24.5" x 24.5" x 4" And Smaller Pads, Bolt -On, Bottom Washout Holes, 3/4" Lip Retainer 96. Pendulum Retainers For Outrigger Pad Holders 97. Mud Flaps With Altec Logo (Pair) 98. Wheel Chocks, Rubber with Metal Hairpin Style Handle, 9.75" L X 7.75" W X 5.00" H (Pair) 99. Wheel Chock Holders (Pair), For Installation Under Flatbed Or Dump Body 100. Slope Indicator Assembly For Machine With Outriggers 101. Wood Outrigger Pad, 24" x 24" x 2.5 ", with Rope Handle 102. Ring Style Cone Holder For Installation On A Front Bumper (Holds up to four 15 "x15" large cones) Install of front bumper assy. 103. Custom Wire Rack/Reel Copper wire reel holder rack located between the uprights of the rear pole rack stansion, constructed of 1.5" rod and removable from both sides. To hold three (3) reels (12" diameter x 6" wide reels). 104. Pole Rack, Two Pole Capacity With Ratchet Tie Binders (Fixed at Rear) streetside. 105. Secondary Boom Saddle For Offset Stowing Of Derrick Due To Pole Rack 106. Air Coupling Quick Disconnect, Female Socket for 3/4 Hose (Unisource) Installed at rear and CS behind cab. 107. Triangular Reflector Kit, Installed 108. 5 LB Fire Extinguisher With Heavy Duty Bracket, Installed Location to be determined 109. Vinyl manual pouch for storage of all operator and parts manuals 110. Additional Body /Chassis Accessory 50 Gallon polyethylene water tank with spigot, installed (strapped) on CS T -box top with spigot accessable from back of T -box, see picture in file. Electrical Accessories 111. Lights and reflectors in accordance with FMVSS #108 lighting package. (Complete LED, including LED reverse lights) 112. Altec Standard Amber LED Strobe Light with Brush Guard Installed two (2) strobes, one We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 1 1 1 1 4 4 1 1 1 1 4 2 1 1 1 2 1 1 1 1 1 2 Price Page 7 of 12 ................. Item EXHIBIT I Description Quote Number: 295066 - 2 Altec, Inc. on each front corner of the cabguard. 113. Directional Light Bar, Amber, LED, 51" Long Centered at rear of flatbed. 114. Dual Tone Back -Up With Outrigger Motion Alarm 115. Altec Standard Multi -Point Grounding System 116. Altec Backup Camera System, 7" Color LCD Monitor, Heated Infrared Camera with Day /Night Sensor and Audio Camera installed centered above pintle. A. 7" Color LCD Monitor With LED Backlighting And Proximity Indicators B. 2 Inputs With Independent Triggers C. Heated Infrared Camera With Day /Night Sensor And Audio D. Mirror /Normal View E. IP68 Rated F. Wide Viewing Angle (104 Degrees Horizontal x 78 Degrees Vertical) G. 20 Meter Cable Assembly 117. PTO Hour Meter, Digital, with 10,000 Hour Display 118. 6 -Way Trailer Receptacle (Pin Type) Installed At Rear 119. Relocate Trailer Receptacle Supplied With Chassis 120. Power Distribution Module Is A Compact Self- Contained Electronic System That Provides A Standardized Interface With The Chassis Electrical System. (Includes Operator's Manual) 121. Altec Modular Panel System (AMPS) - Includes Mounting Panel and Accessory Switches Finishing Details 122. Powder Coat Unit Altec White 123. Finish Paint Body Accessories Above Body Floor Altec White 124. Altec Standard; Components mounted below frame rail shall be coated black by Altec. i.e. step bumpers, steps, frame extension, pintle hook mount, dock bumper mounts, D- rings, receiver tubes, accessory mounts, light brackets, under -ride protection, etc.Components mounted to under side of body shall be coated black by Altec. i.e. Wheel chock holders, mud flap brackets, pad carriers, boxes, lighting brackets, steps, and ladders. 125. Apply Non -Skid Coating to all walking surfaces 126. English Safety And Instructional Decals 127. Vehicle Height Placard - Installed In Cab 128. Placard, HVI -22 Hydraulic Oil 129. Dielectric test unit according to ANSI requirements. We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 (Qty Price 1 1 6 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Page 8 of 12 ................. Item EXHIBIT I Description 130. Stability test unit according to ANSI requirements. 131. Delivery Of Completed Unit 132. Inbound Freight 133. Focus Factory Build 134. DC47 -TR FA Installation Chassis Quote Number: 295066 - 2 Altec, Inc. 135. Chassis 136. Altec Supplied Chassis 137. 2016 Model Year 138. Freightliner M2 -106 139. 4x2 140. 121 Clear CA (Round To Next Whole Number) 141. Regular Cab 142. Chassis Cab 143. Chassis Color - White 144. Cummins ISB 145. 260 HP Engine Rating 146. Allison 3500 RDS Automatic Transmission 147. GVWR 33,000 LBS 148. 14,600 LBS Front GAWR 149. 21,000 LBS Rear GAWR 150. 315/80R22.5 Front Tire 151. 315/80R22.5 Rear Tire 152. Air Brakes 153. Park Brake In Rear Wheels 154. 016 -1C3 - Freightliner Horizontal Exhaust (Right - Horizontal- Behind Cab - Horizontal) 155. Freightliner - Clear Area Around Allison PTO Openings (362 -1Y0) and (363 -011) We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Qty 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Price Page 9 of 12 ................. Item EXHIBIT I Description Quote Number: 295066 - 2 Altec, Inc. 156. Freightliner - Rear Cab Crossmember Flush With Back Of Cab (561 -010) 157. Freightliner PTO Throttle Wiring for Automatic Transmission (163 -004) (148 -074) (87L -003) 158. Freightliner /Allison Body Builder Connection (34C -001) 159. No Prewire Chassis 160. No Idle Engine Shut -Down Required 161. No California Emission Requirements 162. 204 -215 Freightliner 50 Gallon Fuel Tank (Left Hand Under Cab) 163. 23U -001, 43X -002 Freightliner 6 Gallon DEF Tank (Under Cab Left Hand) 164. Front Frame Extensions 165. Battery Under Cab Left Hand 166. Air Conditioning 167. AM /FM Radio 168. Keyless Entry 169. Power Door Locks 170. Power Windows 171. Tilt Steering Wheel 172. Driver Controlled Locking Differential 173. Towing Package 174. Vinyl Split Bench Seat 175. Air Ride Drivers Seat 176. Additional Chassis Option third set of keys for the chassis Additional Pricina 177. Standard Altec Warranty: One (1) year parts warranty, one (1) year labor warranty, ninety (90) days warranty for travel charges, limited lifetime structural warranty Unit / Body / Chassis Total We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Price Chassis Total: 72,693.00 1 213,249.00 Page 10 of 12 ................. EXHIBIT I Altec Industries, Inc. BY Scott Kamler Notes: 1 Altec Standard Warranty: One (1) year parts warranty. One (1) year labor warranty. Ninety (90) days warranty for travel charges Quote Number: 295066 - 2 Altec, Inc. FET Total Total 0.00 213,249.00 Warranty on structural integrity of the following major components is to be warranted for so long as the initial purchaser owns the product: Booms, boom articulation links, hydraulic cylinder structures, outrigger weldments, pedestals, subbases and turntables. Altec is to supply a self- directed, computer based training (CBT) program. This program will provide basic instruction in the safe operation of this aerial device. This program will also include and explain ANSI and OSHA requirements related to the proper use and operation of this unit. Altec offers its standard limited warranty with the Altec supplied components which make up the Altec Unit and its installation, but expressly disclaims any and all warranties, liabilities, and responsibilities, including any implied warranties of fitness for a particular purpose and merchantability, for any customer supplied parts Altec designs and manufactures to applicable Federal Motor Vehicle Safety and DOT standards Altec takes pride in offering solutions that provide a safer work environment for our customers. In an effort to focus on safety, we would encourage you to consider the following items: Outrigger pads (When Applicable) Fall Protection System Fire extinguisher /DOT kit Platform Liner (When Applicable) Altec Sentry Training Wheel Chocks The aforementioned equipment can be offered in our new equipment quotations. If you find that any of these items have not been listed as priced options in the body of your quotation and are required by your company, we would encourage you to contact your Altec Account Manager and have an updated quotation developed for you. These options must be listed as individual options in the body of the quotation for them to be supplied by Altec. 3 Unless otherwise noted, all measurements used in this quote are based on a 40 inch (1016mm) chassis frame height and standard cab height for standard configurations. We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Page 11 of 12 ................. EXHIBIT I Quote Number: 295066 - 2 Altec, Inc. 4 F.O.B. - Customer Site 804 Texas Street, Denton TX, Fleet Services 5 Changes made to this order may affect whether or not this vehicle is subject to F.E.T. A review will be made at the time of invoicing and any applicable F.E.T. will be added to the invoice amount. 6 Price does not reflect any local, state or Federal Excise Taxes (F.E.T). The quote also does not reflect any local title or licensing fees. All appropriate taxes will be added to the final price in accordance with regulations in effect at time of invoicing. 7 Delivery: 280 -310 ARO days after receipt of order PROVIDING: A. Order is received within 14 days from the date of the quote. If initial timeframe expires, please contact your Altec representative for an updated delivery commitment. B. Chassis is received a minimum of sixty (60) days before scheduled delivery. C. Customer approval drawings are returned by requested date. D. Customer supplied accessories are received by date necessary for compliance with scheduled delivery. E. Customer expectations are accurately captured prior to releasing the order. Unexpected additions or changes made at a customer inspection will delay the delivery of the vehicle. Altec reserves the right to change suppliers in order to meet customer delivery requirements, unless specifically identified, by the customer, during the quote and or ordering process. 8 This quotation is valid until NOV 14, 2015. After this date, please contact Altec Industries, Inc. for a possible extension. 9 After the initial warranty period, Altec Industries, Inc. offers mobile service units, in -shop service and same day parts shipments on most parts from service locations nationwide at an additional competitive labor and parts rate. Call 877- GO -ALTEC for all of your Parts and Service needs. 10 Please email Altec Capital at finance @altec.com or call 888 - 408 -8148 for a lease quote today. 11 Please direct all questions to Michael D Covington at (816) 364 -2244 We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Page 12 of 12 /iiiiiiiiiiii000 EXHIBIT I Quote Number: 298288 -1 000i % "Alec. Altec, Inc. October 12, 2015 Our 86th Year Ship To: CITY OF DENTON 804 TEXAS ST ATTN: FLEET SERVICES DENTON, TX 76209 -4350 US Attn: Phone: 940 - 349 -8200 Email: Altec Quotation Number: Account Manager: Technical Sales & Support: Item Bill To: CITY OF DENTON 804 TEXAS ST ATTN: FLEET SERVICES DENTON, TX 76209 -4350 United States 298288-1 Michael D Covington Scott Kamler Description Unit Altec's DC47 - 47 Foot Hydraulic Derrick, Rear mount, designed for mounting over rear axle, built in accordance with standard specifications and to include the following features A. Pedestal, turntable, lower boom, steel intermediate boom and hydraulically extended fiberglass upper boom. B. Continuous rotation, worm drive gearbox, hydraulic rotary joint, and electrical slip ring assembly C. Boom storage protection system D. Operators main control panel with multi -lever controls to operate all derrick functions equipped with HOP and System Pressure Gauges. E. Winch, Turntable - 15,000 pound capacity includes cable guides F. Open center type hydraulic system. Including control valves, shut -off valve in suction line, and plumbing on unit - Excluding Pump and Reservoir G. Five (5) function hydraulic overload protection system H. Two -part load line attachment on intermediate boom I. Hydraulic Side Load Protection J. Tilting pole guide (including double pilot operated check valves) with pole guide interlock, which prevents upper boom extension from fully retracted position until pole guide is articulated to the full -up position K. Engine start /stop switch installed on control panel(s) L. Outrigger /Machine Selector Control: Located near the outrigger controls, allows operator to divert hydraulic oil from machine circuit for outrigger operation. This reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. M. One (1) Two Spool and one (1) Three Spool Valve provided to operate outriggers and lower tool circuit (shipped loose - to be installed at the tailshelf). Outrigger valves to include WeatherPac connectors. N. Outrigger Motion Alarm: Provides audible alarm when any of the outriggers are in motion. We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Qtv Price Pagel of 12 ................. EXHIBIT I Item Description Quote Number: 298288-1 Altec, Inc. O. Back -up Alarm, installed P. Conformance to ANSI A10.31 -2006 Q. Insulated, 46 kV and below R. This Derrick is designed and manufactured in facilities that are certified to meet ISO 9001 requirements S. ANSI Z535 Safety and Instructional Signs T. Two (2) Operators and Maintenance /Parts Manuals U. Painted white with the Altec Powder Coat Paint Process V. Boom Flares, Transferable - steel, pole setting, movable from end of intermediate boom to end of upper boom, fiberglass tip furnished on end of upper boom W. Outrigger /Boom Interlock System: helps prevent operator from using unit until all outirggers are lowered 2. Rear mount pedestal 3. Rear Mount - Traditional Control Seat, installed on curb side of turntable, includes single control station 4. Turntable Mounted Winch 5. Winch: Normal Speed with 15,000 lbs. bare drum capacity. 6. Digger, Two -Speed Mechanical Shift, 12,000 ft -lbs. Includes a rapid reversing shake feature for quick and convenient cleaning of dirt from the auger and all of the components necessary to operate digger, installed. 7. Digger Storage: located on the Street Side (Normal) (NOTE: for behind the cab mount derricks, the digger will be located on the curbside) Nylon auger wind up strap included. 8. Derrick is Not Rated for Platform Use: Unit is designed and tested for use only as a digger derrick. 9. No Derrick Tong Protectors 10. Foot throttle. 11. 169 - Single handle, multi- function T -style Joystick Controller - Joystick riding Seat control panel: Single axis control lever to operate winch and digger are located next to the riding seat. A Single three -axis, three function T -style joystick controls boom raise /lower, rotation, and intermediate boom extend /retract. Individual levers located on the same control panel to the left of the joystick operate pole guides and to the right of the joystick operates upper boom extend /retract. 1 1 1 1 1 1 1 1 1 1 12. No hard wired upper controls and NO TOOL CIRCUIT at boom tip 1 13. Code 450 Outriggers, A- frame, folding shoe, 153 maximum spread, for use as auxiliary 1 or primary outriggers A. Maximum Spread: 153 inches measured from centerline of shoe pins B. Penetration at maximum extension: 6.5 inches (for standard installation on a 40 inch frame height) C. Standard Shoe Dimensions: 14 x 15.25 inches We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price Page 2 of 12 ................. EXHIBIT I Item Description Quote Number: 298288-1 Altec, Inc. D. Hydraulic Outrigger Control Valves E. Outrigger /Unit Selector Control: Reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. F. Outrigger motion alarms G. Outrigger Interlocks: will not allow the unit to be operated until the outriggers have been at least partially deployed. 14. Code 41: Outriggers, A- frame, fixed shoe, 149 maximum spread, for use as auxiliary outriggers only, includes: A. Maximum Spread: 149 inches to outer edge or shoes B. Penetration at maximum extension: 6.75 inches (for standard installation on a 40 inch frame height) C. Standard Shoe Dimensions: 12 x 12 inches D. Hydraulic Outrigger Control Valves E. Outrigger /Unit Selector Control: Reduces the potential for inadvertent outrigger movement during machine operation if outrigger controls are bumped. F. Outrigger Interlocks: Will not allow the unit to be operated until the outriggers have been at least partially deployed. 15. Powder coat unit Altec White. Unit & Hydraulic Acc. 16. Unit Installation Components. 17. Dirt Auger, 18" Dia., With 2 -1/2" Hex X 104" Long 18. Winch Rope For Turntable Winch 19. Load Line Swivel Hook, 8 -1/2 Ton (Crosby) 20. Standard 1" Space between Subbase and frame for hose routing and ease of maintenance. 21. DL /DM Series Derrick Subbase (Rigid) 22. Subbase Storage With Drop Down Door (Paddle Latch) At Rear 23. Custom Subbase Storage Insert Subbase Stop At 67976' 24. Reservoir, 60 Gallon, ( Altec Standard) Installed behind T -Box. 25. HVI -22 Hydraulic Oil (Standard). 26. Standard Pump For PTO 27. Hot shift PTO for automatic transmission 28. Muncie PTO ( Altec Standard) 29. Winch Recovery Option, Winch Operates In Neutral, First And Reverse (Automatic Transmissions Only) PTO is allowed to engage in Neutral, First and Reverse (Winch Recovery). When Park We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Qty 1 1 1 1 1 1 1 1 1 1 1 65 1 1 1 1 Price Page 3 of 12 ................. EXHIBIT 1 Quote Number: 298288-1 Altec, Inc. Item Description (Qty Steel Body 1 Brake is applied, chassis is forced to Neutral (normal machine operation). PTO will Platform /Flatbed 1 43. disengage when RPM limits are exceded (chassis speed of approximately 5 mph). 30. Braden PD18 Hydraulic Front Winch And Bumper Package. 20,000 LB Planetary, 1 Single -Speed Winch With Tool Box And RH Extended Shaft 31. 200' Of 1/2" Winch Cable 1 32. Quick Hook (5 TON) 1 33. Winch Controls, Dual Location (In -Cab And Remote Mounted), Air, Single Axis Control 1 Levers (Non - Meterable), Altec Preferred Dual Location Air Controllers 34. Spring Loaded Hose Reel, 50 FT Hose Capacity Location to be determined. 1 35. Install Tool Circuit For Hose Reel Installation, Below Rotation (Male Pressure, Female 1 1/8" (12 Gauge) Treadplate Floor 1 Return) We Wish To Thank You For Giving Us The Pleasure 36. 50' Conductive Hose Kit, Black, Includes Quick Disconnects and Dust Caps (Male 1 UTILITY EQUIPMENT AND BODIES SINCE 1929 Pressure, Female Return) 37. Pole Puller Assembly With 1/2" Chain And Puller Plate 1 38. Pole Puller Storage Bracket Curbside front outrigger leg. 1 39. Locking Dog Storage Bracket Locking Dog storage bracket, installed on curbside of 1 flatbed at rear in front of inboard U shaped grab handle. Body 40. Altec Body 1 41. Steel Body 1 42. Platform /Flatbed 1 43. Body Is To Be Built In Accordance With The Following Altec Standard Specifications: 1 A. Basic Body Fabricated From A40 Grade 100% Zinc Alloy Coated Steel. B. All Doors Are Full, Double Paneled, Self - Sealed With Built -In Drainage For Maximum Weather- Tightness. Stainless Steel Hinge Rods Extend Full Length Of Door. C. Heavy -Gauge Welded Steel Frame Construction With Structural Channel Crossmembers And Tread Plate Floor. D. Integrated Door Header Drip Rail At Top For Maximum Weather Protection. E. Fender Panels Are Either Roll Formed Or Have Neoprene Fenderettes Mechanically Fastened. F. Steel Treated For Improved Primer Bond And Rust Resistance. G. Automotive Type Non - Porous Door Seals Fastened To The Door Facing. 44. 134" Estimated Flatbed Length (Engineering To Determine Final Length) 1 45. 1/8" (12 Gauge) Treadplate Floor 1 We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price Page 4 of 12 ................. Item EXHIBIT I Description Quote Number: 298288-1 Altec, Inc. 46. 96" Body Width 1 47. Finish Paint Body Altec White (Applies To Steel And Aluminum) 1 48. Finish Paint T- Box /Saddle Box Altec White 1 49. Undercoat Body 1 50. Undercoat T- Box/Saddle Box 1 51. 4 High Flatbed (No Cross Storage Available) 1 52. 6 Inch High Removable Metal Stake Sides 6" punched metal rail on sides of flatbed in 1 removable sections. 53. Outrigger Cutout Required 1 54. Unit Cutout Required 1 55. Light Channels Installed At Rear Of Flatbed 1 56. Notch Outside Rails for Tire Clearance 1 57. Custom Additional Flatbed Option Recessed cutout for Directional Light Bar, Amber, 1 LED, 51" L (Federal Signal #320792, light to be centered above subbase. 58. Altec T- Box /Saddle Box 1 59. Steel T- Box /Saddle Box 1 60. T -42 Thru Box 1 61. Standard Doors With Door Post(s). NO Partitions 1 62. 42 Inch Overall Body Length 1 63. 96 Inch Body Width 1 64. 46 Inch Body Compartment Height 1 65. 18 Inch Body Compartment Depth 1 66. 10" High Punched Metal Retaining Rails Around Sides And Front Of Body 1 67. Treadplate On Entire Top Of T -Box (Not a Walking Surface) 1 68. Rope Lights (LED) Around Top And Sides Of Compartment Door Facings 4 69. Stainless Steel Rotary Paddle Latches With Keyed Locks 4 70. All Locks Keyed Alike Including Accessories (Preferred Option) 1 71. Gas Shock (Gas Spring) Rigid Door Holders On All Vertical Doors 1 Price We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You Page 5 of 12 UTILITY EQUIPMENT AND BODIES SINCE 1929 ................. EXHIBIT I Quote Number: 298288-1 Altec, Inc. Item Description 72. Standard Master Body Locking System (Located At Front) 73. 1st Vertical (SS) - Adjustable Shelf With Removable Dividers On 4 Inch Centers 74. 2nd Vertical (SS) - Locking Swivel Hook(s) On A Fixed Rail (Left Wall) 75. 2nd Vertical (SS) - Locking Swivel Hook(s) On A Fixed Rail (Right Wall) 76. 2nd Vertical (SS) - Transverse Shelf 77. 1 st Vertical (CS) - Partial Transverse Compartment Extending To The Rear Wall Of the Streetside 78. Custom 1st Vertical (CS) Compartmentation Sliding Material Board, 60" Long with four (4) fixed material hooks on Left side, material tray and bit holder on Right side. 79. 2nd Vertical (CS) - Partial Transverse Compartment Extending To The Rear Wall Of the Streetside 80. 2nd Vertical (CS) - Transverse Shelf 81. 2nd Vertical (CS) - 4 Inch High Transverse Drawer Kit On Roller Bearings, As Wide As Possible, Egg Crate -Style Dividers On 2 Inch Centers, Removable, Configurable (Slides To CS Only) Three(3) drawers in second compartment. 82. Steel U- Shaped Grab Handle Installe at curbside rear for 3 point access. 83. Steel Underbody Storage Box, One (1) Drop -Down Door, Chain Door Holders, Keyed Latch Two (2) Underslung boxes installed just behind T -box, one each side, boxes to be 30" wide x 18" deep x 20" high. 84. Additional Body Option Curbside compartment top will hold a 50 gallon water tank, reinforce as necessary. 85. Additional Body Option Expanded metal box, open top, 18" x 24" x 18 ", installed on flatbed just behind T box on the curbside. 86. Additional Body Option Tool Tray /Bolt bin on top flatbed centered at rear behind outrigger, outside dimensions to be approx. 50" wide x 24" deep, outside to be made of 6" high fixed rail with corner wash -out. Inside to have Modular Dividers (Egg Crate Style On 4 Inch Centers, Removable, And Configurable). Body and Chassis Accessories 87. Cabguard Required, Mounted on Front Bumper 88. ICC (Underride Protection) Bumper Installed At Rear 89. Combination 2 -5/16 Ball (10,000 LB MGTW) And Pintle Hitch (16,000 LB MGTW) 90. Set Of D -Rings for Trailer Safety Chain, installed one each side of towing device mount. 91. Glad Hands At Rear, Swing Away Type We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 4 3 2 2 1 1 1 1 1 3 2 2 1 1 1 1 1 1 1 1 Price Page 6 of 12 ................. EXHIBIT I Quote Number: 298288-1 Altec, Inc. Item Description (Qty 92. Cable Step Installed At Rear, Single Step Curbside rear. 1 93. Riding Seat Access Step (For Derricks) 1 94. Custom Access Step Folding two rung step at riding seat with chain and keeper like 1 37- 32709380, ref pn 970603529. 95. Lower Boom Rest Weldment 1 96. Mounting Brackets for Lights, Located on Lower Boom Rest 1 97. Outrigger Pad Holder, 25" L x 25" W x 5" H, Fits 24.5" x 24.5" x 4" And Smaller Pads, 4 Bolt -On, Bottom Washout Holes, 3/4" Lip Retainer 98. Pendulum Retainers For Outrigger Pad Holders 4 99. Mud Flaps With Altec Logo (Pair) 1 100. Wheel Chocks, Rubber with Metal Hairpin Style Handle, 9.75" L X 7.75" W X 5.00" H 1 (Pair) 101. Wheel Chock Holders (Pair), For Installation Under Flatbed Or Dump Body 1 102. Slope Indicator Assembly For Machine With Outriggers 1 103. Wood Outrigger Pad, 24" x 24" x 2.5 ", with Rope Handle 4 104. Ring Style Cone Holder For Installation On A Front Bumper (Holds up to four 15 "x15" 2 large cones) Install of front bumper assy. 105. Custom Wire Rack/Reel Copper wire reel holder rack located between the uprights of 1 the rear pole rack stansion, constructed of 1.5" rod and removable from both sides. To hold three (3) reels (12" diameter x 6" wide reels). 106. Pole Rack, Two Pole Capacity With Ratchet Tie Binders (Fixed at Rear) streetside. 1 107. Secondary Boom Saddle For Offset Stowing Of Derrick Due To Pole Rack 1 108. Air Coupling Quick Disconnect, Female Socket for 3/4 Hose (Unisource) Installed at rear 2 and CS behind cab. 109. Triangular Reflector Kit, Installed 1 110. 5 LB Fire Extinguisher With Heavy Duty Bracket, Installed Location to be determined. 1 111. Vinyl manual pouch for storage of all operator and parts manuals 1 112. Additional Body /Chassis Accessory 50 Gallon polyethylene water tank with spigot, 1 installed (strapped) on CS T -box top with spigot accessable from back of T -box, see picture in file. Electrical Accessories 113. Lights and reflectors in accordance with FMVSS #108 lighting package. (Complete LED, 1 We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price Page 7 of 12 ................. EXHIBIT 1 Quote Number: 298288-1 Altec, Inc. Item Description (Qty including LED reverse lights) 114. Altec Standard Amber LED Strobe Light with Brush Guard Installed two (2) strobes, one 2 on each front corner of the cabguard. 115. Directional Light Bar, Amber, LED, 51" Long Centered at rear of flatbed. 1 116. Dual Tone Back -Up With Outrigger Motion Alarm 1 117. Altec Standard Multi -Point Grounding System 6 118. Altec Backup Camera System, 7" Color LCD Monitor, Heated Infrared Camera with 1 Day /Night Sensor and Audio Camera installed centered above pintle. A. 7" Color LCD Monitor With LED Backlighting And Proximity Indicators B. 2 Inputs With Independent Triggers C. Heated Infrared Camera With Day /Night Sensor And Audio D. Mirror /Normal View E. IP68 Rated F. Wide Viewing Angle (104 Degrees Horizontal x 78 Degrees Vertical) G. 20 Meter Cable Assembly 119. PTO Hour Meter, Digital, with 10,000 Hour Display 1 120. 6 -Way Trailer Receptacle (Pin Type) Installed At Rear 1 121. Relocate Trailer Receptacle Supplied With Chassis 1 122. Power Distribution Module Is A Compact Self- Contained Electronic System That 1 Provides A Standardized Interface With The Chassis Electrical System. (Includes Operator's Manual) 123. Altec Modular Panel System (AMPS) - Includes Mounting Panel and Accessory 1 Switches Finishina Details 124. Powder Coat Unit Altec White 1 125. Finish Paint Body Accessories Above Body Floor Altec White 1 126. Altec Standard; Components mounted below frame rail shall be coated black by Altec. 1 i.e. step bumpers, steps, frame extension, pintle hook mount, dock bumper mounts, D- rings, receiver tubes, accessory mounts, light brackets, under -ride protection, etc.Components mounted to under side of body shall be coated black by Altec. i.e. Wheel chock holders, mud flap brackets, pad carriers, boxes, lighting brackets, steps, and ladders. 127. Apply Non -Skid Coating to all walking surfaces 1 128. English Safety And Instructional Decals 1 129. Vehicle Height Placard - Installed In Cab 1 Price We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You Page 8 of 12 UTILITY EQUIPMENT AND BODIES SINCE 1929 ................. EXHIBIT I Quote Number: 298288-1 Altec, Inc. Item Description (Qty 130. Placard, HVI -22 Hydraulic Oil 1 131. Dielectric test unit according to ANSI requirements. 1 132. Stability test unit according to ANSI requirements. 1 133. Delivery Of Completed Unit 1 134. Inbound Freight 1 135. Focus Factory Build 1 136. DC47 -TR FA Installation 1 Chassis 137. Chassis 1 138. Altec Supplied Chassis 1 139. 2016 Model Year 1 140. Freightliner M2 -106 1 141. 4x2 1 142. 121 Clear CA (Round To Next Whole Number) 1 143. Regular Cab 1 144. Chassis Cab 1 145. Chassis Color - White 1 146. Cummins ISB 1 147. 260 HP Engine Rating 1 148. Allison 3500 RDS Automatic Transmission 1 149. GVWR 33,000 LBS 1 150. 14,600 LBS Front GAWR 1 151. 21,000 LBS Rear GAWR 1 152. 315/80R22.5 Front Tire 1 153. 315/80R22.5 Rear Tire 1 154. Air Brakes 1 155. Park Brake In Rear Wheels 1 Price We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You Page 9 of 12 UTILITY EQUIPMENT AND BODIES SINCE 1929 ................. EXHIBIT I Quote Number: 298288-1 Altec, Inc. Item Description 156. 016 -1C3 - Freightliner Horizontal Exhaust (Right - Horizontal- Behind Cab - Horizontal) 157. Freightliner - Clear Area Around Allison PTO Openings (362 -1Y0) and (363 -011) 158. Freightliner - Rear Cab Crossmember Flush With Back Of Cab (561 -010) 159. Freightliner PTO Throttle Wiring for Automatic Transmission (163 -004) (148 -074) (87L -003) 160. Freightliner /Allison Body Builder Connection (34C -001) 161. No Prewire Chassis 162. No Idle Engine Shut -Down Required 163. No California Emission Requirements 164. 204 -215 Freightliner 50 Gallon Fuel Tank (Left Hand Under Cab) 165. 23U -001, 43X -002 Freightliner 6 Gallon DEF Tank (Under Cab Left Hand) 166. Front Frame Extensions 167. Battery Under Cab Left Hand 168. Air Conditioning 169. AM /FM Radio 170. Keyless Entry 171. Power Door Locks 172. Power Windows 173. Tilt Steering Wheel 174. Driver Controlled Locking Differential 175. Towing Package 176. Vinyl Split Bench Seat 177. Air Ride Drivers Seat 178. Additional Chassis Option third set of keys for the chassis Additional Pricina 179. Standard Altec Warranty: One (1) year parts warranty, one (1) year labor warranty, ninety (90) days warranty for travel charges, limited lifetime structural warranty We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Price 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Chassis Total: 72,693.00 1 Page 10 of 12 ................. EXHIBIT I Altec Industries, Inc. BY Scott Kamler Notes: 1 Altec Standard Warranty: One (1) year parts warranty. One (1) year labor warranty. Ninety (90) days warranty for travel charges Quote Number: 298288-1 Altec, Inc. Unit / Body / Chassis Total 215,136.50 FET Total 0.00 Total 215,136.50 Warranty on structural integrity of the following major components is to be warranted for so long as the initial purchaser owns the product: Booms, boom articulation links, hydraulic cylinder structures, outrigger weldments, pedestals, subbases and turntables. Altec is to supply a self- directed, computer based training (CBT) program. This program will provide basic instruction in the safe operation of this aerial device. This program will also include and explain ANSI and OSHA requirements related to the proper use and operation of this unit. Altec offers its standard limited warranty with the Altec supplied components which make up the Altec Unit and its installation, but expressly disclaims any and all warranties, liabilities, and responsibilities, including any implied warranties of fitness for a particular purpose and merchantability, for any customer supplied parts Altec designs and manufactures to applicable Federal Motor Vehicle Safety and DOT standards Altec takes pride in offering solutions that provide a safer work environment for our customers. In an effort to focus on safety, we would encourage you to consider the following items: Outrigger pads (When Applicable) Fall Protection System Fire extinguisher /DOT kit Platform Liner (When Applicable) Altec Sentry Training Wheel Chocks The aforementioned equipment can be offered in our new equipment quotations. If you find that any of these items have not been listed as priced options in the body of your quotation and are required by your company, we would encourage you to contact your Altec Account Manager and have an updated quotation developed for you. These options must be listed as individual options in the body of the quotation for them to be supplied by Altec. We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Page 11 of 12 ................. EXHIBIT 1 Quote Number: 298288-1 Altec, Inc. 3 Unless otherwise noted, all measurements used in this quote are based on a 40 inch (1016mm) chassis frame height and standard cab height for standard configurations. 4 F.O.B. - Customer Site 804 Texas Street Denton, TX Fleet Services 5 Changes made to this order may affect whether or not this vehicle is subject to F.E.T. A review will be made at the time of invoicing and any applicable F.E.T. will be added to the invoice amount. 6 Price does not reflect any local, state or Federal Excise Taxes (F.E.T). The quote also does not reflect any local title or licensing fees. All appropriate taxes will be added to the final price in accordance with regulations in effect at time of invoicing. 7 Delivery: 280 -310 ARO days after receipt of order PROVIDING: A. Order is received within 14 days from the date of the quote. If initial timeframe expires, please contact your Altec representative for an updated delivery commitment. B. Chassis is received a minimum of sixty (60) days before scheduled delivery. C. Customer approval drawings are returned by requested date. D. Customer supplied accessories are received by date necessary for compliance with scheduled delivery. E. Customer expectations are accurately captured prior to releasing the order. Unexpected additions or changes made at a customer inspection will delay the delivery of the vehicle. Altec reserves the right to change suppliers in order to meet customer delivery requirements, unless specifically identified, by the customer, during the quote and or ordering process. 8 This quotation is valid until DEC 18, 2015. After this date, please contact Altec Industries, Inc. for a possible extension. 9 After the initial warranty period, Altec Industries, Inc. offers mobile service units, in -shop service and same day parts shipments on most parts from service locations nationwide at an additional competitive labor and parts rate. Call 877- GO -ALTEC for all of your Parts and Service needs. 10 Please email Altec Capital at finance @altec.com or call 888 - 408 -8148 for a lease quote today. 11 Please direct all questions to Michael D Covington at (205) 323 8751 We Wish To Thank You For Giving Us The Pleasure And Opportunity of Serving You UTILITY EQUIPMENT AND BODIES SINCE 1929 Page 12 of 12 EXHIBIT 2 -it TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: Altec Bucket Trucks Fleet Services began purchasing Altec aerial devices in 2008 and has, to the extent possible, standardized all aerial equipment replacements to the Altec specification. Standardization minimizes costs and improves efficiencies relating to technician training, diagnostic software, specialty tools and stocking of replacement parts. Altec continues to provide a well trained and experienced field service technician when responding to requests for maintenance assistance or warranty repairs. This helps to reduce downtime and costs associated with transportation of these trucks to their shop. EXHIBIT 3 Thursday, October 15, 2015 City of Denton-Purchasing Jody Word Dear Jody, Altec Industries, Inc. 210 Inverness Center Drive Birmingham, AL 35242 Altec is proud to provide products and services that help crews work SAFER & SMARTER. Altec is committed to bringing you the services and products you need as your sole source provider for New Altec Utility Equipment and OEM parts and accessories. There are no other retailers or dealers currently authorized to distribute New Altec Utility Equipment or OEM parts. Purchasing Altec parts from another source will void the warranty supported by Altec Industries, Inc. This includes the responsibility for liability should an injury'accident occur, due to failure of said Altec part(s). Sin4cery, 2 Scott cott Kamler Technical Sales Support Representative 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD October 12, 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, October 12, 2015 at 9:00 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA F. PUB15 -034 Consider recommending adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of two (2) Altec bucket trucks for Denton Municipal Electric which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 5949- awarded to Altec Industries, Inc. in the not -to- exceed amount of $428,385.50). Motion was made to approve item F by Board Member Russell with the second by Board Member Bynum. The vote was 7 -0 approved. Adjournment 10:32 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF TWO (2) WEMCO HYDROGRITTER 12" WEIR END STAINLESS STEEL GRIT SEPARATION SYSTEMS FOR THE PECAN CREEK WATER RECLAMATION PLANT, WHICH ARE AVAILABLE FROM ONLY ONE SOURCE AND 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 5941- AWARDED TO JAY MARTIN COMPANY IN THE NOT -TO- EXCEED AMOUNT OF $85,600). 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, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5941 Jay Martin Company $85,600 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 5 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 5941 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 A BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -987, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston - Galveston Area Council of Governments (H -GAC) Cooperative Purchasing Program for the acquisition of one (1) Frazer Type I Ambulance for the City of Denton Fire Department; and providing an effective date (File 5948- awarded to Frazer, Ltd. not -to- exceed amount of $151,425). FILE INFORMATION This item is a fleet addition ambulance for Fire Station 47 which located at 4201 Vintage Blvd and is also known as the Robson Ranch station. Currently, the closest Denton Fire Station with a medic unit is Fire Station 3 which is located 9 miles away from Robson Ranch. The addition of an ambulance and medic unit to Fire Station 7 will enhance service levels and reduce response time significantly. The Frazer Type I ambulance body will be mounted on a Chevrolet Model 3500 chassis and will be purchased through the Houston Galveston Area Council (H -GAC) Purchasing Program Contract# AM 10 -14. The quote and contract are attached as Exhibits 1 and 2. This item is considered a single source due to the Fleet Department's standardization of ambulance units (Exhibit 3). This will result in increased savings in parts stocking, repair familiarity, and more efficient operator training by standardizing the units. RECOMMENDATION Award the purchase of one (1) Frazer Type I ambulance body and Chevrolet Model 3500 chassis from Frazer in the amount of $151,425. PRINCIPAL PLACE OF BUSINESS Frazer, Ltd. Houston, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -987, Version: 1 The purchase and delivery the ambulance will occur within 180 days of purchase order issuance. FISCAL INFORMATION The Ambulance (Fleet ID #FD 15152) which is necessary to respond to increasing demands for service in the southwest section of the City, will be funded from the General Government Project account 810240444.1355.30100. Requisition 4125568 in the amount of $151,425 has been entered in the Purchasing software system. An additional cost of $78,354 has been allocated for communication equipment, computer equipment, automated external defibrillators, and non - consumable medical equipment such as stretchers. Therefore the total estimated cost for the vehicle and equipment is $229,779. EXHIBITS Exhibit l: H -GAC Quote Exhibit 2: H -GAC Contract Exhibit 3: Single Source Memo Exhibit 4: Ordinance 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 10/15/2015 EXHIBIT 1 k E °� RAZER, F ,off [' "tom, Las&i, W i EMS Mm h July 22, 2015 Monty Perry Denton Fire Department monty.perry C@ cityofdenton.com Quote #9056G Captain Perry, Per your request we are quoting one (1) Frazer Type I 12' Generator Powered Module mounted on a Chevy C3500 diesel chassis with an air suspension system. For your convenience all pricing has been itemized below. Frazer Type I 12' GPM 2015/2016 Chevrolet C3500 6.7L diesel chassis (ordered Chevy Red) Granning air suspension system Heat shielding for diesel chassis Optional items (listed below) HGAC fee Total Optional items included in total above: Paint module two tone Chevy Red and Frazer white on roof 3M diamond grade fluorescent yellow /green conspicuity with red translucent overlay in a chevron pattern on entire rear of module Striping and lettering 10" Buell air horn through front bumper on passenger's side of the license plate frame with truck horn /air horn switch on console, compressor below the shelf in the electrical compartment Carr 20" Super Hoop steps on truck cab Stainless steel wheel covers Federal Signal PA300 siren in lieu of standard Whelen 295SLSA1 siren Extra Federal Signal PA300 siren Double blank insert on console (2) small map holders on passenger side of console ((1) centered on rear half of console and (1) centered on front half of console) (2) large map holders on back of console Console layout (double switch panel -PA300 siren -PA300 siren- double blank insert) All clear lenses on emergency LEDs (8) Whelen M6 series red corner box LEDs w/ chrome flanges (5) Whelen M6 series LEDs w/ chrome flanges on front wall (A- B- C -R -A) (4) Whelen M6 series LEDs w/ chrome flanges on rear wall (B- A -A -B) (2) Whelen M6 series red /clear split wheel well LEDs (red to front) w/ chrome flanges in lieu of standard (4) Whelen M6 series red /clear split grille & intersect LEDs in lieu of standard (C/R- C /R- R/C -R /C) (2) Whelen M6 series red b /t/t LEDs w/ chrome flanges on rear of module (1) Whelen M6 series LED load light w/ chrome flange on rear of module Spectra 900 series LED side scene lights on two switches $ 82,000.00 $ 42,250.00 $ 6,700.00 $ 1,500.00 $ 17,975.00 $ 1,000.00 $ 151,425.00 $ 1,900.00 $ 1,500.00 $ 2,400.00 1,300.00 350.00 N/C 150.00 600.00 150.00 300.00 350.00 N/C N/C incl. incl. incl. $ 100.00 $ 300.00 $ incl. $ incl. $ 300.00 EXHIBIT 1 Dual 20 amp Kussmaul auto -eject shore power receptacles w/ red covers on driver's side front wall in lieu of standard $ 950.00 3M -GTT Opticom on front wall (non- latching, on /off switch at console and off w/ chassis door switch $ 1,800.00 Outside only rear storage compartment, angle w/ (2) hooks on ceiling $ 50.00 2 high `D' cylinder holder next to laydown 02 $ 150.00 02 regulator and cylinder changing wrench $ 150.00 Blue Akro bins (48 small and 6 large) $ 350.00 LifePak 12/15 mounting bracket at action wall FER 0822238 (ID 15176) $ 825.00 Cabinet aft of CPR seat $ 900.00 (2) acrylic holders stacked above the CPR seat ((1) TM4 on the bottom in lieu of to the rear of the CPR seat, (1) TM5 above it) $ 300.00 Blue cushions including single CPR seat $ incl. Blue captain's chair with built -in child safety seat $ 700.00 Lip at bottom of front UO $ 50.00 Lip on front 1/0 shelf $ 50.00 Fire extinguisher on floor in the inside corner of front UO towards front of module $ incl. 22 pocket acrylic organizer above squad bench $ 450.00 Fabricated 2" wide aluminum stethoscope holder above squad bench (item #13822, under 02 outlet) $ 50.00 Small needle /miscellaneous pouch centered between squad bench cushions $ 150.00 Squad bench cabinet w/ Wise trim $ 600.00 Extra sharps container on rear wall in module above squad bench in upper position $ 75.00 2 high glove box holder on rear wall in module above squad bench in center position $ 125.00 (2) coax to electrical compartment w/ 8' extra $ N/C (2) coax to truck cab w/ 5' extra $ N/C (1) NMOB connector on coax on module roof $ 50.00 (2) coat hooks mounted to plate, shipped loose $ 50.00 Installation of your Knox Medvault 2 with WiFi in the front corner area $ 450.00 All pricing is F.O.B. Houston. Per TMVCC we are quoting this through our licensed franchise dealer, Knapp Chevrolet. Please make your purchase order out to Knapp Chevrolet (P.O. Box 4179, Houston, TX 77210). Please email a copy of your purchase order and this quote to Bob Flanders with Knapp Chevrolet at bflandersC@knappchevy.com and to Adam Fischer at sales @frazerbilt.com. Please note, payment for the entire purchase is due upon receipt and acceptance of the completed unit. Of course this module has standard Frazer features including: all aluminum powder coated interior cabinets; magnetically attached seamless cushions; horizontally mounted oxygen cylinder; 120VAC filtered air conditioning and heat; 100% vinyl flooring over non -wood sub - flooring; protective plates at cot wheel locations; all Whelen M series LED emergency lighting; LED interior ceiling lights; Impact self- contained suction; on -board chassis battery charger; double -pane entry door windows; stainless steel grab handles; stainless steel squad bench and action wall wrappers; 2011 EPA certified on -board generator; electrical system decal applied to interior of compartment access door; double 6061 -T6 structural members welded at all vertical and horizontal wall intersections; sound and thermal insulation in walls, ceiling and doors; and many more. Best Regards, Laura Richardson Frazer, Ltd. LGR:LV EXHIBIT 2 Ambulances EMS & Other Special Service Vehicles Page I of 4 A CONTRACT BETWEEN HOUSTON- GALVESTON AREA COUNCIL Houston, Texas AND FRAZER, LTD. Houston, Texas This Contract is made and entered into by the Houston - Galveston Area Council of Governments, hereinafter referred to as H -GAC, having its principal place of business at 355 Timmons Lane, Suite 126, Houston, Texas 77027, AND, Frazer, Ltd., hereinafter referred to 'as the' CONTRACTOR, having its principal place of business at 7227 Rampart, Houston, Texas 77081. ARTICLE 1; SCOPE OF SERVICES The parties have entered into an Ambulances, EMS & Other Special Service Vehicles Contract to become effective as of October 1, 2014, and to continue through September 30, 2016 (the "Contract "), subject to extension upon mutual agreementofthe CONTRACTOR and H -GAC. H -GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER, for the purchase of Ambulances, EMS & Other Special Service Vehicles offered by the CONTRACTOR. The CONTRACTOR agrees to sell Ambulances, EMS & Other Special Service Vehicles through the H -GAC Contract to END USERS. ARTICLE 2: THE COMPLETE AGREEMENT The Coitract.shall consist of the documents identified below in order of precedence: 1. The text of this Contract form, including but not limited to „Attachment A 2. General Terms and Conditions 3. Bid. Specifications No: AM10 -14, including any relevant suffixes 4. CON'TRACTOR's Response to Bid No: AMI0-14, including but not limited to, prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent of both parties. ARTICLE 3: LEGAL AUTHORITY CONTRACTOR and H -GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances, ordinances, and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT' CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H -GAC`, or CONTRACTOR. No provision of this Contract or act of H -GAC in performance of this Contract shalt be construed as making CONTRACTOR the agent, servant or employee of H -GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H -GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the H -GAC Contract. However this acknowledgement is not to be 'construed as H -CAC's endorsement or approval of the End. User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H -GAC contract. Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and any END USER which shall, in each instance, continue pursuant to their stated terms and duration. The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H -GAC order processing charges will be due, and payable to H -GAC on any End User Agreements surviving termination of this Contract between H -GAC and CONTRACTOR . IIACONTRACI'SiAinbulances, EMS & Other Special Service Vehicles\Frazcr, LWA1AM10 -14.24 EXHIBIT 2 Ambulances, EMS & Other Special Service Vehicles Nee 2 of 4 ARTICLE 7: SUBCONTRACTS & ASSIGNMENTS CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose ofthis Contract or any right, title, obligation or interest it may have therein to any third party without prior written notice to H -GAC. H -GAC reserves the right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. H -GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to END USER under this Contract. H -GAC, through its stafffor its designated public accounting firm, the State of Texas, or the United States Government shal l have the right at any reasonable time to inspect copy and those records on oroffthe premises of CONTRACTOR. Failure to provide access to records maybe cause for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period ofnot less than five (5) calendar years from the date of acceptance ofthe final contract closeout and until any outstanding litigation, auditor claim has been resolved. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. CONTRACTOR further agrees to include in all subcontracts under this Contract, aprovison to the effect that the subcontractor agrees that H -GAC'S duly authorized representatives, shall, until the expiration of five (5) calendar years after final payment under the subcontract oruntil all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents, papers, invoices and records of such subcontractor involving any transaction relating to the-subcontract. ARTICLE 9: REPORTING REQUIREMENTS CONTRACTOR` agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Bid Specifications, If CONTRACTOR fails to submit to H -GAC in a timely and satisfactory manner any such report or documentation, or otherwise fails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract. ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR, at any time during this Contract;, routinely enters into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products /services offered to H -GAC on a basis that provides prices, warranties, benefits; and or terms more favorable than those provided to H -GAC, CONTRACTOR shall notify H -GAC within ten (10) business days thereafter of that offering and this Contract shall be- deemed to be automatically amended effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide the same prices; warranties, benefits, or terms to H -GAC and its END USER. H -GAC shall have the right and option at any time to decline to accept any such change; ,in which case the "amendment shall be deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price, warranty,,benefit, or term charged and/or offered a customer during the term of this Contract is not in fact most favored treatment, CONTRACTOR shall within ten (10) business days notify H -GAC in writing; setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been deemed to be a most favored treatment, is not in fact most favored treatment. H -GAC;: after due consideration of such written explanation, may decline to accept such explanation and thereupon this Contract between H -GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored,agreement, to provide the same prices; warranties; benefits, or terms to H- GAC. The Parties accept the following definition of routine: A prescribed, detailed course ofaction to be followed regularly; a standard procedure. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer or contractor, which are not within bidder's / proposer's control jexample; a manufacturer's bud concession, or to any prices offered to the Federal Government and its agencies. ARTICLE 11: SEVERA:BILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full force and effect. ARTICLE 12: DISPUTES Any and all disputes,conceming questions offact or oflaw arising under this Contract, which are not disposed ofby agreement, shall bedecided by the; Executive Director of H -GAC or his designee, who shall reduce his decision to writing and provide'notice thereof to CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date ofreceipt of such notice, CONTRACTOR requests a rehearing from the Executive Director of H -GAC; In connection with any rehearing under this Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H -GAL'S final decision.. I TACONTRAC IMAmbulances, EMS & Other Special Service VcbicicsTrazer. Ltd-TAM 10 -19.29 EXHIBIT 2 Ambulances EMS & Other Special Service Vehicles Page 3 of 4 ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR's total liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H -GAC described in Article 14, is limited to the price ofthe particular products/services sold hereunder, and CONTRACTORagrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use maybe disclaimed bylaw. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H »GAC , its independent auditors, or any agency of State or Federal government to Have been paid in violation of the terms of this Contract. ARTICLE 14: LIMIT OF H -GAC'S LIABILITY AND INDEMNIFICATION OF H -GAC H -CAC's liability, under this Contract, whether forbreach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge, In no event will H -GAC be liable for any loss of use, loss of tithe, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H -GAC, its board members; officers, agents; officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of CONTRACTOR'S negligent actor omission under this Contract. CONTRACTOR shall notify H =GAC of the threat of lawsuit or of any actual suit filed against CON'T'RACTOR relating to this Contract. ARTICLE 1S: TERMINATION FOR CAUSE II -GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terns and/or conditions ofthe Contract; provided that H -GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty (30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction, then H =GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H- GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTICLE 16: TERMINATION FOR CONVENIENCE Either H -GAC or CONTRACTOR may cancel or terminate this Contract at any time bygiving thirty (34) days written notice to the other. CONTRACTOR may be entitled to payment from END USER for services actually performed; to the extent said services are satisfactory to END'USER. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by H -GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRACTOR agrees to notify H -GAC of any suspected fraud, abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware of such activity., ARTICLE I8: GOVERNING LAW & VENUE This Contract shall be governed by the taws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER, and CONTRACTOR are to be resolved in accord with the law and venue riles ofthe state ofpurchase. CONTRACTOR shall immediately notify H- GAC;"of such disputes. ARTICLE 19: PAYMENT OF H -GAC ORDER PROCESSING CHARGE CONTRACTOR agrees to sell its products to END USERS based on the pricing and other terms of this Contract, including, but not limited to, the payment of the applicable H -GAC order processing charge. On notification from an END USER that an order has been placed with CONTRACTOR, H -GAC will invoice CONTRACTOR for the applicable order processing charge. Upon delivery of any product /service by CONTRACTOR and acceptance by END USER, CONTRACTOR shall, within thirty (30) calendar days or ten (10) business days after receipt of payment, whichever is less, pay H -GAC the full amount ofthe applicable order processing charge, whether or not CONTRACTOR has received an invoice from H -GAC. For sales made by CONTRACTOR based on this contract, including sales to entities without Interlocal Contracts, CONTRACTOR shall pay the applicable order processing charges to H -GAC. Further, CONTRACTOR agrees to encourage entities who are not members of H -CAC's Cooperative Purchasing Program to execute an H -GAC Interlocal Contract. H -GAC reserves the right to take appropriate actions including, but not limited to, contract termination if CONTRACTOR fails to promptly remit H -CAC's order processing charge. In no event shall H -GAC have any liability to CONTRACTOR for any goods or services an END USER procures from CONTRACTOR. ARTICLE 20: LIQUIDATED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is It :\coN'rRAC1'S\Ambulances, EMS & Other Special Service VchiclesWrazcr, IAA AM10 -14.24 EXHIBIT 2 Ambulances EMS & Other Special Service Vehicles Pan 4 of 4 placed. ARTICLE 21: PERFORMANCE AND PAYMENT BONDS FOR INDNIDUAL ORDERS H -CAC's contractual requirements DO NOT include a Performance & Payment Blind (PPB), and offered pricing should reflect this cost saving. However, CONTRACTOR must be prepared to offer a PPB to cover any specific order if so requested by END USER. CONTRACTOR shall quote a price to END` USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (I Q) days of receipt of END USEWs purchase order. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify H -GAC, in writing, of ANY change in ownership,. control, dealership /franchisee status, Motor Vehicle license status, or name and shall also advise whether or not this Contract shall be affected in any way by such change. H -GAG shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted; up to and including cancellation of Contract, ARTICLE 23: LICENSING REQUIRED BY TEXAS MOTOR VEHICLE BOARD [IF APPLICABLE? CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Contract period, any CON'TRACTOR'S license is not renewed, or is denied or revoked, CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H -GAC upon request, IN WITNESS WHEREOF, the parties have caused. this Contract to be execute by their duly authorized representatives. Signed for Iiouston- Galveston Area Conncii, I Iouston, 'Texas: Jack , e e, Executive Director Attest for Houston - Galveston Area Couneil,;Ilouston, Texas: Deiiir' is tr, rof Public /Services Date. l� Signed for Frazer, Ltd. Houston, Texas: — �---� Printed Name & ,yitle: Laura Richardson, CEO, President Date: August 21 2014 Attest For Frazer, Ltd. Houston, Texas: Printed game & Title: Adam Fischer, Vice- President, Sales Date: August 21, 2014 HXONTRAC"rSlAmbulances, EMS & Other Special service VehicleslFrnzer, Ltd,1AM10 -14.24 EXHIBIT 2 Attachment A Frazer, Ltd. Ambulances, EMS & Other Special Service Vehicles Contract No.: AM10 -14 " l tf 5 * *These Specialty Vehicles Can Only Be Sold In States Outside Texas ** HC01 Urban Command Vehicle 8'9" on Chevrolet C2500 Gas SRW Crew Cab /Chassis $ 108,500.00 HCO2 Urban Command Vehicle 8'9" on Chevrolet C2500 Diesel SRW Crew Cab /Chassis $ 118,500.00 HCO3 Urban Command Vehicle 8'9" on Chevrolet C3500 Gas SRW Crew Cab /Chassis $ 109,750.00 HC04 Urban Command Vehicle 8'9" on Chevrolet C3500 Diesel SRW Crew Cab /Chassis $ 118,000.00 HC05 Urban Command Vehicle 8'9" on Ford F -350 Gas SRW Su erCab /Chassis $ 106,750.00 HC06 Urban Command Vehicle 8'9" on Ford F -350 Gas SRW Crew Cab /Chassis $ 107,500.00 HC07 Urban Command Vehicle 8'9" on Ford F -350 Diesel SRW Su erCab /Chassis $ 114,500.00 HC08 Urban Command Vehicle 8'9" on Ford F -350 Diesel SRW Crew Cab /Chassis $ 115,000.00 HC09 Urban Command Vehicle 8'9" on Dodge Ram 3500 Gas SRW Crew Cab /Chassis $ 109,000.00 HC10 Urban Command Vehicle 8'9" on Dodge Ram 3500 Diesel SRW Crew Cab /Chassis $ 123,750.00 HC11 Urban Command Vehicle 99" on Chevrolet C3500 Gas DRW Crew Cab /Chassis $ 120,250.00 HC12 Urban Command Vehicle 99" on Chevrolet C3500 Diesel DRW Crew Cab /Chassis $ 129,500.00 HC13 Urban Command Vehicle 99" on Ford F -350 Gas DRW Su erCab /Chassis $ 120,750.00 HC14 Urban Command Vehicle 9'9" on Ford F -350 Gas DRW Crew Cab /Chassis $ 121,500.00 HC15 Urban Command Vehicle 9'9" on Ford F -350 Diesel DRW Su erCab /Chassis $ 129,000.00 HC16 Urban Command Vehicle 9'9" on Ford F -350 Diesel DRW Crew Cab /Chassis $ 129,500.00 HC17 Urban Command Vehicle 9'9" on Ford F -450 Diesel DRW Su erCab /Chassis $ 132,500.00 HC18 Urban Command Vehicle 9'9" on Ford F -450 Diesel DRW Crew Cab /Chassis $ 130,250.00 HC19 Urban Command Vehicle 9'9" on Ram 3500 Gas DRW Crew Cab /Chassis $ 128,500.00 HC20 Urban Command Vehicle 9'9" on Ram 3500 Diesel DRW Crew Cab /Chassis $ 125,000.00 HC21 Urban Command Vehicle 9'9" on Ram 4500 Diesel DRW Crew Cab /Chassis $ 124,250.00 RC22 Urban Command Shell on Chevrolet 03500 Diesel SRW Crew Cab /Chassis $ 62,000.00 HC23 Urban Command Shell on Ford F -350 Diesel SRW Crew Cab /Chassis $ 59,000.00 UC24 Urban Command Shell on Ram 3500 Diesel SRW Crew Cab /Chassis $ 67,750.00 HC27 Mobile Health or Command Vehicle on Chevrolet G4500 Cutaway Gas DRW Cab /Chassis $ 147,500.00 HC28 Mobile Health or Command Vehicle on Chevrolet G4500 Cutaway Diesel DRW Cab /Chassis $ 159,000.00 HC29 Mobile Health or Command Vehicle on Ford E -450 Cutaway Gas DRW Cab /Chassis $ 147,000.00 HC30 Mobile Health or Command Vehicle on Ford F -450 Diesel DRW Cab /Chassis $ 161,000.00 HC31 Mobile Health or Command Vehicle on Ram 4500 Diesel DRW CablChassis $ 161,250.00 HC32 Mobile Health or Command Vehicle on International TerraStar Diesel DRW Cab /Chassis $ 175,000.00 HC33 Mobile Health or Command Vehicle on International 430OLP Diesel DRW Cab /Chassis $ 205,250.00 HC34 Mobile Health or Command Vehicle on Freightliner Diesel DRW Cab /Chassis $ 197,250.00 * *These Units Can Be Sold Both In and Outside Texas ** HC25 Urban Command Vehicle 8'9" $ 56,500.00 HC26 Urban Command Vehicle 9'9" $ 68,500.00 M11 '-ri 4y` ;'.. ,. i`.`t ✓s . -F,s 5� 5 3 G .. * *These EMS Vehicle Conversions Can Only Be Sold In States Outside Texas ** D. EMS Vehicle Conversions HDOl Type 112' on Chevrolet C3500 Gas DRW Cab /Chassis, Gen Pwrd Mod $ 134,250.00 HD02 Type 112' on Chevrolet C3500 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 143,500.00 HD03 Type 112' on Ford F -350 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 141,000.00 UD04 Type 112' on Ford F -450 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 147,250.00 HD05 Type 112' on Ram 3500 Gas DRW Cab /Chassis, Gen Pwrd Mod $ 130,750.00 Pagel of 3 EXHIBIT 2 HD06 T e 112' on Ram 3500 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 143,250.00 HD07 Type 112' on Ram 4500 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 152,250.00 HD08 Type 114' on Ford F -450 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 161,000.00 UD09 Type I 14' on Ford F -550 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 164,750.00 HD10 Type 114' on Ram 4500 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 159,750.00 HDll Type 114' on Ram 5500 Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 162,250.00 UD12 Type 114' on Freightliner Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 190,000.00 HD13 Type 114' on International 4300LP Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 197,000.00 HD14 Type I 14' on International TerraStar Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 175,000.00 UD15 Type 111 12' on Chevrolet G-cuta-vyqy Gas DRW Cab /Chassis, Gen Pwrd Mod $ 135,750.00 HD16 Ree 111 12' on Chevrolet G- cutaway Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 145,250.00 HD17 T e 111 12' on Ford E -350 Gas DRW Cab /Chassis, Gen Pwrd Mod $ 130,250.00 UD18 T e 111 14' on Chevrolet G4500 Cutaway Gas DRW Cab /Chassis, Gen Pwrd Mod $ 152,250.00 HD19 Type 11114' on Chevrolet G4500 Cutaway Diesel DRW Cab /Chassis, Gen Pwrd Mod $ 165,000.00 HD20 Ty2e 111 14' on Ford E -450 Gas DRW Cab /Chassis, Gen Pwrd Mod $ 1426,250.00 M iR --RE *'t, -.. * These Units Can Be Sold Both In and Outside Texas ** UD21 IZee 112', Gen Pwrd Mod $ 95,750.00 UD22 Type 114', Gen Pwrd Mod $ 109,750.00 HD23 Type 111 12', Gen Pwrd Mod $ 99,250.00 HD24 T e 11114', Gen Pwrd Mod $ 113,250.00 s ,'ti,wen4�M'�,��x- * *These Remounts Can Only Be Sold In States Outside Texas ** E. Remounts HE01 Rmt. of Type I 12' Frazer conversion on Chevrolet 03500 Gas DRW Cab /Chassis $ 55,000.00 HE02 Rmt. of Type 112' Frazer conversion on Chevrolet C3500 Diesel DRW Cab /Chassis $ 64,250.00 HE03 Rmt. of Type 112' Frazer conversion on Ford F -350 Diesel DRW Cab /Chassis $ 61,500.00 RE04 Rmt. of Type 112' Frazer conversion on Ford F -450 Diesel DRW Cab /Chassis $ 67,750.00 RE05 Rmt. of Type 112' Frazer conversion on Ram 3500 Gas DRW Cab /Chassis $ 53,500.00 RE06 Rmt. of Type 112' Frazer conversion on Ram 3500 Diesel DRW Cab /Chassis $ 65,500.00 HE07 Rent. of Type 112' Frazer conversion on Ram 3500 Diesel DRW Cab /Chassis $ 65,500.00 HE08 Rmt. of Type 112' Frazer conversion on Ram 4500 Diesel DRW Cab /Chassis $ 67,500.00 HE09 Rmt. of Type 114' Frazer conversion on Ford F -450 Diesel DRW Cab /Chassis $ 67,750.00 HEN Rmt. of Type I 14' Frazer conversion on Ford F -550 Diesel DRW Cab /Chassis $ 71,750.00 HE 11 Rmt. of Type 114' Frazer conversion on Ram 4500 Diesel DRW Cab /Chassis $ 68,000.00 HE12 Rmt. of Type 114' Frazer conversion on Ram 5500 Diesel DRW Cab /Chassis $ 75,000.00 HE13 Rmt, of Type 114' Frazer conversion on Freightliner Diesel DRW Cab /Chassis $ 104,500.00 HE14 Rmt. of Type 114' Frazer conversion on International 4300LP Diesel DRW Cab /Chassis $ 112,000.00 HE15 Rmt. of Type 114' Frazer conversion on International TerraStar Diesel DRW Cab /Chassis $ 85,000.00 HE16 Rmt. of Type 111 12' Frazer conversion on Chevrolet G- cutaway Gas DRW Cab /Chassis $ 59,000.00 HE17 Rmt. of Type 11112' Frazer conversion on Chevrolet G- cutaway Diesel DRW Cab /Chassis $ 72,000.00 HE18 Rmt. of Type III 12' Frazer conversion on Ford E -350 Gas DRW Cab /Chassis $ 53,500.00 HE19 Rmt. of Type 11114' Frazer conversion on Chevrolet G4500 Cutaway Gas DRW Cab /Chassis $ 60,000.00 HE20 Rmt. of Type 11114' Frazer conversion on Chevrolet G4500 Cutaway Diesel DRW Cab /Chassis $ 72,000.00 HE21 Rmt. of Type 111 14' Frazer conversion on Ford E -450 Gas DRW Cab /Chassis $ 59,250.00 HE22 Rmt. of UCV on Chevrolet C2500 Gas SRW Crew Cab /Chassis $ 60,750.00 HE23 Rmt. of UCV on Chevrolet C3500 Diesel SRW Crew Cab /Chassis $ 70,750.00 RE24 Rmt. of UCV on Ford F -350 Gas DRW Su erCab /Chassis $ 77,750.00 HE25 Rmt. of UCV on Ram 3500 Diesel DRW Crew Cab /Chassis $ 77,000.00 Page 2 of 3 EXHIBIT 2 Page 3 of 3 * *These Units Can Be Sold Both In and Outside Texas ** HE26 Rmt. only of Type 112' or 14' Frazer conversion $ 16,500.00 HE27 Rmt. only of Type 11112' or 14' Frazer conversion $ 18,750.00 HE28 Rmt. only of UCV $ 11,750.00 Page 3 of 3 EXHIBIT 3 CITY p� r p , �' � i OF TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: FRAZER LTD Fleet Services is recommending the purchase of services from Frazer LTD, the Texas manufacturer of EMS modules (ambulance bodies). Frazer LTD has been utilized by the City of Denton Fire Department for many years as a provider of high quality, long lasting EMS modules. They manufacture, perform upgrades and re -mount Frazer EMS modules in their manufacturing facility located in Houston Texas. Fleet Services recommends continuing the past practice of remounting and upgrading Frazer ambulance bodies on new chassis, thereby extending the life of the body and providing significant cost savings to the City. This represents the best value for the City of Denton and I am requesting authorization to continue the purchase of refurbishing services from Frazer LTD. Regards, Ten. , lades Fleet Services Superintendent Quoted Cost New Ambulance Purchase: $151,425 EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE HOUSTON - GALVESTON AREA COUNCIL OF GOVERNMENTS (H -GAC) COOPERATIVE PURCHASING PROGRAM FOR THE ACQUISITION OF ONE (1) FRAZER TYPE I AMBULANCE FOR THE CITY OF DENTON FIRE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 5948- AWARDED TO FRAZER, LTD. IN THE NOT -TO- EXCEED AMOUNT OF $151,425). WHEREAS, pursuant to Ordinance 95 -107, the Houston - Galveston Area Council of Government (H -GAC) has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Houston - Galveston Area Council of Government (H -GAC) programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered file for materials, equipment, supplies, or services, are hereby approved. FILE NUMBER VENDOR AMOUNT 5948 H- GAC /Frazer, Ltd. $151,425 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file, the City accepts the offer of the persons submitting the bids to the H -GAC for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the H -GAC, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by H -GAC, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to H -GAC, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. 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 5948 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated items, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 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 DENT' IN File #: ID 15 -990, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance approving the expenditure of funds for the purchase of two (2) WEMCO Hydrogritter 12" Weir End stainless steel grit separation systems for the Pecan Creek Water Reclamation Plant, which are available from only one source and 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 5941- awarded to Jay Martin Company in the not -to- exceed amount of $85,600). The Public Utilities Board recommends approval (7 -0). FILE INFORMATION This item is for the purchase of two (2) WEMCO Hydrogritters to replace existing WEMCO units that have been in operation at the Pecan Creek Water Reclamation Plant for 32 years and have provided service beyond the useful life of the equipment. The Hydrogritter receives the settled grit from cyclone separators and then cleans and dewaters the solids removed for safe transport and disposal, thereby protecting the downstream primary clarifiers from damage. The existing structure and space used for the grit removal facility creates a limitation on what units can be used as the replacement units. The two (2) WEMCO Hydrogritters shown on the attached quote are an exact fit (Exhibit 1). Jay Martin Company is the exclusive authorized distributor for Weir Specialty Pumps in the Texas /Oklahoma area (Exhibit 2). Therefore, staff is recommending Jay Martin Company as the sole source provider of this product (Exhibit 3). Chapter 252.022 of the Texas Local Government Code exempts from the competitive bid process, those supplies and resources protected by copyright or patent and available as a sole source. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 14, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve the purchase of two (2) WEMCO Hydrogritter 12" Weir End stainless steel grit separation systems for the Pecan Creek Water Reclamation Plant from Jay Martin Company in the not -to- exceed amount of $85,600. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -990, Version: 1 PRINCIPAL PLACE OF BUSINESS Jay Martin Company Bedford, TX ESTIMATED SCHEDULE OF PROJECT The units will be shipped within 14 -16 weeks of receipt of a purchase order. FISCAL INFORMATION This purchase will be funded from the Wastewater Fund account 640266541.1350.40100. Requisition# 125924 has been entered in the Purchasing software system. FYHIRITC Exhibit l: Quote Exhibit 2: Weir Sole Source Memo Exhibit 3: Staff Sole Source 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: PS Arora at 349 -7879. City of Denton Page 2 of 2 Printed on 10/15/2015 EXHIBIT 1 Weir Specialty Pumps UKUM Quotation 11 Sep 2015 City of Denton Quotation number: 201867 Revision: F Attn: City of Denton, TX Project: Denton TX Your reference: We thank you for your above referenced inquiry, and are pleased to submit our quotation for your consideration Please see the next page for a summary of our offer. Full details can be found in subsequent pages. Sept. 11, 2015 - Pricing revalidated Aug. 27, 2015 - Pricing revalidated. July 10, 2015 - Pricing revalidated. NOTE: All Stainless Construction except where noted on item 1 Standard steel construction on item 2. NOTE: Revised to update Pricing NOTE: No specifications or other requirements were reviewed to produce this Revision C version of this quote. This quote was completed simply based upon the previous revisions of this quote, as completed by Ken Goard. Refer to the enclosed customer price sheets for the scope of supply included with each quote item. NOTE: The sluice water valve in the item 001 stainless steel tank option has been upgraded to stainless steel material, in lieu of the previously quoted brass, because this is the latest default standard when the tank is constructed from stainless steel. NOTE: The proposed cyclone inlet and overflow arrangements are as noted on the customer price sheets. If different arrangement will be necessary, customer will need to advise prior to WSP processing a purchase order. We hope you find our quotation in line with your requirements. However, if you have any questions, please do not hesitate to contact us. Sincerely, Katie Bailey Weir Specialty Pumps Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) - Salt Lake City, UT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Weir Specialty Pumps 11 Sep 2015 City of Denton Attn: City of Denton, TX EXHIBIT I Quotation Summary Quotation number: Revision: Project: Denton TX Your reference: The following is a price summary for this quotation. Please see item specific pages for more details. Primary Items: 201867 F Item number Service Size Unit Price Unit Freight Qty Extended Price 001 Grit Classifier Stainless 1 $ 42,260 $ 540 2 $ 85,600 Grand Total $ 85,600 Alternates to Primary Items: Item number Service Size Unit Price Unit Freight Qty Extended Price 002 (Alternate to Grit Classifier Plain Steel 1 1 $ 32,621 $ 540 1 2 1 $ 66,322 PUMP FEATURES: All Weir Specialty Pumps are designed to reduce maintenance costs through greater pump reliability and improved mean time between failure. SCOPE OF SUPPLY: Only that material detailed in this quotation is being offered. No assumptions should be made that anything not specifically specified is included. QUALITY STANDARDS: Weir Specialty Pumps - Salt Lake City, UT is an ISO 9001 -2008 certified plant. VALIDITY: This offer is valid for 60 days from date issued. Quoted prices will be held firm through shipment if order is released for manufacture within 60 days from order entry date. PRICE: Price quoted is for all items purchased at one time. In the event of a partial order, we will review and adjust accordingly. SHIPMENT: Approximately 14 -16 weeks after receipt of approved purchase order and /or final approval of submittal and drawings. START -UP: Not included. TERMS AND CONDITIONS: Weir Specialty Pumps General Sales Policy (GSD -30) applies. PAYMENT TERMS: 100% Net 30 days (subject to credit approval) Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) - Salt Lake City, UT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Page 2 of 16 umnEXHIBIT I Weir Specialty Pumps 15.3.0.0 Customer Price Customer City of Denton Size / Stages 12 -FF -WE / 1 Item number 001 Pump speed 0 Customer reference Quote number 201867 • Grand Total $ 85,600 Lead Time Total N/A Pump $ 85,600 Total unit weight 1,425.0 lb No Group Total $ 0 • • Qty Description Unit Price Extended Price 2 WEMCO Hydrogritter 12" Full Flare -Weir End $42,800 $ 85, 600 Tank Options Tank Options Stainless steel tank Non airtight design Stainless steel hardware Standard tank support Stainless steel tank support No grit chute Spiral Options Spiral Options Fiberglass /polyethylene spiral guard Steel spiral single pitch AIRS wear shoes Stainless steel spiral hardware Spiral speed - 12 RPM Drive Drive Options Stainless steel driven assembly No torque limiter No zero speed sensor Belt driven Fiberglass /Polyethylene belt guard Sluice water Sluice Water Options Stainless steel sluice water valve 120V NEMA 4 sluice water valve enclosure Wemclone Wemclone Configuration Wemclone quantity Single Wemclone 1000C Wemclone (quantity of 1) Aluminum Wemclone Rubber Wemclone liner Stainless steel Wemclone hardware Stainless steel Wemclone support (single wemclone) Wemclone overflow piping -01 90 degrees (arrangement A) Inlet arrangement A 45 degree Wemclone Stainless steel Wemclone pressure gauge 0 -15 PSI Wemclone pressure gauge (single wemclone) Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) . Salt Lake City, LIT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Page 3 of 16 UEMEXHIBIT 7 ty I Weir Specialty Pumps 15.3.0.0 Description Unit Price Extended Price Feedbox Feedbox Options Center feedbox One stainless steel feedbox Motor 1/2 HP 1800 RPM E -PACT Efficient 230V/460V TENV Severe Duty Motor Protective Coatings Paint manufacturer & type Paint Preparation: Standard paint preparation (clean and blast) WSP Standard Blue Paint - Prime and Top Coat Packing & Shipping Shipping No Boxing WSP Decision Carrier Freight Rates Freight Rates - Texas: Texas Weights Tank 745.lbs Wemclone 650.lbs Driver 30.lbs Misc. Weight 0.lbs Misc. Weight 0.lbs Misc. Weight 0.lbs Total Per Unit Weight 1425.lbs Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) . Salt Lake City, UT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Page 4 of 16 L N L C� G L G L O L O E U C m U U_ U) O U_ f x a m6 0 wgym�J� U) L N �- C �� O N 0 �5 CO Lo - = O _ O N o� r` U 00 0) Q N ui : O N O N E U N L C� G L G cn � Q O O L O E U C m U U U) O u6 G x a m6 0 wgym�J� U) C 0 �5 CO d - � (9 o� N N 0. O N E U) O (n cn a- o U N L C� G L G cn � Q O O Z O E U C m U U U) O u6 x a m6 0 wgym�J� U) Q CO d - � F w oy� o� Imo z O j U) Z N oa �w �o s a g N Ii Sego w U) ca � U } z ZI L O w aN U= �- O U' N C� G N L C� G L G cn � Q O O O N O E U C m U U U) O ° CJ ..78227 Q u6 x a m6 0 wgym�J� CO - F w oy� o� Imo z j oa �w �o s a g N Ii Sego w a v aQ � } z ZI w aN U= �- v _ O Zw ¢d W U O i Ui a S:, n7 wa o �F w� o rc'm N J ¢� O tt � �? Q f °a- ->�� WO �� ,, ' m O O O QW O O O H �� vaia N O _ O M N NR Iw - 0 m w m www o W _ Ln C) H g o' CD m o w a w a _ w � wo w J � s N O Q ul �P w N w €6 tail ° U m 4 w a ZI N � Q f O O O O O O O O N E a Z� % ƒ i ■ � 2 k k W Co / \ \E \/ of j� \\ \\ x /G }§ ( / § / / \ k E LL ` j , I \ s o \ - - } $�O ., ; ;, I \ \ \ j / } 2 / \\ � ID _ 0 / _ 7 % E \ f k ` 2 = @ c e a <1 :S / / f a- / 3\ . g � CA cl ` f > �% LLJ - / / \ \ \ \ \ \ -- ^ / � \ \ : [ , E \ + � \0 _ j\: 0 \ \ \ \ \ Co / \ \E \/ of j� \\ \\ x /G }§ ( / § / / E a Z� % ƒ i ■ � 2 k k W & 2 0 \ -E \/ of j� \/ ƒ\ x /G }§ E / \ ¥ / \ k E LL ` ` j \ |' 0 LO r-- ` \ / : / \ 2 / ¥ \ } , ` Ld Ld _ \ / -- \ / 0- 0- . \ 0 7 m E a- m / ,E y + � © « } $ / $ . / / / § \ \ D \ \ - a � ----=---------- - - - - -- % - { 0- , \ � + � \0 _ E\: 0 \ \ \ \ \ & 2 0 \ -E \/ of j� \/ ƒ\ x /G }§ E / \ ¥ / umnEXHIBIT I Weir Specialty Pumps 15.3.1.0 Customer Price Customer City of Denton Size / Stages 12 -FF -WE / 1 Item number 002 Pump speed 0 Customer reference Quote number 201867 • Grand Total $ 66,321 Lead Time Total N/A Pump $ 66,321 Total unit weight 1,425.0 lb No Group Total $ 0 • • Qty Description Unit Price Extended Price 2 WEMCO Hydrogritter 12" Full Flare -Weir End $ 33,160 $66,321 Tank Options Tank Options Steel tank Non airtight design Stainless steel hardware Standard tank support Steel tank support No grit chute Spiral Options Spiral Options Fiberglass /polyethylene spiral guard Steel spiral single pitch AIRS wear shoes Stainless steel spiral hardware Spiral speed - 12 RPM Drive Drive Options Steel driven assembly No torque limiter No zero speed sensor Belt driven Fiberglass /Polyethylene belt guard Sluice water Sluice Water Options Brass sluice water valve 120V NEMA 4 sluice water valve enclosure Wemclone Wemclone Configuration Wemclone quantity Single Wemclone 1000C Wemclone (quantity of 1) Aluminum Wemclone Rubber Wemclone liner Stainless steel Wemclone hardware Steel Wemclone support (single wemclone) Wemclone overflow piping -01 90 degrees (arrangement A) Inlet arrangement A 45 degree Wemclone Steel Wemclone pressure gauge (single wemclone) 0 -15 PSI Wemclone pressure gauge (single wemclone) Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) . Salt Lake City, LIT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Page 8 of 16 UEMEXHIBIT 7 ty I Weir Specialty Pumps 15.3.1.0 Description Unit Price Extended Price Feedbox Feedbox Options Center feedbox One steel feedbox Motor 1/2 HP 1800 RPM E -PACT Efficient 230V/460V TENV Severe Duty Motor Protective Coatings Paint manufacturer & type Paint Preparation: Standard paint preparation (clean and blast) WSP Standard Blue Paint - Prime and Top Coat Packing & Shipping Shipping No Boxing WSP Decision Carrier Freight Rates Freight Rates - Texas: Texas Weights Tank 745.lbs Wemclone 650.lbs Driver 30.lbs Misc. Weight 0.lbs Misc. Weight 0.lbs Misc. Weight 0.lbs Total Per Unit Weight 1425.lbs Weir Specialty Pumps - 440 West 800 South - P.O. Box 209 (84110 -0209) . Salt Lake City, UT 84101 phone: 801 359 8731 - fax: 801 530 7828 - www.weirsp.com Page 9 of 16 L N L C� G L G L O L O E U C m U U_ z z Q d U) O U_ - f x r���w� a m F6 o�� wg0 O N d C O0) O 0 �5 L LC) Lo E Z O _ O N o� " U 00 2i a cf) N ui NO > C: O O O N E U N L C� G L G cn � Q O O L O E U C m U U z z Q d U) O � - G x r���w� a m F6 o�� wg0 O C 0 �5 —�zary N E � (9 o� N N 0. O N E < U) ca U O (n cn a- o U N L C� G L G cn � Q O O Z O E U C m U U z z Q d U) O � - � x r���w� a m F6 o�� wg0 O O —�zary N E � Ocnas o� z N j < U) ca U N O - U' O N C� G N L C� G L G cn � Q O O O N O E U C m U U U) O ° CJ ..78227 Q u6 - x x r���w� a m F6 o�� wg0 ym�J� —�zary N E Ocnas o� Imo z j oa �w �o s g N i Ii Sego w a v aQ � } z ZI o2 ozO w aN ��� U= �- — v _ O Zw ¢d o U O i Ui a w� pp o rc'm N J ¢� O tt � �? Q f °a- ->�� ,, ' m O O O O O O O H �� vaia N O _ O M N NR w - 0 m m x� w m www o W W _ � a [n C) — _ — � o w a � _ d w��� �= o M Io W � Z� <� �g w o w J g sip v C, N ° ° - O �m °5 _ m qq Z lwn O¢ d Q ul ° pp z `" 3 tail 3 3 ° U m 4 w a ZI N � Q f O O O O O O O O N E a Z� % ƒ i ■ � 2 k k W \ CL \ \E \/ of j� \\ \\ x /G }§ ( / § / / \ / 3 _ ` LL j + , � / r I \ \ \ CL )�aL \ \ j \ }� 2 2 / , z )/§ / _ 0 / _ 7 % E \ f k ` 2 = @ c e a :S / / f =3 m 3\ 3 E x 7-3 \ f $ q \ / E (j / \ \ M ~ ` D ? _ \ \ \ \ < /� -- . . . . . / � \ [ , E \ � + � _ 0 \0 j\: \ \ \ \ \ \ CL \ \E \/ of j� \\ \\ x /G }§ ( / § / / E a Z� % ƒ i ■ � 2 k k W \ CL 0 \ -E \/ of j� \/ ƒ\ x /G }§ E / \ ¥ / \ / 3 _ LL ` ` j \ |' � 2, 2 \ \` 0 LO \ ` §| ® |2 w $ / 5 0- ƒ z : \ \ j \ ` 2 / >2 > ¥ \ } , ` Ld Ld _ \ / -- \ / 0- \ . \ 0 ( 7 m / a- / ,E y + � © « z / rl I / / _ / / \ \ / D \ \ - § a _i � ----=---------- kill - - - - -- % U) - { , \ � + � \0 _ j\: 0 \ \ \ \ \ \ CL 0 \ -E \/ of j� \/ ƒ\ x /G }§ E / \ ¥ / EXHIBIT 2 Weir Specialty Pumps Excellent Engineering Solutions From the office of: 440 West 800 South Tel: +1 801 359 8731 Ken Goard WN Salt Lake City, UT 64101 Fax: +1 801 355 9303 Direct line: 215-968-9235 USA www.weirsp.com Ken.goard@weirgroup.com Ken Goard Central Regional Manager Weir Specialty Pumps ALLVN STEAM July 10, 2015 MA'rLW.y VALVL�" Mark Ronje City of Denton OMK To Whom It May Concern: MAC VALVE-' Weir Specialty Pumps is the sole source for WEMCO Torque-Flow recessed impeller pumps, WEMCO Hydrogritter grit separation systems, WEMCO-Hidrostal screw centrifugal pumps and Prerostal prerotation systems (USA only), WEMCO Chop-Flow chopper pumps, WEMCO Non-Clog pumps, and parts for all WEMCO pumping equipment. This letter is to confirm that Jay Martin Co., Inc. located at 3825 Hillwood Way, Bedford, TX 76021 has been under contract with Weir Specialty Pumps for many years as its exclusive authorized municipal representative to solicit and obtain orders and contracts in Texas and Oklahoma for the above mentioned pumps and xervi�*. iojiWonl and parts. aftevnw�rkelogpfww 511m. over 150 years sevvlc* If have any regarding the scope and responsibilities of Jay Martin ilk !�Vs you questions Co., Inc. regarding our pumping equipment, please feel free to contact me. Best regards, Ken Goard Central Regional Manager Weir Specialty Pumps EXHIBIT 3 11 i�' �rlf,I E, .. . 901 A Texas Street. Denton, TX 76209 Phone (940) 349 -8002 Fax (940) 349 -8057 Web Site: www.cityofdenton.com WATER UTILITY L u1; k M DATE: September 26, 2015 TO: Elton Brock, Purchasing Majiagcr FROM: P. S. Arora, Assistant Director Wastewater SUBJECT: WEMCO Hydrogritter Single Source Purchase The WEMCO Hydrogritter at the Pecan Creek Water Reclamation Plant receives the settled grit from cyclone separaters and then cleans and dewaters the solids removed for safe transport and disposal, thereby protecting the downstream primary clarifiers and other process units from damage. The existing Hydrogritter assembly was put in use in the 1980 plant capacity upgrade. These units have been in operation for thirty two years and have provided reliable service beyond the useful life of the equipment. The existing concrete structure to house the grit removal unit, and the space used for the grit removal operation creates limitation on what units can be used as the replacement units. The proposed purchase of the WEMCO Hydrogritter fits the available dimensions exactly. This can not be established with certainty for other vendors and a purchase can put the wastewater department in jeopardy if the unit does not fit the existing structure. In addition, the current WEMCO unit has provided reliable service beyond the useful life of the equipment. Therefore, staff contacted Jay Martin Company, Inc. the sole vendor of the product in the Texas /Oklahoma area for a quote to replace the existing units. Staff has reviewed the specifications and the quote and finds it acceptable. EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD September 14, 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, September 14, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: B. PUB15 -012 Consider recommending approval of the purchase of two WEMCO Hydrogritter 12" Full Flare - Weir End stainless steel units from Jay Martin Company, Inc. to replace the existing WEMCO Hydrogritter units at the Pecan Creek Water Reclamation Plant in the amount of $85,600 (File 5941). Item B — Board Member Gallivan asked for a description of a Hydrogritter. Martin answered in the wastewater process this will replace a unit process, the Hydrogritter pulls the heavy materials out of the wastewater so that it is not continually pumped through the system. It sits up at the front of the plant and moves the heavier particles that are associated with wastewater. Board Member Parker asked about the sole- source. Martin answered the reason for this is the Hydrogritters fit into a particular piping scheme you almost have to go back and get the same one. You take out the bad piece and add the new one. This keeps from having to go back and re -pipe. A motion was made to approve this item by Board Member Jackson with a second by Board Member Russell, Vote 7 -0 Adjournment 10:36 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF TWO (2) WEMCO HYDROGRITTER 12" WEIR END STAINLESS STEEL GRIT SEPARATION SYSTEMS FOR THE PECAN CREEK WATER RECLAMATION PLANT, WHICH ARE AVAILABLE FROM ONLY ONE SOURCE AND 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 5941- AWARDED TO JAY MARTIN COMPANY IN THE NOT -TO- EXCEED AMOUNT OF $85,600). 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, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5941 Jay Martin Company $85,600 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 5 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 5941 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 A BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -991, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for City of Denton utility bill printing and mailing services; providing for the expenditure of funds therefor; and providing an effective date (RFP 5815- awarded to Ancor Information Management LLC., dba Utilitec, in the three (3) year not -to- exceed amount of $1,300,000). The Public Utilities Board recommends approval (7 -0). BACKGROUND In order to provide high quality billing services while maintaining low cost, the City of Denton outsources the production and mailing of the City's utility bills. Since 2009, Ancor Information Management, LLC., dba Utilitec, has been the City's provider of these services. This partnership has improved self - service functionality for customers, increased staff efficiency, and, most importantly, consistently produced high volumes of accurate and timely utility bills. RFP INFORMATION To ensure that the organization continues to receive the best value for the contracted services, staff issued a Request for Proposal (RFP) to qualified printing and mailing vendors. Requests for Proposals were sent to 15 prospective suppliers that provide specialized utility bill mailing and printing services. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Seven (7) proposals meeting specification were received. A selection committee comprised of representatives from Customer Service, Denton Municipal Electric, Public Communications, and Reprographics reviewed the seven (7) vendor proposals that were submitted. Proposals were solicited utilizing the following criteria to evaluate the best value: 1. Delivery /Project schedule 10% 2. Compliance with specifications, quality, reliability, characteristics 20% to meet stated or implied needs 3. Indicators of probable performance under contract 20% 4. Price, total cost of ownership 50% City of Denton Page 1 of 3 Printed on 10/15/2015 File #: ID 15 -991, Version: 1 The evaluation committee's approach was to find the most qualified firm at a reasonable price to ensure the best value for the organization. The committee's goal while evaluating submissions was to confirm that the vendors had extensive experience working with municipal utilities, a proven track record of high quality bill production, and a willingness to offer ongoing support. After reviewing each submission, staff contacted vendor references and requested that the firms provide clarification on pricing and other specifications. Following this review, the committee determined that the lowest cost finalist, Pinnacle Data Systems, did not provide the best value to the organization. Staff was concerned with Pinnacle's ability to comply with specifications for quality and reliability based on feedback provided by the firm's references. The committee conducted interviews with the top firms to confirm that their service offering would be a good fit for the City's billing and mailing needs. At the conclusion of these interviews, the evaluation committee determined that the organization is best served by continuing its relationship with Ancor Information Management, LLC., dba Utilitec. Staff asked Utilitec to reevaluate their proposed pricing and submit their Best and Final Offer (BAFO). The BAFO resulted in an estimated annual cost savings of $6,720 by eliminating the charge for the folding of flyers. The original and revised pricing submissions as well as firm rankings are attached as Exhibit 1. The City produces approximately 59,000 utility bills per month. The cost per printed bill under the proposed agreement with Utilitec is $0.46. This breaks down between bill production at $0.11 and postage costs at $0.35. The cost for electronic bill production is $0.14 with no postage cost. Approximately 12% of the City's utility customers are receiving electronic bills. The average total cost per month is estimated to be $30,000 with more than 60% of these costs related to postage. Utilizing the vendor's mail bundling service ensures that the City continues to receive the best postage rates available. Staff was pleased that the pricing proposed by Utilitec represents a 30% reduction in the bill production costs from the current contract. Customer Service produces more than 700,000 bills annually, and the spending authorized with this agreement ensures that staff is prepared for continued growth in the utilities customer base. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 12, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Staff recommends a contract for bill print and mailing services be awarded to Ancor Information Management LLC., dba Utilitec in the not -to- exceed amount of $1,300,000. PRINCIPAL PLACE OF BUSINESS Ancor Information Management LLC., dba Utilitec Troy, MI ESTIMATED SCHEDULE OF PROJECT The contract will take effect immediately following City Council approval. No disruption to bill production or City of Denton Page 2 of 3 Printed on 10/15/2015 File #: ID 15 -991, Version: 1 mailing service is anticipated. FISCAL INFORMATION These services will be funded from Water Customer Service operating account# 630800.6300. EXHIBITS Exhibit l: Pricing /BAFO/Evaluation Summary Exhibit 2: Public Utilities Board Minutes Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Ethan Cox at 349 -7421. City of Denton Page 3 of 3 Printed on 10/15/2015 1�1 H I Y W CP CP W: eP a a R 8 gg 8 8 8 8 8 8 8 — Y _ m � N a O $ $ M a $ $ $ $ $ $ $ $ 80 i z .1 S $ � o S S S S S S S m p p a O - $ $ G o U $ $ $ $ a o C � 8 $ v p $ $ M O O N N O n $ — $ $ $ $ $ $ a p g $ $ $ E $ u O S m a o [ � e °1 fV N n rgn a O $ $ $ $ $ $ $ F a p a O M ' a o g $ $ cs a O $ S g g $ $ $ $ $ 8 S 8 8 8 S S 8 0] v s a w � 3 « wv a m V V � ci°hV 0 0 0 wo a o a o S � � a o c � a a a a m w Z m r - w s x � 8 8 8 8 8 8 8 8 8 m � N a O $ $ M a $ $ $ $ $ $ $ $ 80 S S $ � o S S S S S S S m p - $ $ $ $ $ $ $ $ a o C � 8 $ M O O N N O n $ — $ $ $ $ $ $ a p g $ $ $ $ $ u O e °1 fV N n a O $ $ $ $ $ $ $ a O M a o g $ $ cs $ $ S g g $ v o S 8 S 8 8 8 S S 8 v s a w � 3 « wv a m V V � ci°hV 0 0 0 wo 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD September 28, 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, September 28, 2015 at 8:30 a.m. in the City Council Chambers, City of Denton City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chairman Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll and Sarah Parker Ex Officio Members: Howard Martin, ACM Utilities Absent: George Campbell City Manager OPEN MEETING: CONSENT AGENDA: B. PUB 15-019 Consider recommendation of an ordinance accepting competitive proposals and awarding a contract for printing and mailing services of the City of Denton's utility bills, providing for the expenditure of funds therefor; and providing an effective date (RFP 5815 - awarded to Ancor Information Management LLC., dba Utilitec, in the three (3) year not -to- exceed amount of $1.3 million). Motion was made to approve item B by Board Member Bynum with the second by Board Member Russell. The vote was 7 -0 approved. Adjournment 10:02 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR CITY OF DENTON UTILITY BILL PRINTING AND MAILING SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5815— AWARDED TO ANCOR INFORMATION MANAGEMENT LLC., DBA UTILITEC, IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $1,300,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of utility bill printing and mailing services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the 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 5815 Ancor Information Management LLC., dba Utilitec $1,300,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with EXHIBIT 3 the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5815 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 M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN UTILITEC RFP #5815- UTILITY BILL PRINTING & MAILING SERVICES THIS CONTRACT is made and entered into this date , by and between Utilitec, a corporation, whose address is 1911 Woodslee y, , Drive, Tro MI 48083 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP #5815- Utility Bill Printing & Mailing Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Insurance Requirements (Exhibit "D ") ; (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E "); (f) Contractor's Proposal. (Exhibit "F "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP # 5815 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 FAVIVEMM10M CONTR ("'Y01Z y BY: - ----- - ----- — ----- ----- - ----- Al )Tl' 1 �'� SIGNATURE Date:----,,,, . . ..... . .... Name. 5 e- -- — — ------- - PHONE NUMBER . ............... EMAIL ADDRESS F 9Y: GEORGE C. CAMPBELL, CITY MANAGER L� Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $1,300,000.00. Pricing shall be per Exhibit E attached. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract 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 annually 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 manufacturers pricing sheet used to calculate the bid proposal, to artici ate in the escalation /de- escalation clause. RFP 5815 Page 3 of 31 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 substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. RFP # 5815 Page 5 of 31 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 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 RFP # 5815 Page 7 of 31 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 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. RFP # 5815 Page 9 of 31 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 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. RFP # 5815 Page 11 of 31 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 901B Texas Street Denton, Texas 76209 RFP # 5815 Page 13 of 31 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 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. RFP # 5815 Page 15 of 31 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 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 RFP # 5815 Page 17 of 31 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 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. RFP 4 5815 Page 19 of 31 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 htttr / /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 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 RFP # 5815 Page 21 of 31 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall 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 or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. RFP # 5815 Page 23 of 31 Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP #5815 Page 25 of 31 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. RFP # 5815 Page 27 of 31 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. RFP # 5815 Page 29 of 31 Exhibit Page u1vru1 Respondent's Business Name Utilitec Principal Place of Business Troy, M I Estimated Monthly ITEM Type of Service Requested LIOM Price per LIOM Cost of Service Piece I Print Statements/1-eiters (Simplex) 56,000 Per Piece $0� 100 $5,600.00 I a Print Staternents/Letters (Simplex) additional pages 200 Per Piece W050 $10.00 2a insert flyers, brochures, etc. 112,000 Per Piece $0.005 $560.00 2 b Cost to l'old flyers for inserting 112,000 Per Piece $0.000 $0.00 3 Print Suppression Fee 6,000 Per Piece $0060 $360.00 4 Migration Co I ol'3 years' worth of PDI-"s 41106,874 Per Piece W000 $0.00 5 NCOA Update Change Fee 250 r Piece $0.200 $SO.00 Total Cost for line 1-5 $6,58D.0 ITEM Type of Service Requested LICIM Price per UOM Cost of Service 6 Custom Progrannning as needed Per HOUr $125.00 $125.00 7 Startup Cost Worksheet Total Cost $0�00 $0.00 8 Cost to Integrate Billing I listory page with Surnination 360/1"ayinentus Total Cost $0�00 $0.00 9 Storage of'replica Statements/Letters for City of Denton and Customer view Per month charge $1,240�00 $1,240.00 10 Reporting Cost Per inonth charge $0 00 $0.00 11 Internal Bill ScarchTool Per month charge $250.00 $250.00 12 Diverted Bill Techno)ogy Fee Per month charge $500.00 $5DO.00 13 Additional Cost / Ongoing Cost Worksheet not covered above $0.00 $0.00 Total Cost for line 6-13 $2,115.00 Page u1vru1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -993, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of Police Vehicles for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5855- awarded to James Wood Autopark in the three (3) year not -to- exceed amount of $1,469,716.08). BID INFORMATION This RFP is to establish an annual supply agreement with two (2) one -year options for renewal, for the purchase of police vehicles for the Police Department. Four (4) models of police vehicles are included in the specifications- Chevrolet Tahoe Patrol vehicle, Chevrolet Tahoe Supervisor vehicle, Chevrolet Caprice Patrol vehicle, and Chevrolet Caprice Traffic vehicle. All required emergency equipment is included in the pricing and will be installed by a General Motors Certified Specialty Vehicle Manufacturer. Standard City of Denton purchasing procedures were utilized. Requests for Proposals were sent to 27 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) responses meeting specification were received. The proposals were evaluated based upon published criteria including price, delivery timeframe, compliance with specifications, and indicators of probable performance. Section B of the pricing sheet, specified that five (5) additional services will be required with the purchase of these vehicles. These services would result in overall cost savings to the City of Denton with regards to maintenance of the vehicle, thereby, extending the useful life of the vehicle. James Woods Autopark, a local vendor, offered these services at no additional cost. The estimated benefit of these services is valued at $1200 per vehicle, during the ownership of the vehicle. Therefore, James Wood Autopark was ranked the highest and determined to be the best value for the City (Exhibit 1). RECOMMENDATION Staff recommends award to James Wood Autopark in an amount not to exceed $1,469,716.08. PRINCIPAL PLACE OF BUSINESS James Wood Autopark City of Denton Page 1 of 2 Printed on 10/15/2015 File M ID 15 -993, Version: 1 Denton, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the vehicles will occur within 168 days of issuance of a purchase order. FISCAL INFORMATION The vehicles purchased through this contract will be purchased from the Fleet Capital Project Fund account for police vehicles on an as needed basis. EXHIBITS Exhibit l: Evaluation/Ranking Sheet Exhibit 2: Ordinance Exhibit 3: 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 10/15/2015 o C", O C, O ddd 4 S� C', V1 m o C", O C, O V1 m W 5u F s9 s9 b O -5 2 c 00 A I - cal O mlr: ILI 0 '24 O r2 -2 71 '71 71 -a Cl. Cl. o aci PAR V1 m b -5 2 A I - ILI aci PAR EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF POLICE VEHICLES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5855— AWARDED TO JAMES WOOD AUTOPARK IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $1,469,716.08). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of police vehicles 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 5855 James Wood Autopark $1,469,716.08 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 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 5855 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 BY: DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND POLICE VEHICLES (RFP 5855) THIS CONTRACT is made and entered into this date , by and between James Wood Autopark a corporation, whose address is 3906 I -35E South, Denton, TX 76210, 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 45855- Police Vehicles, 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) Terms and Conditions (Exhibit "A "); (b) City of Denton's RFP 45855 (Exhibit "B" on file at the office of the Purchasing Agent); (c) Supplier's Proposal. (Exhibit "C "); (d) Form CIQ — Conflict of Interest Questionnaire (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." RFP 5855 Page 1 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. JAMES WOOD AUTOPARK BY: 1DocuSigned by: -9 mo d �oGl yuy AUTHORIZED SIGNATURE 10/1/2015 Date: BRAD ROBLYER Name: COMMERCIAL SALES MANAGER Title: 940 - 453 -4700 PHONE NUMBER 940 - 349 -9661 FAX NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: ��P BY. CS21996C2A2B439... RFP 5855 GEORGE C. CAMPBELL, CITY MANAGER Date: Page 2 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit C 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 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 manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation /de- escalation clause. Total Contract Amount The contract total shall not exceed $1,469,716.08. Pricing shall be per Exhibit D attached. RFP 5855 Page 3 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 Delivery Lead Time Product or services shall be delivered to the City per the number of days noted in Exhibit D after receipt of the order. Additional Services The following services shall be provided by the supplier for no additional cost to the City: • Courtesy exterior wash with every visit of vehicle purchased through this agreement. • Planned maintenance programs for vehicles purchased through this agreement. • Scheduled maintenance for 2 years or 27,000 miles. • Pickup and delivery services for repairs within a radius of 10 miles from Denton, TX. • Multi -point inspection and condition report with every visit. • Free delivery to the City of Denton, TX for vehicles purchased through this agreement. RFP 5855 Page 4 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts /Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5855 Page 5 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. RFP 5855 Page 6 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: RFP 5855 Page 7 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Supplier as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (10) calendar days after receipt of payment from the City. RFP 5855 Page 8 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 19. WARRANTY- PRICE: A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Supplier shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. RFP 5855 Page 9 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. RFP 5855 Page 10 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY, INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK ONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 RFP 5855 Page 11 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse effect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of any such claim, the RFP 5855 Page 12 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made - for -hire, the Supplier hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made- for -hire agreement, in a forth to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any forth, the source shall be identified. RFP 5855 Page 13 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre- printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. RFP 5855 Page 14 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken 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. RFP 5855 Page 15 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (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. I Oa - l Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. RFP 5855 Page 16 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. httD://www.access.L-DO.aov/davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Forth W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government - owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either 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. RFP 5855 Page 17 of 19 DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Supplier shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 5855 Page 18 of 19 DocuSign Envelope ID: AFFDF25C-2E86-463E-AABO-6ACFF46CEB95 EXHIBIT 3 o 0. O O 0 CL tv (b W 0 r.- W C m ID m cc; 0 0 X 0 0 > CO C: --4 rC 0 m Page 19 of 19 to DD O C, O , 10 4- O - 10 C) ry -0 a N3 (Y9 Ef Ua O o 01 C- R 4� EL o 5.7 Go O •3 r, 0 o CC, P CIO C/) 0 Q. fD- < 0 O 00 sy fi 1ZD C) C:� C, I=> C) C> C, C�, O C� C) et fD 0 CL tv (b W 0 r.- W C m ID m cc; 0 0 X 0 0 > CO C: --4 rC 0 m Page 19 of 19 to DD O C, O , 10 4- O - 10 C) ry N3 (Y9 Ef Ua O o 01 C- 4� EL o 41- '4- 41 Gc O CIO C/) Q. fD- 0 CL tv (b W 0 r.- W C m ID m cc; 0 0 X 0 0 > CO C: --4 rC 0 m Page 19 of 19 to DD O C, O , 10 4- O - 10 C) ry N3 (Y9 Ef Ua O o 01 C- 4� EL o 41- '4- 41 Gc O 0 CL tv (b W 0 r.- W C m ID m cc; 0 0 X 0 0 > CO C: --4 rC 0 m Page 19 of 19 to DD O DocuSign Envelope ID: AFFDF25C -2E86- 463E - AABO- 6ACFF46CEB95 EXHIBIT 3 Exhibit D Conflict of Interest Questionnaire (CIQ) 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. The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71' business day after the date the originally filed questionnaire becomes incomplete or inaccurate. 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. V@ J P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p I N Y J/ U/ Y p/ Y �i p/!! 4 e "1 Y p! Y I G Y p/ U fl P G 1 d/ A I G 1 d/ Y l l P N 4 W P l➢ U 1 Y 1 U l 1 I U I U/ Y l A I U/ Y l d l l P N J P tl P t I U I U/ Y l A I G I l Y N Y I p Y I� Y n Y 4 i Y 1 tl Y l Y N Y Y N Y I 0 i Y i! i 1 i Y i! i Y 1 d 9 P Y 4 1 i i p i Y i! i 1 Y U I Ap l 1 G Y p/' i I i m Y f J Y n p I� Y p 1 Y f ti ❑ Check this box if you are filing an update to a previously filed questionnaire. 0 I do not have a conflict of interest to disclose. Please sign and date below. ❑ I have a conflict of interest to disclose, and submit the following additional information: A. Name of person filing who has a business relationship with local government entity: B. Name of local government officer with whom filer has an employment of business relationship: C. This section, 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. 1. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes 0 No 2. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No 3. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No 4. Describe each affiliation or business relationship. FDocuSigned by: mod P1 y 4 fl3&BEDRPIR1 B... Signature of person doing business with the government entity 10/1/2015 Date EXHIBIT 3 Certificate Of Completion Envelope Number: AFFDF25C2E86463EAAB06ACFF46CEB95 Subject: RFP 5855 - Police Sedans Source Envelope: Document Pages: 21 Signatures: 5 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original Holder: Jody Word 9/29/2015 6:39:50 AM PT jody.word @cityofdenton.com Signer Events Signature Jody Word Completed jody.word @cityofdenton.com Buyer City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 9/24/2015 9:09:15 AM PT ID:be2d1602- d71a -4f31- 8755- e63c33db91b6 Brad Roblyer E110-Signed by: BRoblyer @jameswood.com "" 1Z.UY. COMMERCIAL SALES MANAGER D34BCDD24C8D42D... Security Level: Email, Account Authentication (Optional) Using IP Address: 184.159.202.254 Electronic Record and Signature Disclosure: Accepted: 10/1/2015 8:53:53 AM PT ID: 3c3b97b4- ba95- 497f- 97b1- ea8c446e19b9 John Knight EllocuSigned by: john.knight @cityofdenton.com Deputy City Attorney ce21ggsc2A2e43e... City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: George Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) Status: Sent Envelope Originator: Jody Word jody.word @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 9/29/2015 6:52:53 AM PT Viewed: 9/29/2015 6:53:04 AM PT Signed: 9/29/2015 6:53:59 AM PT Sent: 9/29/2015 6:54:01 AM PT Resent: 10/1/2015 8:10:17 AM PT Viewed: 10/1/2015 8:53:53 AM PT Signed: 10/1/2015 8:56:21 AM PT Sent: 10/1/2015 8:56:26 AM PT Viewed: 10/1/2015 9:05:39 AM PT Signed: 10/1/2015 9:05:52 AM PT Sent: 10/1/2015 9:05:55 AM PT Viewed: 10/1/2015 9:11:40 AM PT StCUfttb EXHIBIT 3 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer .walters @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Charleta Gilbreath Sent: 10/1/2015 8:56:24 AM PT charleta .gilbreath @cityofdenton.com Viewed: 10/1/2015 9:04:11 AM PT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck� Sent: 10/1/2015 8:56:24 AM PT julia.klinck @cityofdenton.com Viewed: 10/1/2015 8:58:07 AM PT Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Charlie Rosendahl charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson jane .richardson @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: terry.kader Terry. Kader @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed /Encrypted 10/1/2015 9:05:55 AM PT Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Jody Word, Brad Roblyer EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 3 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn @cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e -mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn @cityofdenton.com and in the body of such request you must state: your previous e -mail address, your new e -mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e -mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e -mail to kevin.gunn @cityofdenton.com and in the body of such request you must state your e -mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e -mail to kevin.gunn @cityofdenton.com and in the body of such request you must state your e -mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0 ?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e -mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -994, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: October 20, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Performance Management, Compensation Management, and Learning Management Software including a three (3) year software maintenance agreement for the City of Denton Human Resources Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 5827- awarded to Cornerstone OnDemand, Inc. in the not -to- exceed amount of $322,688.40.) FILE INFORMATION City policy number 104.03, titled "Performance Appraisal ", stipulates that immediate supervisors review each of their employee's job performance on an annual basis. The purposes of the performance reviews are: I. To inform the employee of job progress by accurately measuring current performance levels against established criteria. 2. To determine recommendations for wage adjustments, promotions, disciplinary actions, reassignments, etc. 3. To acknowledge and reinforce special talents, skills, capabilities, and other strengths. 4. To provide an opportunity for employees to give feedback to their supervisor about their jobs; to discuss common problems and possible solutions. 5. To enhance job performance through discussions of career interests, problems, and concerns. 6. To mutually set specific required behaviors for each performance rating category, or at the point of hire, to establish required behaviors for each performance rating category. The City currently uses Microsoft InfoPath forms for employee annual performance reviews and for employee individual development plans. It is a strategic goal for supervisors to complete all annual performance reviews within thirty (30) days of their due date. Unfortunately, as evident from the performance measures dashboard provided to City Council quarterly, we are struggling as a City to meet this goal. In addition to late performance reviews, there are inefficiencies resulting from the manual process to correct errors in merit increase calculations and managing consistency in performance assessment. Late reviews also result in late merit increases, additional processing of payroll time to calculate back pay due, and has a negative effect on employee morale. Some examples of inefficiencies include, but are not limited to: City of Denton Page 1 of 3 Printed on 10/15/2015 File #: ID 15 -994, Version: 1 • Human Resources inputs and tracks information related to performance reviews in two systems - JD Edwards and a Microsoft Access database. Double input increases the opportunity for errors. • The form, which was created with Microsoft InfoPath, is cumbersome and not accessible to most supervisors outside of the workplace. • The manual process of forwarding the reviews in paper form to the next level supervisor can potentially delay the review and affect confidentiality. • The process to ensure proper merit increases applied is cumbersome as well. This requires a manual review of the employee's pay and the pay plan by the supervisor. Human Resources then has to verify and recalculate all increases to ensure accuracy. One of the Leadership Excellence Enhancement Program (LEEP) task groups addressed many of these concerns in their report and presentation to the City Council on July 9, 2015. Their recommendations included the following goals: 1. Prioritize performance management 2. Simplify the process, collaboration, and compliance 3. Identify support and resources and 4. Invest in systems. They specifically recommended the purchase and implementation of performance management and learning management system (LMS) software in order to accomplish strategic and operational goals. Performance management software was budgeted in Fiscal Year 2014 -15 and the learning management software is included in the Fiscal Year 2015 -16 budget. In support of the LEEP recommendation, staff is recommending implementation of a computer based performance management system which will promote greater supervisor and employee collaboration and follow through on performance appraisals, ongoing performance coaching, and greater options for employee development. In addition to assisting supervisors in meeting the purposes of City policy, a performance management system will provide a dashboard for supervisors to monitor employee goals, note ongoing employee job performance, and provide reminders for timely completion of performance documents. The compensation management software is integrated into the performance management system and maintains employee salary history, prevents salary increases beyond established guidelines, and serves as a budget monitoring tool to predict budgetary effects due to merit increases and equity adjustments. The compensation management software also provides budgetary models to show how merit increases will affect personnel year end budget levels. Also in support of the LEEP recommendation and included in the Management System is Learning Management Software (LMS). LMS will provide additional employee development tools for supervisors. An LMS will give supervisors options to assign specific training; target needed work knowledge, skills, or abilities; and aid in competency based succession management. It also will be the centralized database for tracking employee training and certifications including, but not limited to, City in -house training program workshops, regulatory compliance certifications, safety certifications, professional certifications, and National Incident Management System (federal disaster training) certifications. The LMS also hosts online training that will enable employees to train at remote locations. This is especially useful when staff must maintain coverage on work crews or in other situations when it is impractical for employees to leave their regular work location. The LMS software works in harmony with the performance management and compensation software to provide a more efficient and effective way to follow up on employee performance appraisals and to coach performance improvement. Requests for Proposals for the Performance Management, Compensation Management, and Learning Management Software were sent to 285 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. City of Denton Page 2 of 3 Printed on 10/15/2015 File #: ID 15 -994, Version: 1 Two proposals meeting specifications were received. The proposals were evaluated based upon published criteria including price, project schedule, compliance with specifications, and indicators of probable performance. Cornerstone OnDemand, Inc. was ranked the highest and determined to be the best value for the City (Exhibit 1). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The purchase of performance management and learning management systems was proposed by the Leadership Excellence Enhancement Program (LEEP) task group during their report to Council on July 9, 2015. RECOMMENDATION Award the purchase of software implementation and continued online access to performance management system through software as a service (SAAS) for a period of three (3) years to Cornerstone OnDemand, Inc. for a total of $322,688.40. PRINCIPAL PLACE OF BUSINESS Cornerstone OnDemand, Inc. Santa Monica, CA ESTIMATED SCHEDULE OF PROJECT This contract will be in effect through October 20, 2018 or at the expiration of a module's annual subscription renewed within the contract term. FISCAL INFORMATION These services will be funded from the General Fund account 150001.7854. Requisition number 126289 has been entered into the Materials Management software system. FYHIRITC Exhibit l: Evaluation/Ranking sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Carla Romine- Haggmark at 349 -8344. 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T . . w . c5 w w 4) c 'R 'R c� E r u O D E E cm CL (U -0 d 3 3 3 C 0 CL L u (U (U C: t c ou :13 0 0 0 ol 0 u U - o o o (U w E E E lw m I m -o -o a 6. o E o o E E go -1; go CL a cm z c 0 —o L -, �o �o - 3; -m E E E E E E o E E E E E E og —o 0 go —o g 1. go g 0 Q v N mc T T T o o 0 0 0 o J D 0 D 0 O 16 16 — — — — — — 0 0 jy HE '6 A 4 E '6 .1 -�j -�l ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR PERFORMANCE MANAGEMENT, COMPENSATION MANAGEMENT, AND LEARNING MANAGEMENT SOFTWARE INCLUDING A THREE (3) YEAR SOFTWARE MAINTENANCE AGREEMENT FOR THE CITY OF DENTON HUMAN RESOURCES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5827- AWARDED TO CORNERSTONE ONDEMAND, INC. IN THE AMOUNT OF $322,688.40). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for performance management and compensation management software including three (3) software maintenance, for the City of Denton 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 5827 Cornerstone OnDemand, Inc. $322,688.40 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5827 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 ffla APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN CORNERSTONE ONDEMAND, INC (CONTRACT 5827) THIS CONTRACT is made and entered into this date , by and between Cornerstone OnDemand, Inc., a corporation, whose address is 1601 Cloverfield Blvd, Suite 600 South, Santa Monica, CA 90404, hereinafter referred to as Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP 5827- Suply of Performance Appraisal and Compensation Management Software , a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as Exhibit C. 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) Cornerstone OnDemand — Master Agreement (Exhibit "B "); (c) Request for Proposal 5827 "Scope of Work and Technical Specifications" (Exhibit "C "); (d) Cornerstone OnDemand — Order and Implementation Statement of Work (Exhibit «D19). (e) Insurance Requirements (Exhibit "E "); (f) Contractor's Proposal. (Exhibit "F "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR DocuSigned by: BY: a� Nut r A IIORMEI- SIGNATURE Date: 10/12/2015 Adam Miller Name: Title: CEO APPROVED AS TO LEGAL FORM (CONTRACTOR): DocuSigned by: BY: a. MASS 7COAF6B56FBB458... ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY D ocu Signed by: BY: �D6t �. p C821996C2A2B439... 310 - 752 -0200 PHONE NUMBER amiller @csod.com EMAIL ADDRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $322,688.40. Pricing shall be per Exhibit F attached. Contract Terms The contract term of this agreement runs from the award date through the later of a) three (3) years, or b) the expiration of the any module's annual subscription renewed in year three of this agreement. Implementation Schedule See Implementation Statement of Work (Exhibit D). Payment Terms See Cornerstone OnDemand — Order (Exhibit D) Travel Expenses Should the City require on -site personnel from the Contractor, the City will pay expenses at cost, not to exceed $5,000, per module without prior approval from the City. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Exx�h,�ib EXHlfifr 3 Cornerstone OnDemand — Master Agreement COVER PAGE Effective Date ( "ED "): Client Name ( "Client "): City of Denton Client Address: 215 E. McKinney Street, Denton, TX 76201 Billing Address: [Same as Client Address] Federal Tax ID# / VAT #: Primary Contact Billing Contact (if different than Primary Contact) Name: Karen Smith Name: Accounts Payable Title: Assistant Purchasing Manager Title: Email: Karen.smith @citvofdenton.com Email *: accountspayable @cityofdenton.com Phone: 940 - 349 -7100 Phone: 940 - 349 -8223 *NOTE: All invoices will be emailed to Client unless otherwise agreed by the parties. Is Client exempt from applicable sales /VAT tax? ox �Yes ( "No," unless box is checked) Does Client require a purchase order ( "PO ")? s ( "No," unless box is checked) PO Number (if applicable): Issued upon contract execution By signing, each party acknowledges that it has read, understands, and agrees to the provisions set forth in the Master Agreement (the "Agreement "). No other terms and conditions will apply. Capitalized terms set forth in the Agreement shall have the respective meanings set forth in the Master Terms and Conditions. Except as otherwise expressly set forth herein, all purchases are non - cancelable and non - refundable. Fees are exclusive of applicable sales, use, VAT, and other taxes, and are net of withholding taxes. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Cornerstone OnDemand — Master Agreement MASTER TERMS AND CONDITIONS These Master Terms and Conditions are made a part of and incorporated by reference into the Cornerstone OnDemand — Master Agreement by and between Client and Cornerstone OnDemand ( "Cornerstone') (the "Agreement "). 1. Definitions. a) "Active User" means, in a given calendar month, a user established on the Software with a designation of "active" at any time during that month. Client has the ability to determine who is an Active User. b) "Affiliate" means a party that partially (at least 50 %) or fully controls, is partially or fully controlled by, or is under partial (at least 50 %) or full common control with, another party. c) "Client Content" means any and all courses, learning objects, certifications, quizzes, tests, materials, instructor -led sessions, or documents created and /or supplied by Client. d) "Client Data" means proprietary or personal data regarding Client or any of its users under this Agreement. e) "Confidential Information" means any non - public information of Cornerstone or Client disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider confidential and /or which is marked "confidential" or "proprietary" or some similar designation by the disclosing party. Confidential Information shall not, however, include the existence of the Agreement or any information which the recipient can establish: (i) was or has become generally known or available or is part of the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient's prior written documentation; (iii) was received by the recipient from a source other than the discloser, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where such independent development has been documented by the recipient. f) "Content Delivery" means the delivery of Client Content to Active Users. Content Delivery volume is calculated as follows: size of Client Content (in gigabytes) multiplied by the number of Active Users receiving the Client Content. g) "Implementation" means implementation, deployment, and /or training relating to the Software. h) "Order" means a Product purchase in a schedule, statement of work, addendum, or amendment signed by both parties. I) "Products" means any and all Services, work product resulting from Services, and Software. j) "Service" means any service rendered by Cornerstone specifically to Client, including, but not limited to: (i) hosting of the Software; (ii) hosting, delivery, and /or distribution of eLearning content; (iii) provision of customer and /or technical support for the Software; (iv) Implementation; (v) development of Software functionality specially requested by Client; and /or (vi) any consulting service. k) "Software" means: (i) any and all of Cornerstone's proprietary web -based applications, including, without limitation, all updates, revisions, bug- fixes, upgrades, and enhancements thereto, as well as applications that have been modified in any way by Cornerstone at the request of a client; and (ii) application functionality provided by Cornerstone - contracted third parties. 1) "Subscriber" means an Active User that accesses the Software for a flat fee. m) "Transaction" applies only to the Extended Enterprise Product and means a course registration, self- assessment, or task undertaken by an Active User who is grouped in a specially- designated organizational unit separate and apart from Subscribers. Unused Transactions expire upon the earlier of: (i) termination of the applicable Order; or (ii) one year from purchase date. For clarity, employees of Client or any of its Affiliates may only access the Software as Subscribers. 2. Cornerstone Obligations. In accordance with the terms and conditions of the Agreement, Cornerstone will: (i) make the Products available on a non - exclusive basis to Active Users via the Internet; (ii) maintain appropriate safeguards for protection of Client Data, including regular back -ups, security and incident response protocols, and application and infrastructure monitoring; and (iii) not access, modify, or disclose Client Data, except as compelled by law, to prevent or address service or technical issues, or if otherwise permitted by Client. 3. Client Restrictions. Client may only use the Products for its own lawful, internal business purposes. Client shall not: (i) use or deploy the Software in violation of applicable laws or this Agreement; (ii) resell the Products except through Transactions; (iii) create any derivative works based upon the Products; (iv) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software or any part thereof (except to the extent that such restriction is not permitted under applicable law); (v) make the Products available to any unauthorized parties, including without limitation, competitors of Cornerstone; or (vi) perform, or release the results of, benchmark tests or other comparisons of the Products with other software, services, or materials. Should unexpected or inappropriate use of the Software (e.g., improperly formatted or constructed Client Content; extraordinary bandwidth usage; uploaded files that contain viruses, worms, spyware, or other malicious content; load tests, security scans, or penetration tests conducted without notice, etc.) result in denial of service with respect to the Software, Cornerstone may disable the implicated Client Content and /or deny access to Client's portal as necessary to remedy the issue. Client will be responsible for Active Users' compliance with the Agreement and liable for Active Users' breach thereof. Client will ensure that it has obtained all necessary consents and approvals for Cornerstone to access Client Data for the purposes permitted under this Agreement. If Client is in breach of this section, Cornerstone may suspend Services, in addition to any other rights and remedies Cornerstone may have at law or in equity. 4. Services. Each party agrees to: (i) provide the resources reasonably necessary to enable the performance of the Services; (ii) manage its project staffing, milestones, and attendance at status meetings; and (iii) ensure completion of its project deliverables and active participation during all phases of a Service project. The parties acknowledge that failure to cooperate during a Service project may delay delivery of the Service. If there is a delay, the party experiencing the delay will notify the other party as soon as reasonably practicable, and representatives of each party will meet to discuss the reason for the delay and applicable consequences. Changes beyond the scope of an Order and /or a party's delay in performing its obligations may require an amended Order. When Cornerstone notifies Client that a given project has been completed (following Client's completion of the User Acceptance Testing phase), Client shall either accept or reject the project based on whether the deliverables for that project have been performed in substantial and material accordance with the applicable Order. If Client: (i) fails to provide written notice of acceptance or rejection of the Service to Cornerstone within twenty (20) days of Cornerstone's notification that the project is complete; or (ii) with respect to an Implementation, uses the implemented Product in a live environment for a total of thirty (30) days, then the project will be deemed accepted. 5. Support. After Implementation is completed, Cornerstone shall provide the level of technical support stated in the applicable Order. Only the number of administrators set forth in the applicable support package (i.e., not all Subscribers) may contact Cornerstone for support. Client agrees to promptly provide Cornerstone with sufficient documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with Cornerstone, in order for Cornerstone to comply with its support obligations hereunder. In no event shall Cornerstone be responsible or liable for any errors, bugs or other problems contained in or originating from hardware or software not provided by Cornerstone. 6. Fees and Payment. Client will be invoiced for fees according to the applicable Order. Payment of fees will be due within 30 days after the date of the invoice, except where an Order expressly prescribes other payment dates. Except where otherwise stated, all fees set forth in an Order are in U.S. dollars and must be paid in the currency set forth in the Order. Late payments hereunder will incur a late charge of 1.5% (or the highest rate allowable by Texas law, whichever is lower) per month on the outstanding balance from the date due until the date of actual payment. In addition, Services are subject to suspension for failure to timely remit payment therefor. If travel is required to effect Services, Client shall reimburse Cornerstone for pre- approved, reasonable expenses arising from and /or relating to such travel, including, but not limited to, airfare, lodging, meals, and ground transportation. 7. Term and Termination. a) Term. The term of this Agreement runs from the Effective Date through the later of: (i) three (3) years; and (ii) expiration of the last Order. b) Termination for Cause. Either party may immediately terminate this Agreement if the other party materially breaches its obligations hereunder, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of the breaching party's receipt of written notice describing the breach in reasonable detail. c) Bankruptcy Events. A party may immediately terminate this Agreement if the other party: (i) has a receiver appointed over it or over any part of its undertakings or assets; (ii) passes a resolution for winding up (other than DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 for a bona fide scheme of solvent amalgamation or reconstruction), or a Notwithstanding any term in this Contract, Contractor's liability to City of Denton court of competent jurisdiction makes an order to that effect and such or its insurers for any loss or damage regarding this Contract shall be limited as order is not discharged or stayed within ninety (90) days; or (iii) makes a follows: i) for those claims arising out of this Contract, except those arising as a general assignment for the benefit of its creditors. result of Contractor's violation of applicable law or patent infringement, d) Effect of Termination. Immediately following termination of this Contractor's liability shall be limited to three times the total fees paid or payable Agreement, Client shall cease using all Products. Upon request, at no by the City of Denton to Cornerstone, , whether as a result of breach of contract, additional charge, Client may retrieve Client Data via Client's secure FTP site in the same format in which the Client Data was originally inputted into indemnity, warranty, tort (including negligence), strict liability or otherwise ; ii) for the Software. Alternatively, Client Data can be returned in a mutually claims arising as a result of Contractor's violation of applicable law, Contractor's agreed format at a scope and price to be agreed. Cornerstone will maintain liability shall in no event exceed $500,000; and iii) for those claims arising out of a copy of Client Data for no more than six (6) months following termination Contractor's patent infringement, Contractor's liability shall not be subject to a of the Agreement, after which time any Client Data not retrieved will be liability cap.. destroyed. 8. Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by, and in compliance with b) Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR Texas Government Code 552 (Public Information Act), law and except to those subcontractors of Cornerstone providing Products hereunder who agree to be LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF bound by confidentiality obligations no less stringent than those set forth in this DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE "INFRINGEMENT "), (EXCEPT AS SET FORTH IN SECTION CURES OR ANY Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party's rights and responsibilities under this Agreement; and (iii) OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL to keep the Confidential Information confidential using the same degree of care DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, such party uses to protect its own confidential information; provided, however REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED that such party shall use at least reasonable care. These obligations shall survive OF THE POSSIBILITY OF SUCH DAMAGES. termination of this Agreement. If either party breaches any of its obligations with 13. Communications. Neither party shall issue any press release using the name of respect to confidentiality or the unauthorized use of Confidential Information the other party as a customer or provider without the other party's consent (not hereunder, the other party shall be entitled to seek equitable relief to protect its to be unreasonably withheld or delayed). interest therein, including but not limited to, injunctive relief, as well as money 14. Miscellaneous Provisions. damages. 9. Intellectual Property. As between the parties, Cornerstone will and does retain all a) Governing Law; Jurisdiction. This Agreement will be governed by and proprietary and intellectual property rights, title and interest in and to the construed accordance with the laws the State of Texas and the federal Products. Client retains all proprietary and intellectual property rights, title and laws the United States America, , without regard to conflict of law interest in and to Client Data and Client Content. principles. Cornerstone and Client agree that any suit, action or proceeding 10. Indemnification. arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the state or a) Indemnification by Cornerstone. Cornerstone agrees to indemnify, defend, federal courts of the State of Texas located in the County of Denton, and and hold harmless Client from and against any and all third party claims and each of Cornerstone and Client hereby irrevocably accepts the exclusive causes of action, as well as related losses, liabilities, judgments, awards, personal jurisdiction and venue of those courts for the purpose of any suit, settlements, damages, expenses and costs (including reasonable attorney's action or proceeding. fees and related court costs and expenses) (collectively, "Damages ") incurred or suffered by Client which directly relate to or directly arise out of b) Force Maieure. Neither party will be liable for any failure delay in its the violation or infringement of any intellectual property rights by Client's t performance under this Agreement due to any cause beyond its reasonable authorized use of the Products. The foregoing provisions of this section control, including without limitation acts war, acts of God, earthquake, shall not apply to the extent the Damages relate to or arise out of: (i) Client flood, embargo, riot, epidemic, actis s of terrorism, sabotage, , Data; (ii) Client Content; or (iii) unauthorized or negligent use and /or governmental act, failure of the Internet or other acts beyond such party's alteration of the Products. reasonable control, provided that the delayed party: (i) gives the other b) Indemnification Procedures. indemnitee shall: (i) give written notice of any party prompt notice of such cause; and (ii) uses reasonable commercial claim promptly to indemnitor; (ii) give indemnitor control of the defense; efforts to correct promptly such failure or delay in performance. (iii) provide to indemnitor all available information and assistance; and (iv) c) Counterparts; Facsimile. This Agreement may be executed in any number not take any action that might compromise or settle such claim. of counterparts and in facsimile or electronically, each of which shall be an c) Infringement Cures. Should the Products or any part thereof become, or in original but all of which together shall constitute one and the same Cornerstone's reasonable opinion be likely to become, the subject of a instrument. claim for infringement of a third party intellectual property right, then d) Entire Agreement. This Agreement contains the entire understanding of the Cornerstone shall, at its expense: (i) procure for Client the right to use and parties in respect of its subject matter and supersedes all prior agreements access the infringing or potentially infringing item(s) of the Software free of and understandings (oral or written) between the parties with respect to any liability for infringement; or (ii) replace or modify the infringing or such subject matter. Orders and the schedules and exhibits hereto potentially infringing item(s) of the Software with a non - infringing constitute a part hereof as though set forth in full herein. Purchase orders substitute otherwise materially complying with the functionality of the submitted by Client are for Client's internal administrative purposes only, replaced system. and the terms and conditions contained in those purchase orders will have d) Exclusive Remedies. The remedies set forth in this section shall be no force and effect. Any modification, amendment, or addendum to this exclusive with respect to any infringement claim hereunder. Agreement must be in writing and signed by both parties. 11. Warranties. Each party represents and warrants to the other party that, as of the e) Assignment. Neither party may assign this Agreement or any of its rights, date hereof: (i) it has full power and authority to execute and deliver the obligations, or benefits hereunder, by operation of law or otherwise, Agreement; (ii) the Agreement has been duly authorized and executed by an without the other party's prior written consent; provided, however either appropriate employee of such party; (iii) the Agreement is a legally valid and party, without the consent of the other party, may assign this Agreement to binding obligation of such party; and (iv) its execution, delivery and /or an Affiliate or to a successor (whether direct or indirect, by operation of performance of the Agreement does not conflict with any agreement, law, and /or by way of purchase, merger, consolidation or otherwise) to all understanding or document to which it is a party. CORNERSTONE WARRANTS or substantially all of the business or assets of such party, where the THAT ANY AND ALL SERVICES PROVIDED BY IT HEREUNDER SHALL BE PERFORMED responsibilities or obligations of the other party are not increased by such IN A PROFESSIONAL MANNER CONSISTENT WITH PREVAILING INDUSTRY assignment and the rights and remedies available to the other party are not STANDARDS, AND THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN adversely affected by such assignment. Subject to that restriction, this MATERIAL ACCORDANCE WITH THE AGREEMENT AND APPLICABLE Agreement will be binding on, inure to the benefit of, and be enforceable DOCUMENTATION PROVIDED BY CORNERSTONE. TO THE EXTENT PERMITTED BY against the parties and their respective successors and permitted assigns. If APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS the agreement is assigned without consent, the Client may terminate the OR IMPLIED, OR OTHERWISE. contract with ten days notice (within thirty days of Client's receipt of 12. Liability notification of such assignment) if such assignment would cause Client to be in violation of applicable law. a) Liability Cap. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 f) No Third Party Beneficiaries. The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and shall not be construed as conferring any rights on any other persons. g) Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in this Agreement, Cornerstone has the perpetual right to use aggregated, anonymized, and statistical data ( "Statistical Data ") derived from the operation of the Software, and nothing herein shall be construed as prohibiting Cornerstone from utilizing the Statistical Data for business and /or operating purposes, provided that Cornerstone does not share with any third party Statistical Data which reveals the identity of Client, Client's users, or Client's Confidential Information. h) Suggestions. Cornerstone shall have a royalty -free, worldwide, perpetual license to use or incorporate into the Products any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or its users relating to the operation of the Products. i) Responsibility for Third -Party Offerings. The Software may contain features capable of interoperating with third -party applications. To use such features, Client may be required to obtain access to such applications from a third -party provider. Cornerstone shall not be responsible for Client's access to, or operation of, third -party applications not offered or sold by Cornerstone to Client. j) Export Controls. Client understands that the use of Cornerstone's Products is subject to U.S. export controls and trade and economic sanctions laws and agrees to comply with all such applicable laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. k) Rule 10b -5 Limitations. Each party acknowledges that United States securities laws prohibit any person who has material, non - public information about a publicly- traded company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. 1) Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, such provision shall be changed by the court or by the arbitrator and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect. m) Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by facsimile, or mailed by registered or certified mail, return receipt requested and postage prepaid to the address for the other party first written above or at such other address as may hereafter be furnished in writing by either party hereto to the other party. Such notice will be deemed to have been given as of the date it is delivered, if by personal delivery; the next business day, if deposited with an overnight courier; upon receipt of confirmation of facsimile delivery (if followed up by such registered or certified mail); and five days after being so mailed. n) Independent Contractors. Client and Cornerstone are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between Client and Cornerstone. Each party understands that it does not have authority to make or accept any offers or make any representations on behalf of the other. Neither party may make any statement that would contradict anything in this section. o) Subcontractors. Cornerstone shall notify Client of its use of any subcontractors to perform Client- specific Services. Cornerstone shall be responsible for its subcontractors' performance of Services under this Agreement. p) Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe its meaning, scope or intent. q) Waiver. No failure or delay on the part of either party in exercising any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy. r) Survival. Sections of the Agreement intended by their nature and content to survive termination of the Agreement shall so survive. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 EXHIBIT C RFP 5827 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS PERFORMANCE APPRAISAL AND COMPENSATION MANAGEMENT SOFTWARE FOR THE CITY OF DENTON INTRODUCTION This specification describes the requirements for a Performance Appraisal and Compensation Management software to be purchased by The City of Denton (City). The City is seeking a solution to automate the employee performance appraisal and compensation management from its current manual process. The new system shall be web based and compatible with web browsers installed on City computers. The installation of the new system must be carefully coordinated with the City's Human Resource and Tech Services support staff. Scope of Services The City of Denton is desirous of receiving proposals for software solutions in employee performance appraisal and employee compensation. The City is interested in various combinations of services and systems which may result in the ability for City supervisors to track employee performance and to monitor employee compensation. Desired services include, but not limited to the following; Consulting services to assist with: • Implementation • Training Conversion of existing data Customization • End user training Support training • Maintenance While not a requirement in this scope of services, the City is desirous of a multi - faceted system that will integrate performance management, learning management, and succession management. As additional funding is secured, such modules will be purchased. Preference will be given to vendors who have modules in all of these areas. Contractor General Responsibilities The prospective proposers shall assume responsibility for the design, fabrication and startup of the new system. The supplier /contractor's obligations shall include, but not be limited to, the responsibilities in the following list, and those required performing the system functions described in the Specification: a) Access of web based software to City employees. b) Integration of all Vendor - supplied hardware and software. c) Provide Training of City personnel on site or via web based training. d) User's guides, electronic "help" services /assistance, and other documentation. e) The vendor shall be responsible to provide support and warranty services during the licensing period. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 City of Denton General Responsibilities The City shall supply the following items and services as part of the new system: a) Windows based desktop computers and Microsoft SQL server platforms. b) Physical LAN connections, set -up of firewalls, firewall tunnels for data connectivity. c) Meeting and training room facilities. Project Timeline See Implementation Statement of Work (Exhibit D). FUNCTIONAL REQUIREMENTS This section lists the detailed functional requirements that the City of Denton is seeking in the employee performance appraisal and employee compensation software. It shall be noted that the proposal shall be judged by its conformance to the functional requirements of this section. Please complete the following supplemental questions in Exhibit 1- Pricing Sheet of this RFP. Supplement I should be included by the prospective proposer and contains the system functionality for the proposed system and interfaces /connectivity to existing City SQL servers. City anticipates either a Web- hosted service solution (preferred) or a locally installed "Client — Server" type of solution, but is open to other configurations by prospective proposers. The proposer should attach the necessary documentation in Supplement I. Supplement II should be included by the prospective proposer and contains the non- functional questions concerning the technology, hosting, security, support and implementation solution that is proposed. Supplement III should be included by the prospective proposer and contains a vendor overview that includes an executive summary, company statistics and questions concerning the proposed solution and user experiences. City IT Infrastructure • General Ledger, Payroll and HR system: JDE EnterpriseOne — version 9. 1, Tools Release 9.1.4.7 • Windows Server 2012 R2 • Database: Oracle 12.1.0.2 • Network: Microsoft Windows Active Directory • Internet browser: Internet Explorer • Number of current supported PC users: 1000 desktops, 250 laptops, 175mobile units • Windows7, all users are on Microsoft Office Suite Current state Overview of Performance Assessment Compensation Environment Currently, the City of Denton's Human Resource Department uses the JDE EnterpriseOne HR module to setup employees to process all compensation and a manual system using Microsoft InfoPath forms and Microsoft Access to track performance management. There are 298 supervisors (including police and fire departments) that provide performance appraisals on 1,336 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 full and regular part -time employees (including police and fire departments). The supervisor number is included in the number of employees. Total number of system users is expected to vary from year to year. User Interface • The system shall be configured with a graphical user interface. File Upload /Download • Ability to upload and modify model data via Excel or CSV file or other industry standard file formats. User Customized Reports • The system should give the User the ability to define specific reports for a given period of time. Standard Reports 0 Standard reports should be accessible and predefined by the perspective proposer such as diagnostic Reports. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Exhibit D See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. Cornerstone OnDemand — ORDER Client Name ( "Client "): City of Denton, TX Order Effective Date: At the Issuance and Acceptance of a Purchase Order issued by the City of Denton Master Agreement Effective Date: Is a new purchase order required for this ( "No," unless box is checked) ❑ Yes: PO# purchase? Order Term/ End Order Start Date: Order Effective Date Date: 3 years See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. Recruiting RECRUITING 0 Campus Recruiting Insights Selection Onboarding 11 MOT! M T.T P-17 U91 Wi M Compensation $16,232.40 171 Succession WNW, om Certifications Competencies Extended Enterprise 171 eCommerce Certifications Competencies Cornerstone for Salesforce* Support Package: Plus MAdministrator Training Package nCourse Publisher (if Learning is purchased) FIContent Delivery FlAdditional Language Packs FIData Load Wizard FIWeb Services ANNUAL FEE SUBTOTAL $81,562.80 FIRST YEAR GRAND TOTAL $91,897.60 See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 *If the "Cornerstone for Salesforce" box on this page is checked, Client acknowledges that Cornerstone does not support, and service levels do not apply to, customized code. Cornerstone for Salesforce purchases are subject to the Cornerstone for Salesforce Terms and Conditions located at: http://www.comerstoneondemand.com/ sites /default /fileslcfslCFS- Rider- to -CSOD- Agreements- 2013 -08- 26. d . ** $25,000 of this amount represents the Learning Implementation, the exact scope of which is to be determined by the Parties (said scope is NOT included in the initial Statement of Work) DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Cornerstone OnDemand — ORDER IMPLEMENTATION STATEMENT OF WORK Mid Market Purpose The Purpose of this Statement of Work is to set out the general scope and terms of the Mid Market consulting services to be delivered in accordance to discussions between Cornerstone OnDemand, Inc. ( "Cornerstone ") and Client. Scope of Services and Deliverables The Scope of Services outlined below provides a breakdown of the key phases of the implementation process and the corresponding Deliverables to be provided by Cornerstone and Client. The following products are in scope for implementation: Mid - Market Implementation — Task Management and Configuration The Cornerstone Mid - Market Implementation is an 8 week approach. This is an accelerated implementation method with controlled scope and intended for clients committed to standardized business processes. WEEKS 1 & 2: PROJECT KICK -OFF, DISCOVERY & DATA INTEGRATION • Within 10 days of contract signing • Assign Implementation Curriculum • Create Client Portals (Live, Pilot & Stage) • Conduct Implementation Orientation workshop ■ Review of Implementation resources and expectations. • Schedule and Lead Calls o Kick -off call ■ Review of the Mid Market with Engagement Management process, implementation expectations, project parameters, and required pre -work including: selecting team members/ system administrators, scheduling an Implementation completion date and making sure that a process decision maker is available for the start of the project. • Client Discovery Call • Review client process and samples of current client processes/ documents • Provide client with work plan which will include dates for completion of implementation project components • Technical Project Initiation Call ■ Review documentation and templates associated with relevant technical projects • Configuration Session(s) ■ Functionality -based demonstration of key areas and activities for administrators, managers, and end -users in the: Performance Management System Compensation Management System • Tasks and Deliverables include: • Create Client Portals (Live, Pilot, Stage) • Deliver access to Client Success Center (CSC), provide Training Plan with required E- Learning courses and documentation • Deliver Custom Login Page (CLP) template and implement project • Provide template for OU and User Data • Support client in OU and User Data formatting • Validate OU and User Data format in preparation for load • Load OU and User Data • Completion of the following activities before weeks 1 & 2: • Attend Implementation Orientation • Access Client Success Center o Review Discovery Questionnaire Attend calls: o Kick -Off • Discovery • Technical Project Initiation • Configuration Session(s) • Tasks and Deliverables include: • Assemble project team knowledgeable of Client's internal processes and empowered to make real time decisions regarding: • Performance Management • Compensation Management • Review Project Status and Training Plan Workbook activities including required E- Learning courses • Completion of the following activities before weeks 3 -6: • Submit Organizational Unit and User Data in delivered template and required format • Manage work plan projects with internal team and assign task were needed. • Identify and provide the list of participants for the implementation project • Access Client Success Center and complete required Learning E- Learning courses and documentation provided in Training Plan • Submit Discovery Questionnaire Guide and samples of current client documents • Submit Custom Login Page template • Review Single Sign On specifications and submit decision on SSO technology Required for Client to finalize before starting the Learn and Configure phase: • Discovery document has been completed • eLearning courses have been begun • Internal discussions around process changes needed before configurations are begun DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Cornerstone Deliverable Client Deliverable • Deliver Single Sign On (SSO) documentation and code Tasks and Deliverables • Review Discovery Questionnaire guide and samples of o Participate in two 1.5 hour working sessions per module current client documents implementation to align activities along with any questions, • Present client with project workbook specific to their resolve any issues and provide any additional guidance. objectives o Review configurations, preferences, OUs, user data and WEEKS 3 - 6: LEARN AND CONFIGURE YOUR PORTAL Cornerstone Deliverable Client Deliverable • Tasks and Deliverables include: Tasks and Deliverables • Two 1.5 hour working sessions per module implementation o Participate in two 1.5 hour working sessions per module to align weekly task/ goals, resolve any issues and provide implementation to align activities along with any questions, any additional guidance resolve any issues and provide any additional guidance. • Review configurations, preferences, OUs, user data and o Review configurations, preferences, OUs, user data and security access roles security access roles • Provide best practice configuration based on client use case o Items for Client to build during the Learn and Configure for common configuration scenarios phase: • Review and guide client thru application practice scenarios ■ Groups • Review and advise client on configuration and set up for: ■ Development Plan Template • Groups ■ Goals Management • Development Plan Template ■ Skills and Competencies • Goals management ■ Review Task Management • Skills and Competencies ■ Compensation preferences • Review Task Management ■ Task • Compensation preferences ■ Templates • Task ■ Email Triggers • Templates ■ Custom Fields • Email Triggers ■ Emails and custom reports • Custom Fields o Client demonstrates Learning portal set -up to key • Emails and custom reports stakeholders (if required) • Review & provide User Acceptance Testing (UAT) scripts to o Complete workbook activities and complete training prior to client. the start of Weeks 7 -8. • Direct client as to which configurations will need to be o Begin configurations to the Live portal moved to the Live portal WEEKS 7 & 8: USER ACCEPTANCE TESTING AND SYSTEM READINESS Cornerstone Deliverable Client Deliverable • Tasks and Deliverables include: • Attend Calls • 30 minutes daily status check -ins to align day's activities o Daily status check -ins along with any questions, resolve any issues and provide o Change Management Session any additional guidance o Client Success Orientation • Conduct a final check of the work plan to make sure project Tasks and Deliverables include: is ready for completion • Calls will also include support for UAT and scripts: o Participate in 30 minute daily calls to align day's activities along with any questions, resolve any issues and provide any • Review task templates built additional guidance. • Goals loaded o Discuss final steps of workbook with consultant • Development/ Competency templates loaded o Continued delivery of UAT and scripts: • Email Triggers are configured ■ Review task templates built • Salary data load has been configured and running ■ Goals loaded • Compensation task(s) have been configured ■ Development/ Competency templates loaded • SMP Task(s) are built in production ■ Email Triggers are configured • Provide guidance for ongoing project communication, ■ Salary data load has been configured and running client training and system launch • Review final portal configuration ■ Compensation task(s) have been configured ■ SMP Task(s) are built in production • Complete copy -down of Live to Pilot and Stage portals o Deliver and provide continuous project communication and • Get client signed up for the Implementation Complete CSM system launch timeline to key stakeholders workshop o Final system demonstration DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Cornerstone Deliverable Client Deliverable • Conduct transition call with Client Success Manager o Complete change management activities • Transition call has been completed and implementation is o Complete Implementation Curriculum activities complete o Portal is configured and project complete o Client review change management presentation o Client is responsible for all change management activities Attend transition session with Client Success Manager DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Technical Projects Inbound Data Feed — User /Organizational Unit (IDF User /OU) Brief Summary Integration with data from Client's system enabling automated maintenance of user and organizational units (OU) via a scheduled Inbound Data Feed (I DF) of the following data sets: • User Profile data • Organizational Unit (OU) data Tasks • Cornerstone: Provide Client with the Cornerstone standard Inbound Data Feed of User /OU (IDF User /OU) design document and template • Cornerstone: Lead Client in IDF User /OU workshop to review data feed process and support the functional decisions of Client • Cornerstone: Create IDF User /OU design document for Client • Client: Sign off on IDF User /OU design document • Client: Load files on pilot FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule I DF User /OU to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot portal I DF User /OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off the I DF User /OU process in pilot portal • Client: Load files on live FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule and automate IDF User /OU in live portal • Cornerstone: Email the live IDF User /OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the IDF User /OU process in live portal Assumptions • Client utilizes Cornerstone standard IDF User /OU design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing user data are by user's unique identifier value (UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDF User /OU design document. All mandatory data fields must be populated for all records • Client is responsible for properly validating data and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0 Brief Summary Cornerstone to provide support on one of the following Single Sign On (SSO) integration from and outsider portal to Client's Cornerstone Portal: • AES Encrypted • SAML 1.1 • SAML 2.0 Tasks • Cornerstone: Provide Client with the Cornerstone SSO Technical Documentation • Cornerstone: Lead the Client in SSO workshops to review SSO process and support the functional decisions of the Client AES Encrypted Single Sign On (SSO) • Cornerstone: Provide sample code for Pilot Portal and Live Portal to deploy the AES SSO • Cornerstone: Provide the AES end point URLs to the Client • Client: Populate, encrypt and post the token as per Cornerstone requirements • Client: Deploy, test and sign off the AES Encrypted SSO in Pilot Portal • Client: Deploy, test and sign off the AES Encrypted SSO in Live Portal DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0 • SAML V 1.1 OR SAML 2.0 Single Sign On (SSO) o Client: Provide: • Base64 encoded — X.509 public Certificate (.crt, .cer) • Base64 encoded sample SAML Response Assertion (.txt) • Cornerstone: Configure Client's Pilot Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Pilot Portal • Cornerstone: Configure Client's Live Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Live Portal Assumptions • Client utilizes Cornerstone standard SSO Design Specifications and complies to Cornerstone requirements to integrate AES Encrypted SSO, SAML 1.1 SSO, or SAML 2.0 SSO only. • Any other type of Single Sign On Solution Integration other than the above mentioned items is outside the scope of this project and considered a custom Single Sign On Solution. Client is responsible to make sure User Identification values (UserID, Username OR Email address) are unique and matching existing users in the CSOD portal • AES Encrypted Single Sign On (SSO) • Client has skilled software resources (Java or Net programming) available who can establish an AES Encrypted SSO protocol and configure authentication to support CSOD's AES Encrypted SSO • Client has skilled software resources available who can establish an SSO SAML protocol and configure authentication to support Cornerstone's SSO SAML V1.1 OR 2.0 • SAML V 1.1 OR 2.0 Single Sign On (SSO) Client will transfer the Assertion and Certification files to Cornerstone as per Cornerstone requirements defined on design specification document and will only transfer them through FTP folder (not email) o The assertion is signed using an X.509 certificate, shat RSA algorithm and is Base64 encoded • Client acknowledges that once the design document is approved, any changes or modifications to the work scope will require creation of a Change Request document. Change requests are reviewed and could result in additional charges to the Client • Any changes following Client signoff will require a Work Order or SOW submission Custom Login Page (CLP) Brief Summary Create a Custom Login Page following Client's design and layout according to Cornerstone - provided design guidelines and templates. Tasks • Cornerstone: Provide Client with Cornerstone's Custom Login Page design templates • Cornerstone: Lead Client in Custom Login Page design workshops to review Custom Login Page process • Client: Create Custom Login design based on Cornerstone's Custom Login Page design templates • Cornerstone: Create Custom Login Page in stage per Client's design • Client: Review and indicate corrections to errors detected in stage portal • Cornerstone: Reload corrected Custom Login Page as necessary in stage portal • Client: Review and approve Custom Login Page loaded to stage portal • Cornerstone: Load Custom Login Page on pilot and live portals Assumptions • Utilizes Cornerstone Custom Login Page design document template • Client will provide written sign off on the Custom Login Page on the stage portal, which will be used as approval to push the Custom Login Page to pilot and live portals • Client may ask for one (1) iteration of the Custom Login Page once the Custom Login Page is deployed on stage portal • Any changes requested subsequent to the approval of the Custom Login Page on the stage portal will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Timeline and Delivery The Mid Market Implementation project(s) are Client and Cornerstone directed and therefore, the total duration will be dependent, in part, on the Client's preparation, resource commitment, executive sponsorship and decision process. Mid Market Implementation project(s) is scoped and expected to be complete within an 8 week period with weeks remotely by Cornerstone. Implementation Services $43,000.00 • Compensation Management Implementation Included • Performance Implementation $25,000 • Learning Management Technical Implementation Services Included • Inbound Data Feed - OU /Users (IDF) Included • Single Sign On Standard (SSO) Included • Custom Login Page (CLP) Included Total Additional Services Cost $68,000.00 The end of the Implementation project will be defined as the completion of the Cornerstone Deliverables as outlined under the Scope of Services and Deliverables sections of this document. Acceptance of Deliverables will be in accordance with the Agreement. Assumptions /Client Obligations In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the resources reasonably necessary to scope the implementation, and fulfill the obligations listed below. • Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap: • Business Process Owner for Performance Management System (aka, the Decision Maker) • Business Process Owner for Compensation Management System (aka, the Decision Maker) • Lead Cornerstone System Administrator • Project Manager of the Cornerstone implementation • HRIS Technical Administrator (Optional, depending on data requirements and extraction capabilities) • Executive Stakeholder (Optional) • Begin going through kick -off documentation in the Client Success Center • Empower team to make real -time decisions regarding configuration and business process functions during the project. • Ensure project team attendance and active participation during all phases of the Implementation project. • Formally accept (sign -off) all key deliverables and implementation services per the Agreement. • Manage project staffing and milestones. • Manage project status and ensure completion of Client project deliverables. • Attend and participate in configuration workbook overview, implementation coaching, and administrator training sessions. • Validate and ensure available technical environment (high speed web access for all attendees during the training session). • The end of the implementation project is tied solely to the acceptance by Client of those deliverables for which Cornerstone is responsible. • Manage project status through Cornerstone provided work plan and ensure completion of Client project deliverables. • Provide a primary point of contact for Cornerstone during and after the implementation. • Ensure proper communication to end -users during implementation in preparation for rollout. o Manage change management and on -going communication of the Performance solution project. • Manage change management and on -going communication of the Compensation solution project. • The project will be conducted remotely. • Except where otherwise stated or agreed by the parties, Cornerstone's obligation to perform an Implementation - related Service expires at the earlier of: (i) acceptance of the Service by Client; (ii) if Client does not commence the project, one year from the purchase date; or (iii) if Client commences the project but subsequently does not proceed with the project, one year from the date Client ceased working on the project. • Cornerstone and Client agree that changes to key members of implementation team or significant changes in business requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this Statement of Work documenting such changes and the pricing impact, if any, to the original project scope. • Any Historical Data Load (HDL), Master Data Load (MDL) or Data Migration project not expressly listed in this Statement of Work with an accompanying price will be scoped as a separate work effort and is not included in the scope of this document. Additional Service Offerings Cornerstone provides additional service offerings at an additional charge. The following service offerings, if not expressly stated in the 'Scope of Services' section of this document, are not included as part of this engagement: DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Technical Consulting 0 Content and Transcript Historical Data Loads Content Services 0 Learning Content Needs Assessment • E- Learning Development • 1 L Development/ Production • Content Maintenance • Content Localization Consulting Services 0 Consulting Service Packs • Analytics / Custom Report Development • System Preference Updates Educational Services 0 Virtual Training Courses • Live Coaching Historical Data Load — Performance (HDLP) Brief Summary Migration of legacy system data to the Cornerstone portal. Migrated data includes the following data types: • Review scores, including up to three (3) years' worth of overall performance review scores • Review documents, including up to three (3) years' worth of performance PDF documents • Goals library • Previous year's user goals • Competency library and models Tasks • Cornerstone: Provide Client with the Cornerstone standard data design document template • Cornerstone: Lead Client in data loading workshops to review data load process and support the functional decisions of Client • Cornerstone: Create data design document for Client • Client: Sign off on data design document • Client: Prepare files for loading by Cornerstone integration consultant • Cornerstone: Load files into the pilot portal • Client: Review and correct any errors detected in the upload process • Cornerstone: Reload corrected files as necessary in pilot portal (up to three (3) iterations per data type) • Client: Review and approve data loaded to pilot portal • Cornerstone: Load data on live portal Assumptions • Utilize Cornerstone standard data design document template for all data types • All data loads reference User data by a unique identifier • Client is responsible for uniquely identifying records across all data types • Client has skilled software resources that can extract legacy data from source systems • Client has the ability to transform data to the format(s) defined by Client- approved data design document • Client will perform all data file consolidations necessary by data type defined above • Maximum of three (3) iterations of loads by data type for purpose of correcting errors; any additional iteration may require a change request document • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client sign -off will require a work order or SOW submission DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Inbound Data Feed — Salary (IDFS) Brief Summary Integration with Client's salary data enabling automated maintenance via a scheduled Inbound Data Feed of Salary (IDFS) data Tasks • Cornerstone: Provide Client with the Cornerstone standard IDFS design document and template • Cornerstone: Lead Client in IDFS workshop to review data feed process and support the functional decisions of Client • Cornerstone: Create I DFS design document for Client • Client: Sign off on I DFS design document • Client: Load files on pilot FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule I DFS to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot IDFS log file to identify load errors, after each load attempt • Client: Review, update, and sign off the IDFS process in pilot portal • Client: Load files on live FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule and automate IDFS in live portal • Cornerstone: Email the live IDFS log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the I DFS process in live portal Assumptions • Client utilizes Cornerstone standard I DFS design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing user data does so by user's unique identifier value (UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDFS design document. All required data fields must be populated for all records • Client is responsible for properly validating IDF and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work scope or the feed wil I require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Outbound Data Feed — Salary (ODFS) Brief Summary A scheduled Outbound Data Feed (ODF) to Client FTP folder of the following data sets: • Salary Adjustment Data Tasks • Cornerstone: Provide Client with the Cornerstone standard ODF design document template • Cornerstone: Lead Client in ODF workshops to review data process and support the functional decisions of Client • Cornerstone: Create ODF design document for Client • Client: Sign off on ODF design document • Cornerstone: Schedules ODF to run in pilot portal and load to FTP folder per the agreed upon schedule to allow testing by Client • Client: Review and identify any errors detected in the ODF process • Cornerstone: Produce corrected files as necessary in pilot portal (up to three (3) iterations per data type) • Client: Review and approve ODF in pilot portal • Cornerstone: Schedule and automate ODF in live portal to load to FTP folder based on Client's requested schedule Assumptions • Utilizes Cornerstone standard ODF design document template for all data types • Cornerstone creates the data file(s) • Client reviews the data file(s) • Cornerstone and Client will validate /iterate the data file(s) up to three (3) times • Three (3) iterations of exports are for the purpose of correcting errors (all three (3) may not be required) • Client will confirm with target payroll system that automated processing of FTP file can be completed for end -to -end automation DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 Exhibit E INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. Contractor shall not be responsible for any delays in commencing the work resulting from the time it takes to receive notification from the City of Denton that the contract has been accepted, approved, and signed 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- or better. • Any deductibles or self - insured retentions shall be declared in the proposal. • General Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. 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. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • 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. [ ] 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. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 [ ] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] 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. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT 3 covering rigging contractors; or through ISO form Ill 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] 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. � 1 111 1 City of Denton, TX r Werosa@cso�d.col F 310-752-01 fN DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %—j 1 "11 IL's Lqjj1j1U O N D E M A N D Empowering people Pricing Sheet — Exhibit 1 Completed Soliciation Checklist Functional Requirements Cornerstone Attachments EXHIBIT 3 5 6 7 8 I 111460� DENTON © 1999 — 2015 Cornerstone OnDemand XXEX4X DocuSign Envelope ID: AF89497D-8FI 1-475D-9661-13C79108207C 01"111LUIL's Lqjjljlu EXHIBIT 3 0 N D E M A N D Empowering People I s, DENTON WWWRIS14 Please refer to CSOD Pricing Sheet - Exhibit 1 — Pricing Sheet Tab. @ 1999 — 2015 Cornerstone OnDernand XNK5X m � 2 k k W E 0 4- � 0 CL 0 � 0 V � c � E @ D c O @ c 0 � @ c 0 V P� N co Ln � § % 2 § \ 2 § % m 2 § \ m § 0 ] « ) 0 / 0 § P., 7i S q 0 0 2£ 8 § r e d¥ d d d 7 G$\ q£ 8 M 0$ R w m� V cn m \ m @ \ \ m \ 'N & \ w ± m a \ & W % m \ \ R \ \ \ \ \ © / � 14 \ � \ \ \ \ \ \ \ / o o < 0 0 E E 2 R/ _\\ W m © \ \ ®/ / ® � \ * *** k / j / � m \ ~ f c > m $ $ d 2 - r / v | I R R � 3 \ 3 2 / \\ 3 ) ( V) . E E 0 / ' / ) ƒ / 4 ] j_ k / / / § © E 2 ] \ a U a o a _ m / Q § E � \ r \ o f f / ƒ \) ƒ 2 2$ 0$ 2/$ ® ® , m # § § } ® \ E - \ 0 W 0 o 7 E j E 3 c 0 c 0 to o / c o m / \ a \ 1,- \ k {) \ f w ® E & E & § § \ = § S / 0 = § > G ) & ) Q & o o & E _ r4 r « z m * m � § % 2 § \ 2 § % m 2 § \ m § 0 ] « ) 0 / 0 § P., DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 0 N D E M A N D Empowering people SOLICITATION CHECKLIST I 111460� DENTON Check when Completed Task to be Completed by Respondent X Exhibit 1 — Pricing sheet & Supplemental Questionnaire X Review Exhibit 2 — General Provisions and Terms and Conditions X Review Exhibit 3 — Scope of Work/Technical Specifications N/A Review Exhibit 4 — Technical Drawings and Plans (if applicable) N/A Submission of Exhibit 5 — FTP Site Form (if applicable) N/A Review Exhibit 6 — Federal Grant Requirements if applicable) X Cover sheet X Solicitation number X Solicitation name X Firm name X Firm address X Contact name X Contact phone X Contact fax X Website address X Contact email address X Solicitation Checklist X Attachment A- Business Overview Questionnaire X Document how firm meets minimum qualifications (Section 3) X Detail to support evaluation criteria X Attachment B — Exception Form N/A Attachment C — Safety Record Questionnaire (if applicable) X Attachment D — Reference Form X Attachment E — Conflict of Interest Questionnaire Form —with signature X Attachment F - Acknowledgment X Acknowledgment of Addenda X Submission signed by authorized officer, in the order specified below Submitting Electronically — N/A Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ilj lbj,ds lii cii l ii . ii n with the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. © 1999 — 2015 Cornerstone OnDemand NXeX 000uSign Envelope ID: AF8e4e7D-8F114750-9661'13o7e108207o %_j 01"111LUIL's Lqjjljlu EXHIBIT DENTON Supplement I should be included by the prospective proposer and contains the system functionality for the proposed system and interfaces/connectivity to existing City SQL servers. (preferred) or a locally installed "Client — Server" type of solution, but is open to other configurations by prospective Prop2sers. The proposer should attach the necessary documentation in Supplement | Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement |Tab. Supplement 11 should be included by the prospective proposer and contains the non-functional questions concerning the technology, hosting, security, support and implementation solution that is proposed. Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement UTab. Supplement U| should be included by the prospective proposer and contains a vendor overview that includes an executive summary, company statistics and questions concerning the proposed solution and user experiences. Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement III Tab. @1888-2O15 Cornerstone OnDomand x4N DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON 0161m: • Attachment A — Business Overview Questionnaire and Forms Attachment B — Exception Form Attachment D — References Attachment E — Conflict of Interest Questionnaire Form Attachment F — Signed Acknowledgement Form Appendices Appendix 1 — City of Denton Pricing Appendix 2 — Implementation Overview Appendix 3 — Standard SLA Appendix 4 — Product Literature (Performance, Compensation, Succession) © 1999 — 2015 Cornerstone OnDemand ax DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s Lqjjljlu EXHIBIT 3 0 N D E M A N D Empowering people BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor legal name and address (for contracting purposes): Cornerstone OnDemand, Inc. 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 2. Subsidiary of- N/A 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 13- 4068197 5. Date Established: 5/24/1999 6. Historically Underutilized Business: Yes or No I1114610� DENTON 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? No, neither 8. Please provide a detailed listing of all products and/or services that your company provides. Cornerstone OnDemand is a leader in cloud -based applications for talent management. The company's solutions help organizations recruit, train, manage, and engage their employees, empowering their people and increasing workforce productivity. Based in Santa Monica, California, the company's solutions are used by over 2,230 clients worldwide, spanning 19.1 million users across 191 countries and 42 languages. Cornerstone empowers some of the world's leading organizations including Starwood Hotels & Resorts, The Neiman Marcus Group, Save the Children, Turner Broadcasting System, Virgin Media, and Staples. Our clients use our solution to source and recruit top talent, develop employees throughout their careers, engage all employees effectively, improve business execution, cultivate future leaders, and integrate with their external networks of customers, vendors, and distributors. © 1999 — 2015 Cornerstone OnDemand KNA DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %_j 1"111 IL's Lqjj1j1U O N D E M A N D Empowering people EXHIBIT 3 I 111460� DENTON © 1999 — 2015 Cornerstone OnDemand X&Nx Cornerstone Recruiting is designed around the way recruiting is done today and provides a holistic approach to recruiting. Your talent acquisition teams develop faster Recruiting time -to -hire, easier execution of recruiting initiatives, and a more collaborative hiring process. Attract, source, review, and hire top talent with less cost, all through one solution. Cornerstone Onboarding delivers a unique approach that goes beyond day one and delivers the right resources, connections, and tools —at critical points across the employee lifecycle. Employees become engaged with your culture and achieve faster Onboarding productivity through connections with colleagues, learning resources, and targets. Onboarding documentation is managed through a centralized portal that's accessible to all employees. Connect No matter where employees are, they can easily access knowledge, information, and experts. Cornerstone Connect creates a community within an office or in any location. © 1999 — 2015 Cornerstone OnDemand X&Nx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 O N D E M A N D Empowering people I111146 a � DENTON Additional Solutions: Extended With a central resource for projects, knowledge sharing, and social collaboration, Enterprise employees work better together. Cornerstone Learning optimizes your workforce by delivering targeted, customizable Learning training. Training can actively address competency & skill gaps, drive blended learning, and ensure compliance management. Learning provides your employees with Mobile professional education and compliance that increases productivity and drives performance. With Cornerstone Performance, you align individual goals with larger objectives and Performance organizational strategies, manage skills and competencies, and develop employees. Use the power of documented performance for social performance and benchmark against KPI dashboards. Cornerstone Compensation is designed to streamline compensation planning, Compensation incentive management, budgeting, and reporting for a variety of employee compensation types. Compensation promotes accountability, productivity, and retention while focusing on strategic objectives. Cornerstone Succession Identifies and addresses workforce planning challenges and Succession opportunities before they occur. Map out succession scenarios for any position within your organization. Ensure you have backup employees at the ready, address skill gaps, improve transition planning, and hire for critical roles. Additional Solutions: Extended A learning system designed for external partners and customers. Deliver certification, Enterprise collaboration, and assets to drive revenue, productivity and loyalty. Whether you want to build a new profit center from your existing training programs or drive partner effectiveness, Cornerstone Extended Enterprise provides the right content and support. Access Cornerstone solutions from mobile devices anytime, anywhere connected to Mobile the internet through a web browser. Our natively built application provides fast access to features within your mobile device. Mobile enables your workforce to become better connected, increase learning opportunities, and develop better productivity. Analytics Managers and leadership have easy access to dashboards and reports which provide crucial understanding of the workforce. All solutions incorporate unified data so that you have an always updated and accurate data source. © 1999 — 2015 Cornerstone OnDemand X-&XK DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4JJlJlU EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON We offer comprehensive services to our clients to assist in the successful implementation of our solution and to optimize our clients' use of our solution during the terms of their engagements. Our consulting services include: Implementation Services. Cornerstone partners with every organization we serve to develop and execute an implementation plan specifically tailored to fit specific business needs while maintaining the integrity of our proven implementation model. Integration Services. We provide a range of services and self - service tools to load data into a client's portal and to integrate our solution with our client's existing systems. Integration services include data feeds to and from HR information systems and enterprise resource planning systems, single sign -on, historical data loads, and integration of proprietary content. Content Services. We offer e- learning content consulting services, including training needs analysis, content selection, and curriculum design. In addition, we help clients manage their e- learning vendors, and we maintain an aggregated library of third -party online training classes in support of our clients. Business Consulting Services. We provide business consulting services for existing and prospective clients, such as business process mapping, guidance on industry best practices, change management, and project management services. Educational Services. We provide product training to our clients during implementations and on an on -going basis. We offer multiple forms of training, including custom classroom training, virtual instructor -led training, and asynchronous online training. Our training covers all aspects of administering and managing our solution. In addition, our Educational Services team offers live coaching and custom content development support for clients. 9. 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. No. 10. 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. 11. 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. Cornerstone OnDemand maintains an industry leading 95% client retention rate. Most common reasons for client loss /termination include acquisitions, consolidations, and bankruptcy / loss of budget. © 1999 — 2015 Cornerstone OnDemand 06NNA DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 0 N D E M A N D Empowering people I111146 a � DENTON 12. 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? httn:// www. osha .uov /Dls /oshaweb /owasrch.search form ?b doc tvbe= STANDARDS &b toc lev el=l &p keyyalue =1926 Yes. Cornerstone OnDemand is compliance with the standards listed above. 13. 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: a. Responding firms principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 b. Company's majority owner principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 c. Ultimate Parent Company's principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 14. Provide details to support the evaluation criteria, including experience and delivery. Client Success Managers Clients will receive a dedicated Client Success Manager (CSM). The Client Success Manager plays a pivotal role in our overall partnership. The Client Success Team is largely comprised of former clients and HR practitioners who have driven an RFP process, implemented Cornerstone OnDemand or a competitor, and have supported the system throughout its lifecycle. Client Success Managers (CSMs) are: © 1999 — 2015 Cornerstone OnDemand XxKlx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s 11, it EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON • The continuous part of the relationship. Clients have a CSM for life. The CSM stays with the account as the client transitions out of implementation and through the multiple phases of the client lifecycle. Drive adoption and optimization phases to maximize the value of the solution. The CSM is the primary relationship manager and point of contact. They will host regular status calls with you and focus on your product utilization, engagement with Cornerstone, and overall product satisfaction. They will also work with you to continuously optimize the ways in which you use the solution. The CSM will make best practice recommendations based on trends in the industry and based on use by the client base. • Focused on the success of the solution after Go -Live. Client Success Managers will support your transition from implementation to Go -Live and ensure you have access to the tools necessary to be successful. We realize that the initial launch is critical and CSMs provide intensive support during this time. The CSM will also focus and partner with you on activities and processes that support long -term success with the solution. • Ensure continued alignment and deeper integration of CSOD into your business. The CSM will regularly work with you to identify new and different ways to use the solution within your business. • HR, Talent, L &D, business practitioners. Speaking the same language is important. CSMs have supported social learning programs, performance management initiatives, talent planning, and compensation practices in previous roles. • CSOD system experts. Best of all you have regular access to system experts that are able to understand your HR/Learning /Talent practices and make recommendations based on business use cases. Since our success is incumbent on yours, our goal is to be a valued and trusted partner, not simply your talent management vendor. One of our strongest differentiators is the Client Success Manager. Experienced Team The specific personnel assigned to the project and account will vary based on a number of factors, including but not limited to, when the contract is executed. However, all personnel have years of experience in their role, at either Cornerstone OnDemand, or elsewhere in the industry. Additionally, all personnel have successfully completed months of Cornerstone - specific training and mentoring. Our senior vice president of Client Success, whose bio follows below, oversees the consulting and delivery services teams. © 1999 — 2015 Cornerstone OnDemand xaxeX1x DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON Kirsten Maas Helvey Senior Vice President of Client Success Kirsten Maas Helvey possesses an extensive background in the implementation of hosted and in -house enterprise software applications. Helvey oversees all aspects of the client experience with Cornerstone OnDemand. She provides project management and process improvement expertise, and effectively implements and integrates Cornerstone OnDemand's Talent Management Suite using methodologies developed from client best practices. Helvey leverages her expertise to develop and grow Cornerstone's global Consulting Services organization. Prior to Cornerstone OnDemand, Ms. Helvey contributed to the Supply Chain Operations Strategy Group at IBM Business Consulting and PricewaterhouseCoopers. She has extensive experience providing operational expertise to Fortune 500 companies for large- scale, complex, re- engineering and cost reduction initiatives using enabling technologies. Helvey holds a BA in English Literature from Skidmore College in Saratoga Springs, NY. She is a member of Women in Technology International (WITI) and the American Business Women's Association (ABWA). Key members of the implementation team and on -going support services include: Professional Services Implementation Consultant - Strategic Accounts Responsibilities • Overall project framing and project management office responsibilities • Project plan development, tracking, and management Defining customer business requirements and preparing gap analysis • Designing configuration documents and leading parts of the design effort for implementation projects Supporting sales in the client acquisition process from a services perspective • Authoring scope of work (SOW) documents • Working directly with customer personnel and the Cornerstone professional services team to define and specify application requirements • Performing functional and technical analysis • Completing related implementation deliverables © 1999 — 2015 Cornerstone OnDemand KaXeXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 O N D E M A N D Empowering people I111146 a � DENTON • Conducting strategic implementation workshops (i.e. talent management best - practices, change management framework, and governance models). Providing issue and budget management support • Conducting quality assurance Required Qualifications • B.A/B.S in Business Management, Engineering, or equivalent experience; or project management certification ■ Minimum three years of business process or professional services consulting experience ■ Minimum three years of talent management, learning, or performance solution implementations ■ Proven results in a consulting environment as a functional lead ■ Experience leading the change management of transformation initiatives a strong plus ■ Ability to deal with and resolve complex customer business issues ■ Superior communication skills and attention to detail Training Consultant Responsibilities ■ Creating an atmosphere conducive to learning ■ Instructing and facilitating in- person and web cast training sessions on our web based talent management system to a wide range of employee levels ■ Interfacing with our clients in consultative manner ■ Explaining concepts in an easily understandable manner ■ Creating and maintaining robust client relationships; prepare participant material, reference materials, job aids, and hand -outs ■ Evaluating and monitoring effectiveness of training activities and make appropriate improvements; keep up to date on training and development research; learning theory, new training methods and techniques © 1999 — 2015 Cornerstone OnDemand XANK DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D Empowering people Required Qualifications ■ B.A/B.S or equivalent experience ■ Two to five years of experience in software system - related course delivery I1114610� DENTON ■ Demonstrates strong course delivery skills and excellent verbal, written and presentation /communication skills ■ Thorough working knowledge of adult learning concepts ■ Experience facilitating using virtual classroom tools and techniques ■ Experience delivering to an international audience ■ Strong computer skills with Word, Excel, and PowerPoint ■ Excellent problem solving /critical thinking skills previous experience with learning and performance management system a plus; some instructional design experience or training Client Success Manager (CSM) Responsibilities ■ Driving partnerships with client groups at strategic levels to identify and manage business and talent management issues globally ■ Providing leadership, consultation, and advice to the client's senior executives and supporting the management team in the areas of talent management, workforce planning, performance management, leadership development, and organizational effectiveness ■ Collaborating with the client's human resource functions including recruiting, on boarding, training and development, learning, performance, compensation, succession planning, operations and systems to deliver high quality services to the organization. ■ Conducting regular meetings with the client and make recommendations to provide continued success with talent management processes, workflows, and system configuration ■ Educating clients on self - service tools, release process, and other client programs to ensure a successful partnership ■ Advising clients of process /system risks based on organizational constraints and develop solutions to mitigate risks © 1999 — 2015 Cornerstone OnDemand NYVXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L01111C EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON ■ Developing effective business partnerships to drive our client growth ■ Maintaining expert level knowledge of each of the Cornerstone OnDemand cloud offerings and configuration options Skills and Experience ■ B.A. /B.S. or equivalent professional experience in Human Resources, Organizational Development or Finance ■ MBA highly desirable ■ SPHR, CCP, CPLP designation highly desirable ■ Minimum of three years of experience using Cornerstone OnDemand application or comparable product; high level of skill with the application ■ Highly detail- oriented and able to manage multiple projects simultaneously ■ Organized and methodical with excellent follow -up to ensure client expectations and deadlines are met ■ Excellent communication skills and analytical skills Account Manager (AM) Responsibilities ■ Creating and executing territory and account plans for customers in order to achieve stated customer and Cornerstone business objectives ■ Attaining or exceeding sales quota by identifying customers' business challenges and aligning Cornerstone products and services to create world -class solutions that delivers significant value ■ Managing and expanding relationships "high and wide" in customer organizations to expand the relationship footprint ■ Collaborating with other functions to ensure excellent delivery of service, quality deliverables and the highest level of customer satisfaction possible Qualifications and Requirements • Five or more years of customer - facing experience and account management experience for an enterprise software company, preferably SaaS © 1999 — 2015 Cornerstone OnDemand NXXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D Empowering people ■ Solution sales or consulting experience preferred ■ Willingness to travel ■ Bachelor's degree in Business, Management, or Marketing Product Specialist Responsibilities ■ Providing day to day functional and technical software application support to our clients ■ Troubleshooting software application issues ■ Logging client reported defects in our case tracking system I1114610� DENTON ■ Gaining a deep understanding of the Cornerstone application including the hundreds of complex features configuration options ■ Providing constant and ongoing communication with clients regarding support incidents ■ Creating accurate, reliable, and complete case activity updates suitable for maintaining an accurate knowledgebase ■ Ensuring proper, timely follow -up on assigned cases to ensure service level agreements are met and client satisfaction is high Required Skills and Experience ■ Bachelor's degree in Mathematics, Computer Science, Finance or related degree ■ —One to three years of experience with technical support or software application support ■ Skilled with Microsoft Office programs (Word, Excel, Outlook, etc.) ■ Analytical — must possess the ability to understand clients' business processes and workflows and translate them into system functionality to help clients meet their needs with existing system features ■ Ability to grasp complex system workflows, to understand cause and effect for actions taken in a business process or software system. This skill is critical to troubleshooting issues to distinguish between user error and actual system defects © 1999 — 2015 Cornerstone OnDemand DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON ■ Experience with one or more of the following recommended but not required: programming languages, relational databases, HTML /content development ■ Excellent verbal (telephone) and written communication skills in English; Proficiency in an additional business language (e.g. Mandarin, Japanese and Spanish) preferred but not required ■ Professional etiquette Delivery Record and Customer Satisfaction Cornerstone OnDemand maintains an industry leading 95% client retention rate. Most common reasons for client loss include acquisitions, consolidations, and bankruptcy / loss of budget. Cornerstone is fully committed to the success of our clients. For more information on our implementation process, please refer to the attachment entitled "Appendix 2 - Implementation Overview." 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. �- Three (3) years experience providing similar products or services. Cornerstone has amassed a great deal of experience implementing Enterprise Performance Management and Compensation modules across the public sector. We have delivered various modules of our software successfully at numerous clients, including those shown below: © 1999 — 2015 Cornerstone OnDemand Ni*)?N DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 0 N D E M A N D Empowering people i eG mW %e ' !oo/ "'��OGIIw „WWg ft44 a� "i#4 //, 6 Nun It"Woom DENTON �w �� dio�A1P� ��r �mdrH & A E C E �.. AJOPIIJJJ1D9V11tpy ,� _, 1 141, ND laryN� /�{p'1�'�b0➢li��e'J,`�fi11MNW WWWO r Please visit the resources section of our corporate website at: :tt r „r „r.( oiiir�eitstoir�eoir�deir-n ir�d coirnfiresouitces. You will find among other resources dozens of client case studies and testimonials including those from Hyatt, Neiman Marcus, Turner Broadcasting, Kelly Services, Virgin Media, metroPCS, BNP Paribas, and Hallmark, among others. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. As a matter of corporate policy and out of consideration of our valued clients, Cornerstone typically does not provide reference contact information in RFP responses. Because of the volume of requests we receive, our clients have asked that we institute a policy that reflects the value of their time and that we limit these calls to "by appointment only." Cornerstone will gladly facilitate discussions with client references further in the vendor selection process. © 1999 — 2015 Cornerstone OnDemand N*xx °f RR() „WWg ft44 a� "i#4 //, 6 Nun It"Woom DENTON �w �� dio�A1P� ��r �mdrH & A E C E �.. AJOPIIJJJ1D9V11tpy ,� _, 1 141, ND laryN� /�{p'1�'�b0➢li��e'J,`�fi11MNW WWWO r Please visit the resources section of our corporate website at: :tt r „r „r.( oiiir�eitstoir�eoir�deir-n ir�d coirnfiresouitces. You will find among other resources dozens of client case studies and testimonials including those from Hyatt, Neiman Marcus, Turner Broadcasting, Kelly Services, Virgin Media, metroPCS, BNP Paribas, and Hallmark, among others. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. As a matter of corporate policy and out of consideration of our valued clients, Cornerstone typically does not provide reference contact information in RFP responses. Because of the volume of requests we receive, our clients have asked that we institute a policy that reflects the value of their time and that we limit these calls to "by appointment only." Cornerstone will gladly facilitate discussions with client references further in the vendor selection process. © 1999 — 2015 Cornerstone OnDemand N*xx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s Lqjjljlu EXHIBIT 3 0 N D E M A N D Empowering people I111146 a � DENTON Due to the significance of references to the City of Denton, however, we have received approval to use the three references listed below. Emily Sutkus Ken Robertson Jeanette Saunders - Willis HR Administrator Director of HR Chief of Admin & Performance Management 510- 891 -4787 804 - 344 -3101 216- 265 -6110 ullku ..� lir ire ul cnirq. kirc beirtsoin( yg[g!uir . cnirq. i U11)dei s .. llcv „Il ire uir �cnirl oirn 1600 Franklin Street 1200 E. Main Street 5300 Riverside Drive Oakland, CA 94612 Richmond, VA 23218 Cleveland, OH 44135 ' • j The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. Cornerstone has contacted the Secretary of State, per the City's instructions, to obtain licensure required by the State of Texas. Our registration is currently in process and will be made available upon down selection. Cornerstone's Federal Tax ID is 13- 4068197. Cornerstone has numerous private sector and public sector (State of TX, local governments, K12, and Higher Education) clients in Texas. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. _Cornerstone OnDemand June 10, 2015 Signature Company Date © 1999 — 2015 Cornerstone OnDemand x4elloX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s Lqjjljlu EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. �n. Signature _Cornerstone OnDemand Company June 10 2015 Date © 1999 — 2015 Cornerstone OnDemand PCQ(PXK DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT /COMPANY NAME: Alameda- Contra Costa Transit District LOCATION: Oakland, CA CONTACT PERSON AND TITLE: Emily Sutkus — HR Administrator TELEPHONE NUMBER: 510- 891 -4787 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others REFERENCE TWO GOVERNMENT /COMPANY NAME: Virginia Retirement System LOCATION: Richmond, VA CONTACT PERSON AND TITLE: Ken Robertson — Director of HR TELEPHONE NUMBER: 804 - 344 -3101 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others REFERENCE THREE GOVERNMENT /COMPANY NAME: Cleveland Hopkins International Airport LOCATION: Cleveland, OH CONTACT PERSON AND TITLE: Jeanette Saunders - Willis — Chief of Admin & Performance TELEPHONE NUMBER: 216- 265 -6110 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others © 1999 — 2015 Cornerstone OnDemand -XaXeNK DocuSign Envelope ID: AF89497D- 81`11 -475D- 9661- 13C79108207C EXHIBIT 3 City of Denton RFP for Supply of Performance Appraisal and Compensation Management Software CONFLICT OF INTEREST QUESTIONNAIRE 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. 1 Name of person who has a business relationship with local governmental entity. 2 1 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you 'file an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the date the originally filed questionnaire becomes incomplete or inaccurate. 3 1 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 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 E-1 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 F-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes E-1 No D. Describe each affiliation or business relationship. 4 I have no Conflict of Interest to disclose. 5 '�•,_ VAV-t, CA^ Dave Carter June 5, 2015 Signature of person doing business with the governmental entity Date RFP 5827 - Main Document lx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C i °Il i`s L4jj1j1U EXHIBIT 3 O N D E M A N D E=mpowering People I s, DENTON ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items /services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et sea. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and /or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http:// www.cityofdenton.com/index.aspx ?page =397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation Addendum No 1 Dated Addendum No 2 Dated Addendum No 3 Dated NAME AND ADDRESS OF COMPANY: Cornerstone OnDemand 1601 Cloverfield Blvd Suite 600 South Santa Monica, CA 90404 Tel. No. (720) 400 -3620 Email. csod.coni Received Received Received AUTHORIZED REPRESENTATIVE: Signature r Date June 10, 2015 Name Cornerstone OnDemand Title Regional Sales Manager Fax No. 310- 752 -0199 © 1999 — 2015 Cornerstone OnDemand x4d"M Certificate Of Completion Envelope Number: AF89497D8F11475D966113C79108207C Subject: Please DocuSign: Contract Documents 5827 Source Envelope: Document Pages: 50 Signatures: 5 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 10/9/2015 9:45:55 AM CT Signer Events Karen E. Smith karen.smith @cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Adam Weiss aweiss @csod.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 3:11:13 PM CT ID: 5a075774- ef10- 44f0- 936c- 3913c387ec79 Adam Miller amiller @csod.com CEO Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/12/2015 2:34:38 PM CT ID: 6b2d36b1- 4af5- 4c34- a6e5- dOcc1c5fb186 John Knight john.knight @cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: EXHIBIT 3 Holder: Karen E. Smith karen.smith @cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 EDocuSigned by: �" O�uSS 7COAF6B56FBB458... Using IP Address: 208.185.232.10 Ell ... Signed by: &r 4E07A280FE5B4C2.. Using IP Address: 12.130.117.192 Ell ... Signed by: C821996C2A2B439... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Karen E. Smith karen.smith @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/9/2015 9:51:54 AM CT Viewed: 10/9/2015 9:52:03 AM CT Signed: 10/9/2015 9:52:26 AM CT Sent: 10/9/2015 9:52:28 AM CT Viewed: 10/9/2015 3:11:13 PM CT Signed: 10/9/2015 3:19:56 PM CT Sent: 10/12/2015 12:24:53 AM CT Viewed: 10/12/2015 2:34:38 PM CT Signed: 10/12/2015 2:38:01 PM CT Sent: 10/12/2015 2:38:05 PM CT Viewed: 10/12/2015 2:51:45 PM CT Signed: 10/12/2015 2:53:12 PM CT ' StCUfttb EXHIBIT 3 Signer Events Signature Timestamp Julia Klinck Sent: 10/12/2015 2:53:15 PM CT julia.klinck @cityofdenton.com Viewed: 10/13/2015 8:48:22 AM CT Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: George Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer .walters @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Robert DeRosa� Sent: 10/12/2015 12:24:56 AM CT bderosa @csod.com Viewed: 10/12/2015 8:08:21 AM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/12/2015 12:23:22 AM CT ID: 92848970- 67fb- 4cec -a792 -331 ff3f9f7f2 Charleta Gilbreath Sent: 10/12/2015 2:38:03 PM CT charleta .gilbreath @cityofdenton.com Viewed: 10/13/2015 8:45:09 AM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck� Sent: 10/12/2015 2:38:04 PM CT julia.klinck @cityofdenton.com Viewed: 10/12/2015 2:45:06 PM CT Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM CT ID: 04463961- 03db -4c4d- 9228- d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson jane .richardson @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: John Whitmore john.whitmore @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed /Encrypted 10/12/2015 2:53:15 PM CT Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Adam Weiss, Adam Miller, Robert DeRosa, Robin FTXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e -mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -996, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Solid Waste & Recycling ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a lease agreement between the City of Denton (Keep Denton Beautiful) and Rail Yard Partners, LTD, and providing an effective date. The Public Utilities Board recommends approval 7 -0. BACKGROUND In FY 2000 -01, the City of Denton contracted with nonprofit Keep Denton Beautiful, Inc. (KDB) to facilitate and support KDB's mission to engage the community in creating a clean and beautiful Denton. This agreement between the City and KDB includes both in -kind and direct expenditure of funds through a City operating budget, such as funding for staff and personal services, technology, and other basic operating costs. Because of this unique and mutually beneficial public - private partnership, KDB's separate nonprofit program budget is funded through grants, sponsorships, and private donations - is allocated solely to community programs and direct services for the residents of Denton. KDB's City Division staff consists of three full -time positions, and two recently added half -time intern positions for FY 2015 -16, created to assist with implementation of several new Council requested KDB tree planting programs through the City's Tree Mitigation Fund. These City staff members are essentially on loan from the City to administer KDB's nonprofit programs and activities. On the nonprofit side, KDB's programs, nonprofit budget, and strategic plan are governed by an all - volunteer board of directors, and the organization utilizes an additional 6,500+ volunteers each year to coordinate and run thirteen community programs in the areas of litter prevention, community beautification, and tree planting /urban forestry. For many years, KDB's staff have operated out of a Parks & Recreation Department (PARD) building located at 1117 Riney Road, Denton. In FY 2011 -12, staff members were strategically relocated from the PARD into the Solid Waste & Recycling Department (SW &R) to better support the organization in accomplishing its mission and programs. After this move, KDB staff were permitted to continue using the PARD building for office space. Over the next few years, PARD plans to repurpose the current KDB office space for other uses; therefore, KDB staff are in need of a space that can house both the organization's current operations, and its newly added staff and programs. The Rail Yard Partners, LTD property for lease is approximately 2,725 square feet, requiring a City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -996, Version: 1 five year lease, and an option to extend for an additional five years. KDB is proposing to lease the Rail Yard, LTD property for 5 years and, prior to the end of the lease, either have purchased or built a permanent facility. The option to extend for an additional 5 -year term is to allow for flexibility, given the City's current growth and evolving space needs. This lease agreement, between KDB and Rail Yard Partners, LTD is separate from, and unrelated to, the recently approved lease between the City's Economic Development Department and Rail Yard Partners, LTD. OPTIONS The City of Denton may lease the property from Rail Yard Partners, LTD, or they may elect to not lease the property, and KDB staff will continue to look for property for lease in order to relocate their operations. RECOMMENDATION The staff recommends the City of Denton execute the lease agreement with Rail Yard Partners, LTD. ESTIMATED SCHEDULE OF PROJECT If the lease is recommended by the City Council, KDB would begin moving into the building offices in January 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 12, 2015 - The Public Utilities Board recommends approval, 7 -0. FISCAL INFORMATION The annual lease payment is budgeted within the FY 2015 -16 KDB operating budget, and is carried forward for the five year term, 2016 -20. EXHIBITS 1. Keep Denton Beautiful Commercial Lease Agreement 2. Lease Renewal Options (Addendum to Agreement) 3. Ordinance Respectfully submitted: V. Kemler General Manager Solid Waste & Recycling Services Prepared by: Lauren Barker Program Manager, Keep Denton Beautiful City of Denton Page 2 of 2 Printed on 10/15/2015 Exhibit 1 Axis Realty Group NTCAR t rIll TOMIS Oru"uMOCIl N Won W 11 lure NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® COMMERCIAL LEASE AGREEMENT between Rail Yard Partners ,.LTD (Landlord) and C I ij;y of Denton Weeg Denton Beautiful (Tenant) TABLE OF CONTENTS Article 1. Defined Terms 2. Lease and Term 3. Rent and Security Deposit 4. Taxes 5. Insurance and Indemnity 6. Use of Premises 7. Property Condition, Maintenance, Repairs and Alterations 8. Damage or Destruction 9. Condemnation 10. Assignment and Subletting 11. Default and Remedies 12. Landlord's Contractual Lien 13. Protection of Lenders 14. Environmental Representations and Indemnity 15. Professional Service Fees 16, Miscellaneous and Additional Provisions Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891,2948 Alex Payne Keep Denton Produced wilh zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zFoLoa'x.com Exhibit 1 COMMERCIAL LEASE AGREEMENT [Throughout this Lease, complete all blanks and check all boxes that apply. Blanks not completed and boxes not checked do not apply.] For good and valuable consideration, the parties to this Commercial Lease Agreement (the "Lease ") agree as follows: ARTICLE ONE DEFINED TERMS As used in this Lease, the terms set forth in this Article One have the following meanings: 1.01 Effective Date: The last date beneath the signatures of Landlord and Tenant on this Lease. 1.02 Landlord: Rail Yard wFartners_,, LTD Address: 525 S. Loo p 288 , wwS te. # 105 Denton TX 76205 Telephone: (940) 382 -5003, - _ Fax: !86?) 498 -1697 m..m Email: bmartino @orisonholdings oom Beautiful 1.03 Tenant: City of Denton (ez Denton m wm .. �� ............., Address: _ —. Telephone: Email: Fax: 1.04 Premises [include Suite or Unit No., if applicable]: 28330 SF wm commercial bux lding .......... Suite 130 A. Building Name: The Rail x' kor St., Ste. 130 B. Street address: e� o �.E....�............�� � X ��_ ...............�� Ds. ntone ....._...... TX �w ............................ .�..........._._._� in .,,,,,.......Denton County, Texas. C. Legal description: The property on which the Premises are situated is described as: and may be more particularly described on the attached Exhibit "A ", Survey or Legal Description (the "Property "). The term "Property" includes the land described on Exhibit "A ", and any improvements on the land (including the Premises). D. Floor Plan or Site Plan: Being a floor area of approximately 6 ...............2725 square feet, or a land area of approximately _ square feet or approximately acres, and being more particularly shown in outline form on the attached Exhibit "B ", Floor Plan or Site Plan. COMMERCIAL LEASE AGREEMENT - Page 2 OO NTCAR 2014 - Form No. 2 (3/2014) Produced with zipForm@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioL cix.com Keep Benton Exhibit 1 E. Tenant's Pro Rata Share: 9619 w. %. 1.05 Term: 5 ..... years and 0 months beginning on _.....------ Januar 1 2016 (the "Commencement Date ") and ending on December 31 , 2020 (the "Expiration Date "). Unless the context requires otherwise, references in this Lease to the "Term" include any renewal or extension of this Lease. [See Addendum "A ", Renewal Options, if applicable]. 1.06 Base Rent: Base Rent is due and payable in monthly installments during the Term of this Lease as set forth in this Section. Base Rent and all other sums due or payable by Tenant to Landlord under this Lease are collectively referred to in this Lease as the "Rent." Base Rent Payment Schedule On or before the first day of each month during the Term of this Lease, Tenant shall pay monthly installments of Base Rent as follows: Dates Monthly Base Rent From January 1, 2016 to ,December _31,L 2018 $ 2 725 00 From January 1, 2019 to December 31, 202 $ 2,952.08- From. m.- .... ............................... _ to _ ...... m_ $ ..... From _. _........ to,—.. From.................. to _....wW _... �.. _ $..._ ... F From to $..... _.. [Rent for any Renewal Term is determined pursuant to a separate Addendum, if applicable, and should not be set forth here.] 1.07 Percentage Rental Rate: %. [See Addendum "D ", Percentage Rental and Gross Sales Reports, if applicable] 1.08 Security Deposit: $ 2,725.00 _-- (due upon execution of this Lease). [See Section 3.04] 1.09 Expense Reimbursements: A. Tenant shall pay Landlord as additional Rent (or pay the charges directly to the service provider, if applicable) the following expenses (or a portion of the expenses, if applicable) (each an "Expense Reimbursement" and collectively the "Expense Reimbursements ") that are incurred by or assessed against the Premises (as each of these terms is defined in this Lease) [check all boxes that apply]: ® Real Estate Taxes; ® Insurance Premiums; ® Common Area Maintenance (CAM) Expenses; ® Operating Expenses; ❑ Roof and Structural Maintenance Expenses; ❑ Electricity; ❑ Cable; ❑ Gas; ❑ Internet Access; COMMERCIAL LEASE AQREEMENT - Page 3 ©NTCAR 2014 - Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLcaix.com Keep Denton Exhibit 1 ❑ Water; ❑ Sewer; ❑ Telephone; ❑ Trash Removal; and ❑ All other Utilities. B. Expense Definitions. 1. Real Estate Taxes. "Real Estate Taxes" means all general real estate taxes, ad valorem taxes, general and special assessments, parking surcharges, rent taxes, and other similar governmental charges levied against or applicable to the Property for each calendar year. 2. Insurance Premiums. "Insurance Premiums" means all Landlord's insurance premiums attributable to the Property, including but not limited to insurance for fire, casualty, general liability, property damage, medical expenses, extended coverage, and loss of rents coverage for up to 12 months' Rent. 3. Common Area Maintenance Expenses. "Common Area Maintenance Expenses" or "CAM Expenses" means all costs of maintenance, inspection and repairs of the Common Areas of the Property, including, but not limited to, those costs for security, lighting, painting, cleaning, decorations and fixtures, Utilities, ice and snow removal, trash disposal, project signs, roof repairs, pest control, project promotional expenses, property owners' association dues, wages and salary costs of maintenance personnel, and other expenses benefiting all the Property that may be incurred by Landlord, in its discretion, including sales taxes and a reasonable service charge for the administration thereof. The term "Common Areas" is defined as that part of the Property intended for the collective use of all tenants including, but not limited to, the parking areas, driveways, loading areas, landscaping, gutters and downspouts, plumbing, electrical systems, HVAC systems, roof, exterior walls, sidewalks, malls, promenades (enclosed or otherwise), meeting rooms, doors, windows, corridors and public rest rooms. CAM Expenses do not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers' fees, advertising of space for lease, or interest or depreciation on capital investments. 4. Operating Expenses. "Operating Expenses" means all costs of ownership, building management, maintenance, repairs and operation of the Property, including but not limited to roof and structural maintenance, Real Estate Taxes, Insurance Premiums, CAM Expenses, reasonable management fees, wages and salary costs of building management personnel, overhead and operational costs of a management office, janitorial, Utilities, and professional services such as accounting and legal fees. Operating Expenses do not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers' fees, advertising of space for lease, or interest or depreciation on capital investments. 5. Roof and Structural Maintenance Expenses. "Roof and Structural Maintenance Expenses" means all costs of maintenance, repair and replacement of the roof, roof deck, (lashings, skylights, foundation, floor slabs, structural components and the structural soundness of the building in general. 6. Utilities. "Utilities" means charges for electricity, cable, gas, Internet access, water, sewer, telephone, trash removal, and any other services that are commonly understood to be utilities, including connection charges. 7. Other Terms. Other terms that are not expressly defined are intended to have the meanings given those terms in common usage. COMMERCIAL L S - Page 4 @NTCAR 2014 — Form No. 2 (312014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 VA zioLogi&= Keep Denton Exhibit 1 C. Expense Reimbursement Limitations. The amount of Tenant's Expense Reimbursement will be determined by one of the following methods as described and defined below [check only one]: ❑ Base Year Adjustment; ❑ Expense Stop Adjustment; ® Pro Rata Adjustment; ❑ Fixed Amounts; or ❑ Net Lease. D. Expense Reimbursement Limitation Definitions. 1. Base Year Adjustment. If "Base Year Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of increases in the applicable expenses (those checked in Section 1.09.A. above) for the Property for any calendar year during the Term or during any Extension of this Lease, over such amounts paid by Landlord for the Base Year _.... (the "Base Year "). 2. Expense Stop Adjustment. If "Expense Stop Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of increases in the applicable expenses (those checked in Section 1.09.A. above), for the Property for any calendar year during the Term or during any Extension of this Lease, over $ per square foot of floor area (as set forth in Section 1.04D) per year. 3. Pro Rata Adjustment. If "Pro Rata Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of the total amount of the applicable expenses (those checked in Section 1.09.A. above) for every calendar year during the Term and during any extension of this Lease. 4. Fixed Amounts. If "Fixed Amounts" has been checked above, Tenant shall pay to Landlord as additional Rent the following monthly amounts (regardless of whether they have been checked in Section 1.09.A. above) as Tenant's Expense Reimbursements to Landlord for the following expenses that are incurred by or assessed against the Property: Real Estate Taxes $. - ................ _ per month. Insurance Premiums $A.. per month. CAM Expenses p $ .. ....................... _ per month. Operating Expenses $........,.. per month. Roof & Structural Maintenance Expenses $— ............ _............... per month. Electricity $ per month. Cable $ _ per month. Gas $ - ....................... per month. Internet Access $.�_, - ...................� per month. Water $ „m, per month. Sewer $ per month. Telephone $, per month. Trash Removal $ per month. All Other Utilities $ ..................... per month. 5. Net Lease. If "Net Lease” has been checked above, then notwithstanding anything contained in this Lease to the contrary in Section 6.02, Article Seven or otherwise, Tenant shall be responsible for paying Tenant's Pro Rata Share of all costs of compliance with laws, ownership, maintenance, repairs, replacements, operation of the Premises, and operation of the Property, including but not limited to all costs of Real Estate Taxes, Insurance Premiums, Common Area Maintenance Expenses, Operating Expenses, Roof and Structural Maintenance Expenses, and all Utilities (regardless of whether they have been checked in Section 1.09.A. above). COMMERCIAL LEASE AGREEMENT - Page 5 Uc NTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormS by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 Www,gfQLggix.cgl71 Keep Denton Exhibit 1 E. First Payment. The sum of the Monthly Base Rent for the first month of the Term for which Base Rent is due (which may be later than the first month of the Term, if there is a free rent period), and the initial estimated monthly Expense Reimbursement payments (before adjustments) is set forth below. Upon the execution of this Lease, in addition to the Security Deposit, Tenant shall pay the first monthly payment in the sum of the amounts set forth below. Initial Monthly Base Rent $ 2,725.00 Real Estate Taxes $ _........m Insurance Premiums $ _.... -_ CAM Expenses $ Operating Expenses $ 02 Roof & Structural Maintenance Expenses $.. _.. Electricity $ ...ee. _.... Cable $ .. ...._ .. Gas $.. Internet Access $ Water $ Sewer $.. -..�.. Telephone $._... Trash Removal $.- ..�_....... All Other Utilities $—.- .._.......... -.. Total $ 3 746.88 [Complete the amount of the first Base Rent payment to be due, as well as estimated amounts of any other monthly payments that start at the beginning of the Term of this Lease. Put N/A or strike through the rest. Any estimated amounts are subject to adjustment pursuant to other provisions of this Lease. If any expense payments are not due at the beginning of the Term, they may begin later in the Term pursuant to other provisions of this Lease.] F. Expense Reimbursement Payments. Tenant agrees to pay any end -of -year lump sum Expense Reimbursement within 30 days after receiving an invoice from Landlord. Any time during the Term, Landlord may direct Tenant to pay monthly an estimated portion of the projected future Expense Reimbursement amount. Any such payment directed by Landlord will be due and payable monthly on the same day that the Base Rent is due. Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any Expense Reimbursement payments that are not actually received by Landlord on or before the due date, in the amount and manner set forth in Section 3.03 of this Lease. Any Expense Reimbursements relating to partial calendar years will be prorated accordingly. If Tenant's Pro Rata Share is not expressed in Section 1.04.E of this Lease, then Tenant's Pro Rata Share of such Expense Reimbursements will be based on the square footage of useable area contained in the Premises in proportion to the square footage of useable building area of the Property. Tenant may audit or examine those items of expense in Landlord's records that relate to Tenant's obligations under this Lease. Landlord shall promptly refund to Tenant any overpayment that is established by an audit or examination. If the audit or examination reveals an error of more than 5% over the figures billed to Tenant, Landlord shall pay the reasonable cost of the audit or examination. G. ❑ Gross -Up Provisions. [Check this only if applicable.] If the Property is a multi- tenant building and is not fully occupied during the Base Year or any portion of the Term, an adjustment will be made in computing the variable costs for the Base Year and each applicable calendar year of the Term. Variable costs will include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs that are included in the CAM Expenses, Operating Expenses and Utilities will be increased proportionately to the amounts that, in Landlord's reasonable judgment, would have been incurred had 95% of the useable area of the Property been occupied during those years. COMMERCIAL LEASE - Page 6 ®NTCAR 2014 - Form No. 2 (3 {2014) Produced with zipFarmO by zipLogix 16070 Fifteen Mile Road, Fraser, Michigan 46026 , Exhibit 1 1.10 Permitted Use: General office [See Section 6.011 1.11 Party to whom Tenant is to deliver payments under this Lease is the Landlord, unless one of the following boxes is checked, in which case Tenant shall deliver payments to: ❑ Principal Broker, or ❑ Other [Set forth name and address, if other than Landlord or Principal Broker]: 1.12 Principal Broker: _ ......_,,. Axis Reath _Group w µµµµµmm is acting as the agent for Landlord exclusively, unless one of the following boxes is checked, in which case Principal Broker is acting as: ❑ the agent for Tenant exclusively, or ❑ an intermediary. Principal Broker's Address: 1517 centre Place Dr.... Ste. 250 Denton, TX 76205. Telephone (940) 891 -2947 Fax: (940) _891-2948 Email: alex @axisrealty.biz 1.13 Cooperating Broker: ___ Scott Brown Commercial „ Is acting as the agent for Tenant exclusively, unless one of the following boxes is checked, in which case Cooperating Broker is acting as: ❑ the agent for Landlord exclusively, or ❑ an intermediary. .i Cooperating Brokers Address: 1400 a11as Drive D, „mmmm�w Denton. TX 76205 Telephone: ........ — ._ Fax: Email: _ 1.14 The Professional Service Fee (the "Fee "): A. The percentages applicable in Section 15.01 and Section 15.02 to leases will be —% of the Base Rent to Principal Broker and % of the Base Rent to Cooperating Broker. If the Fee is based on an amount per square foot, that amount is $ _ _.._ per square foot to Principal Broker and $ per square foot to Cooperating Broker. The Fee will be paid in the manner described in Subsection 15.01 A (half on execution and half on the Commencement Date), unless this box ❑ is checked, in which case the Fee will be paid in the manner described in Subsection 15.01 B (monthly). B. The percentages applicable in Section 15.03 in the event of a sale will be __. %to Principal Broker and . % to Cooperating Broker. 1.15 Disclosure of Dual Capacity as Broker and Principal. [Complete if applicable] A. _ is a licensed Texas real estate broker and is acting in a dual capacity as broker for Landlord and as a principal in this transaction, as he or she may be Landlord (or one of the owners of Landlord). B. ..... ,� .,,,,,,,,,,,,,,,,,,,,mmmmm is a licensed Texas real estate broker and is acting in a dual capacity as broker for Tenant and as a principal in this transaction, as he or she may be Tenant (or one of the owners of Tenant). 1.16 Exhibits and Addenda. Any exhibit or addendum attached to this Lease (as indicated by the boxes checked below) is incorporated as a part of this Lease. Any term not specifically defined in an Addendum will have the same meaning given to it in the body of this Lease. ® Exhibit "A" Survey and /or Legal Description of the Property ® Exhibit "B” Floor Plan and /or Site Plan ® Exhibit "C" Information About Brokerage Services " ' s Scope of Work ® Exhibit D Other Landlord COMMERCIAL . '.,. Form • 1 Produced with zlpForrn8 by zipLogix 18070 Fitteen Mile Road, Fraser. Michigan 48026 A,".z oLog1x&glm 11fft#1W=* ® Addendum "A" ® Addendum "B" ❑ Addendum "C" ❑ Addendum "D" ❑ Addendum "E" ❑ Addendum "F" ® Addendum "G" ❑ Addendum "H" ❑ Addendum "I" ❑ Addendum "J" ❑ Addendum "K" Exhibit 1 Renewal Options Construction of Improvements by Landlord Construction of Improvements by Tenant Percentage Rental and Gross Sales Reports Right of First Refusal for Additional Space Guaranty Rules and Regulations Rooftop Lease Parking Additional Provisions Addendum Other ARTICLE TWO LEASE AND TERM 2.01 Lease of Premises for Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term stated in Section 1.05. The Commencement Date is the date specified in Section 1.05, unless advanced or delayed under any provision of this Lease. 2.02 Delays in Commencement. Landlord will not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the Commencement Date specified in Section 1.05 above. Landlord's non - delivery of possession of the Premises to Tenant on the Commencement Date will not affect this Lease or the obligations of Tenant under this Lease. However, the Commencement Date will be delayed until possession of the Premises is delivered to Tenant. The Term will be extended for a period equal to the delay in delivery of possession of the Premises to Tenant, plus the number of days necessary for the Term to expire on the last day of a month. If Landlord does not deliver possession of the Premises to Tenant within 60 days after the Commencement Date specified in Section 1.05, Tenant may cancel this Lease by giving a written notice to Landlord at any time after the 60 -day period ends, but before Landlord actually delivers possession of the Premises to Tenant. If Tenant gives such notice, this Lease will be canceled effective as of the date of its execution, any prepaid amounts will be reimbursed to Tenant, and no party will have any rights or obligations under this Lease. If Tenant does not give such notice within the time specified, Tenant will have no right to cancel this Lease, and the Term will commence upon the delivery of possession of the Premises to Tenant. If delivery of possession of the Premises to Tenant is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the revised Commencement Date and Expiration Date of the Term. 2.03 Early Occupancy. If Tenant occupies the Premises before the Commencement Date, Tenant's occupancy of the Premises will be subject to all of the provisions of this Lease. Early occupancy of the Premises will not advance the Expiration Date. Unless otherwise provided in this Lease, Tenant shall pay Base Rent and all other charges specified in this Lease for the period of occupancy. 2.04 Holding Over. Tenant shall vacate the Premises immediately upon the expiration of the Term or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises. If Tenant does not vacate the Premises upon the expiration of the Term or earlier termination of this Lease, Tenant's occupancy of the Premises will be a day -to -day tenancy, subject to all of the terms of this Lease, except that the Base Rent during the holdover period will be increased to an amount that is one - and - one -half (11/2) times the Base Rent in effect on the expiration or termination of this Lease, computed on a daily basis for each day of the holdover period, plus all additional sums due under this Lease. This Section will not be construed as Landlord's consent for Tenant to hold over or to extend this Lease. COMMERCIAL L ASE AGREEMENT - Page 6 @NTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zipLogix 18070 Filteen Mile Road, Fraser, Michigan 48026 www.zioLoaix.com Keep Denton Exhibit 1 ARTICLE THREE RENT AND SECURITY DEPOSIT 3.01 Manner of Payment. Tenant shall pay the Rent to Landlord at the address set forth in Section 1.02, unless another person is designated in Section 1.11, or to any other party or address Landlord may designate in any written notice delivered to Tenant. Landlord may designate, in a written notice delivered to Tenant, the party authorized to receive Rent and act on behalf of Landlord to enforce this Lease. Any such authorization will remain in effect until it is revoked by Landlord in a subsequent written notice delivered to Tenant. Any payments made to a third party designated by Landlord will be deemed made to Landlord when received by the designated third party. All sums payable by Tenant under this Lease, whether or not expressly denominated as Rent, will constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code and for all other purposes. 3.02 Time of Payment. Upon execution of this Lease, Tenant shall pay the installment of Base Rent for the first month of the Term for which Base Rent is due (which may be later than the first month of the Term, if there is a free rent period). On or before the first day of the next month and each month thereafter, the installment of Base Rent and other sums due under this Lease will be due and payable, in advance, without off -set, deduction or prior demand. Tenant shall cause payments to be properly mailed or otherwise delivered so as to be actually received (and not merely deposited in the mail) by Landlord (or the party identified in Section 1.11, or any other third party designated by Landlord) on or before the due date. If the Term commences or ends on a day other than the first or last day of a calendar month, the rent for any partial calendar month following the Commencement Date or preceding the end of the Term will be prorated. Tenant shall pay any such prorated portion for a partial calendar month at the beginning of the Term on the Commencement Date. Tenant shall pay any such prorated portion for a partial calendar month at the end of the Term on the first day of that calendar month. 3.03 Late Charges. Tenant's failure to promptly pay sums due under this Lease may cause Landlord to incur unanticipated costs. The exact amount of those costs is impractical or extremely difficult to ascertain. The costs may include, but are not limited to, processing and accounting charges and late charges that may be imposed on Landlord by any ground lease or deed of trust encumbering the Premises. Payments due to Landlord under this Lease are not an extension of credit. Therefore, if any payment under this Lease is not actually received on or before the due date (and not merely deposited in the mail), Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any late payments in an amount equal to 10% of the amount of the past due payment (the "Late Charge ") after the payment is more than five days past due. A Late Charge may be imposed only once on each past due payment. Any Late Charge will be in addition to Landlord's other remedies for nonpayment of Rent. If any check tendered by Tenant under this Lease is dishonored for any reason, Tenant shall pay to Landlord a dishonored check fee of $30.00, plus (at Landlord's option) a Late Charge as provided above until Good Funds (defined below) are received by Landlord. The parties agree that any Late Charge and dishonored check fee represent a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment or dishonored check. If there are any Late Charges, dishonored check fees, installments of Base Rent, and any other unpaid charges or reimbursements due to Landlord, then Landlord may apply any payments received from Tenant to any amounts due in any order Landlord may choose. Notwithstanding the foregoing, Landlord will not impose a Late Charge as to the first late payment in any calendar year, unless Tenant fails to pay the late payment to Landlord within three business days after the delivery of a written notice from Landlord to Tenant demanding the late payment be paid. However, Landlord may impose a Late Charge without advance notice to Tenant on any subsequent late payment in the same calendar year. 3.04 Security Deposit. Upon execution of this Lease, in addition to the installment of Base Rent due under Section 3.02, and in addition to any other amounts that are due from Tenant upon the execution of this Lease, Tenant shall deliver to Landlord a Security Deposit in the amount stated in Section 1.08. Landlord may apply all or part of the Security Deposit to any unpaid Rent, and damages and charges for which Tenant is legally liable under this Lease, and damages and charges that result from a breach of this Lease, including but not limited to, the cost to cure Tenant's failure to comply with Section 7.05 and any other provision that requires Tenant to leave the Premises in a certain condition upon the expiration or termination of this Lease. If Landlord uses any part of the Security Deposit, Tenant shall COMMERCIAL LEASE AGREEMENT - Page 9 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLooix.com Keep Denton Exhibit 1 restore the Security Deposit to its full amount within 10 days after Landlord's written demand. Tenant's failure to restore the full amount of the Security Deposit within the time specified will be a default under this Lease. No interest will be paid on the Security Deposit. Landlord will not be required to keep the Security Deposit separate from its other accounts, and no trust relationship is created with respect to the Security Deposit. After the expiration of this Lease, Landlord shall refund the unused portion of the Security Deposit, if any, to Tenant within 60 days after the date Tenant surrenders possession of the Premises and provides a written notice to Landlord of Tenant's forwarding address for the purpose of refunding the Security Deposit. The provisions of this Section will survive the expiration or termination of this Lease. 3.05 Good Funds Payments. If any two or more payments by check from Tenant to Landlord for Rent are dishonored and returned unpaid, thereafter Landlord may, at Landlord's option, by the delivery of a written notice to Tenant, require that all future payments of Rent for the remaining Term of this Lease must be made by cash, certified check, cashier's check, official bank check, money order, wire transfer or automatic electronic funds transfer ( "Good Funds "), and that the delivery of Tenant's personal or corporate check will no longer constitute payment of Rent under this Lease. Any acceptance by Landlord of a payment for Rent by Tenant's personal or corporate check thereafter will not be construed as a waiver of Landlord's right to insist upon payment by Good Funds as set forth in this Section. ARTICLE FOUR TAXES 4.01 Payment by Landlord. Landlord shall pay the real estate taxes on the Premises during the Term, subject to reimbursement by Tenant pursuant to any other provision in this Lease. 4.02 Improvements by Tenant. If the real estate taxes levied against the Premises for the year in which the Term commences are increased as a result of any additions or improvements made by Tenant, or by Landlord at Tenant's request, Tenant shall pay to Landlord upon demand the amount of the increase and continue to pay the increase during the Term. Landlord shall use reasonable efforts to obtain from the tax assessor a written statement of the amount of the increase due to such additions or improvements. 4.03 Joint Assessment. If the real estate taxes are assessed against the Premises jointly with other property that is not part of the Premises, the real estate taxes applicable to the Premises will be equal to the amount bearing the same proportion to the aggregate assessment that the total square feet of building area in the Premises bears to the total square feet of building area included in the joint assessment. If there are no improvements on the Property or the other property, then land area will be used instead of building area for the calculation of the proportional assessment. If there are improvements on one of the jointly assessed properties but not on the other property, then the calculation of the proportional assessment must be done in a reasonable manner. 4.04 Personal Property Taxes. Tenant shall pay all taxes assessed against trade fixtures, furnishings, equipment, inventory, products, or any other personal property belonging to Tenant. Tenant shall use reasonable efforts to have Tenant's property taxed separately from the Premises. If any of Tenant's property is taxed with the Premises, Tenant shall pay the taxes for Tenant's property to Landlord within 15 days after Tenant receives a written statement from Landlord for the property taxes. 4.05 Waiver of Right to Protest Taxes. Unless otherwise provided in this Lease: (i) Landlord retains the right to protest the tax assessment of the Property, and Tenant waives the right to protest; and (ii) Tenant waives Landlord's obligation to provide Tenant with a notice of the tax valuation of the Property. ARTICLE FIVE INSURANCE AND INDEMNITY 5.01 Property Insurance. During the Term, Landlord shall maintain insurance policies covering damage to the Premises in an amount or percentage of replacement value as Landlord deems reasonable in relation to the age, location, type of construction and physical condition of the Premises COMMERCIAL LEASE T - Page 1 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wytw,Z1QLQQiX,QQffl Keep Denton Exhibit 1 and the availability of insurance at reasonable rates. The policies will provide protection against risks and causes of loss that Landlord reasonably deems necessary. Landlord may, at Landlord's option, obtain insurance coverage for Tenant's fixtures, equipment and improvements in or on the Premises. Promptly after the receipt of a written request from Tenant, Landlord shall provide a certificate of insurance showing the insurance coverage then in effect. Tenant shall, at Tenant's expense, obtain and maintain insurance on Tenant's fixtures, equipment and improvements in or on the Premises as Tenant reasonably deems necessary to protect Tenant's interest. Any property insurance carried by Landlord or Tenant will be for the sole benefit of the party carrying the insurance and under its sole control. 5.02 Increases in Premiums. Tenant shall not conduct or permit any operation or activity, or store or use any materials, in or around the Premises that would cause suspension or cancellation of any insurance policy carried by Landlord. If Tenant's use or occupancy of the Premises causes Landlord's insurance premiums to increase, then Tenant shall pay to Landlord, as additional Rent, the amount of the increase within 10 days after Landlord delivers written evidence of the increase to Tenant. 5.03 Liability Insurance. During the Term, Tenant shall maintain a commercial general liability insurance policy, at Tenant's expense, insuring Tenant against liability arising out of the use or occupancy of the Premises, and naming Landlord as an additional insured. The initial amounts of the insurance must be at least $1,000,000 or, if the following blank is completed $ for Each Occurrence, $2,000,000 or, if the following blank is completed $ .................yeses_ General Aggregate per policy year, and $10,000 for Medical Expense. If Tenant's liability insurance coverage is less than $5,000,000, and if this box ® is checked, then Tenant must also maintain a commercial liability umbrella policy in amount to provide a combination of liability insurance coverage to equal a $5,000,000 total limit. The coverage amounts will be subject to periodic increases as Landlord may reasonably determine from time to time. The amounts of the insurance will not limit Tenant's liability or relieve Tenant of any obligation under this Lease. The policies must contain cross - liability endorsements and must insure Tenant's performance of the indemnity provisions of Section 5.04. The policies must contain a provision that prohibits cancellation or modification of the policy except upon 30 days' prior written notice to Landlord. Tenant shall deliver a copy of the policy or certificate of insurance to Landlord before the Commencement Date and before the expiration of the policy during the Term. If Tenant fails to maintain the policy, Landlord may elect to maintain the insurance at Tenant's expense. 5.04 Indemnity. Landlord will not be liable to Tenant or to Tenant's employees, agents, invitees or visitors, or to any other person, for any injury to persons or damage to property on or about the Premises or any adjacent area owned by Landlord caused by the negligence or misconduct of Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires or any other person entering the Premises under express or implied invitation of Tenant, or arising out of the use of the Premises by Tenant and the conduct of Tenant's business, or arising out of any breach or default by Tenant in the performance of Tenant's obligations under this Lease. Tenant hereby agrees to defend, indemnify and hold Landlord harmless from any loss, expense or claims arising out of such damage or injury. Tenant will not be liable for any injury or damage caused by the negligence or misconduct of Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify and hold Tenant harmless from any loss, expense or damage arising out of such damage or injury. 5.05 Waiver of Subrogation. Each party to this Lease waives any and every claim that arises or may arise in its favor against the other party during the Term of this Lease for any and all loss of, or damage to, any of its property located within or upon, or constituting a part of, the Premises, to the extent the loss or damage is covered by and recoverable under valid and collectible insurance policies. These mutual waivers are in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties. Inasmuch as these mutual waivers will preclude the assignment of any such claim by way of subrogation to an insurance company (or any other person), each party agrees to immediately give to each insurance company that has issued an insurance policy to such party written notice of the terms of such mutual waivers, and to cause the policies to be endorsed to prevent the invalidation of the insurance coverage by reason of these waivers. COMMERCIAL LEASE AGREEMENT - Page 11 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w28mgjQL2g1&= Keep Denton Exhibit 1 ARTICLE SIX USE OF PREMISES 6.01 Permitted Use. Tenant may use the Premises only for the Permitted Use stated in Section 1.10. Tenant acknowledges that: (i) the current use of the Premises or the improvements located on the Premises, or both, may not conform to city ordinances or restrictive covenants with respect to the permitted use, zoning, height limitations, setback requirements, minimum parking requirements, coverage ratio of improvements to land area, and other matters that may have a significant impact upon the Tenant's intended use of the Premises; (ii) Tenant has independently investigated and verified to Tenant's satisfaction the extent of any limitations or non - conforming uses of the Premises; and (iii) Tenant is not relying upon any representations of Landlord or the Brokers with respect to any such matters. 6.02 Compliance with Laws. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises, and will promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances and other activities in or upon, or connected with the Premises, all at Tenant's sole expense, including any expense or cost resulting from the construction or installation of fixtures and improvements or other accommodations for handicapped or disabled persons required for compliance with governmental laws and regulations, including but not limited to the Texas Architectural Barriers Act (the "TABA ") and the Americans with Disabilities Act (the "ADA "). To the extent any alterations to the Premises are required by the TABA, the ADA or other applicable laws or regulations, Tenant shall bear the expense of the alterations. To the extent any alterations to areas of the Property outside the Premises are required by the TABA, the ADA or other applicable laws or regulations (for "path of travel" requirements or otherwise), Landlord shall bear the expense of the alterations. 6.03 Certificate of Occupancy. If required, Tenant shall apply for Certificate of Occupancy from the municipality in which the Property is located before the Commencement Date, and obtain a Certificate of Occupancy before Tenant occupies the Premises. If Tenant is unable to obtain a Certificate of Occupancy after making an application and diligently pursuing it, then Tenant may terminate this Lease by delivering a written notice to Landlord, unless either Landlord or Tenant is willing and able to cure the defects that prevented the issuance of the Certificate of Occupancy. Either Landlord or Tenant may cure any such defects, at their own expense, including any repairs, replacements, or installations of any items that are not presently existing on the Premises, but neither of them have any obligation to do so (unless another provision of this Lease states otherwise). If Tenant delivers a written termination notice to Landlord under this Section, and then any defects are cured and a Certificate of Occupancy is issued within 15 days after Tenant delivered the notice, then this Lease will remain in force. If this Lease is terminated because Landlord and Tenant cannot get a Certificate of Occupancy, then Landlord will return to Tenant any prepaid rent and any Security Deposit, and the parties will have no further obligations under this Lease. References in this Lease to a "Certificate of Occupancy" mean a Certificate of Occupancy sufficient to allow the Tenant to occupy the Premises for the Permitted Use. 6.04 Signs. Without the prior written consent of Landlord, Tenant may not place any signs, ornaments or other objects on the Premises or the Property, including but not limited to the roof or exterior of the building or other improvements on the Property, or paint or otherwise decorate or deface the exterior of the building or other improvements on the Property. Any signs installed by Tenant must conform to applicable laws, deed restrictions, and other applicable requirements. Tenant must remove all signs, decorations and ornaments at the expiration or termination of this Lease, and must repair any damage and close any holes caused by installation or removal. 6.05 Utility Services. Unless otherwise provided in this Lease, Tenant shall pay the cost of all Utilities used for the Premises, and the cost of replacing light bulbs and tubes. Unless otherwise required by law, Landlord is the party entitled to designate utility and telecommunication service providers to the Property and the Premises. Landlord may, at Landlord's option, allow Tenant to select the provider. If Tenant selects the provider, any access or alterations to the Property or the Premises necessary for the Utilities may be made only with Landlord's prior consent, which Landlord will not unreasonably withhold or delay. If Landlord incurs any utility or connection charges that COMMERCIAL LEASE AGREEMENT - Page 1 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zigLoaix.com Keep Denton Exhibit 1 Tenant is responsible to pay and Landlord pays the charges, Tenant shall reimburse Landlord immediately upon receipt of a written notice from Landlord stating the amount of the charges. 6.06 Landlord's Access. Landlord and Landlord's agents will have the right to, upon reasonable advance notice, and without unreasonably interfering with Tenant's business, enter the Premises: (a) to inspect the general condition and state of repair of the Premises, (b) to make repairs required or permitted under this Lease, (c) to show the Premises or the Property to any prospective tenant or purchaser, and (d) for any other reasonable purpose. If Tenant changes the locks on the Premises, Tenant must provide Landlord with a copy of each separate key upon Landlord's request. During the last 150 days of the Term, Landlord and Landlord's agents may erect signs on or about the Premises advertising the Premises for lease or for sale. 6.07 Possession. If Tenant pays the Rent, properly maintains the Premises, and complies with all other terms of this Lease, Tenant may occupy and enjoy the Premises for the full Term, subject to the provisions of this Lease. 6.08 Exemptions from Liability. Landlord will not be liable for any damage to the business (including any loss of income), goods, inventory, furnishings, fixtures, equipment, merchandise or other property of Tenant, Tenant's employees, invitees or customers, or for any injury to Tenant or Tenant's employees, invitees, customers or any other person in or about the Premises, whether the damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or wind; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising on or about the Premises or other portions of the Property, or from other sources or places; or (d) any act or omission of any other occupant of the Property. The provisions of this Section will not, however, exempt Landlord from liability for Landlord's gross negligence or willful misconduct. ARTICLE SEVEN PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS 7.01 Property Condition. Except as disclosed in writing by Landlord to Tenant before the execution of this Lease, to the best of Landlord's actual knowledge: (i) the Premises have no known latent structural or construction defects of a material nature; and (ii) none of the improvements to the Premises have been constructed with materials known to be a potential health hazard to occupants of the Premises. Unless otherwise expressly set forth in this Lease, Landlord represents that on the Commencement Date (and for a period of 30 days thereafter): (a) the fixtures and equipment serving the Premises are in good operating condition, including the plumbing, electrical and lighting systems, any fire protection sprinkler system, the HVAC (defined below) systems and equipment, the roof, skylights, doors, overhead doors, windows, dock levelers and elevators; and (b) the interior of the Premises is in good condition. Tenant will have a period of 30 days after the Commencement Date to inspect the Premises and notify Landlord in writing of any defects and maintenance, repairs or replacements required to the above named fixtures, equipment and interior. Within a reasonable period of time after the timely receipt of any such written notice from Tenant, Landlord shall, at Landlord's expense, correct the defects and perform the maintenance, repairs and replacements. 7.02 Acceptance of Premises. Tenant has inspected, or has had an opportunity to inspect, the Premises, before the execution of this Lease. Tenant has determined that the Premises may be used for the Permitted Use. Subject to the provisions in Section 7.01, and any other express obligations of Landlord in this Lease to construct any improvements, make repairs, or correct defects, Tenant agrees to accept the Premises in "AS IS" condition and with all faults (other than latent defects). To the extent permitted by applicable law, Tenant waives any implied warranties of Landlord as to the quality or condition of the Premises or the Property, or as to the fitness or suitability of the Premises or the Property for any particular use. 7.03 Maintenance and Repairs. Landlord will not be required to perform any maintenance or repairs, or management services, in the Premises, except as otherwise provided in this Lease. Tenant will be fully responsible, at Tenant's expense, for all maintenance and repairs, and management services, other than those that are expressly set forth in this Lease as Landlord's responsibility. COMMERCIAL LEASE AGREEMENT - Page 13 ONTCAR 2014 - Form No. 2 (3/2014) Produced wilh zipForm® by zipLogix 18070 Fifleen Mile Road, Fraser, Michigan 48026 www.zioLoa'x.com Keep Denton Exhibit 1 A. Landlord's Obligations. (1) Subject to the provisions of Article Eight (Damage or Destruction) and Article Nine (Condemnation) and except for damage caused by any act or omission of Tenant, Landlord shall keep the roof, skylights, foundation, structural components and the structural portions of exterior walls of the Premises in good order, condition and repair. Landlord will not be obligated to maintain or repair windows, doors, overhead doors, plate glass or the surfaces of walls. In addition, Landlord will not be obligated to make any repairs under this Section until a reasonable time after receipt of written notice from Tenant of the need for repairs. If any repairs are required to be made by Landlord, Tenant shall, at Tenant's sole cost and expense, promptly remove Tenant's furnishings, fixtures, inventory, equipment and other property, to the extent required to enable Landlord to make repairs. Landlord's liability under this Section will be limited to the cost of those repairs or corrections. Tenant waives the benefit of any present or future law that might give Tenant the right to repair the Premises at Landlord's expense or to terminate this Lease because of the condition. (2) All repairs, maintenance, management and other services to be performed by Landlord or Landlord's agents involve the exercise of professional judgment by service providers, and Tenant expressly waives any claims against Landlord for breach of warranty arising from the performance of those services. B. Tenant's Obligations. Subject to the provisions of Section 7.01, Section 7.03A, Article Eight (Damage or Destruction) and Article Nine (Condemnation), Tenant shall, at all times, keep all other portions of the Premises in good order, condition and repair (except for normal wear and tear), including, but not limited to, maintenance, repairs and all necessary replacements of the windows, plate glass, doors, overhead doors, HVAC equipment, electrical and lighting systems, fire protection sprinkler system, dock levelers, elevators, interior and exterior plumbing, the interior and exterior of the Premises in general, pest control and extermination, down spouts, gutters, paving, railroad siding, care of landscaping and regular mowing of grass. In addition, Tenant shall, at Tenant's expense, repair any damage to any portion of the Property, including the roof, skylights, foundation, or structural components and exterior walls of the Premises, caused by Tenant's acts or omissions. If Tenant fails to maintain and repair the Property as required by this Section, Landlord may, on 10 days' prior written notice, enter the Premises and perform the maintenance or repair on behalf of Tenant, except that no notice is required in case of emergency, and Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing the maintenance or repair, plus a reasonable service charge. C. HVAC Service. This Section pertains to the heating, ventilation and air - conditioning ( "HVAC ") systems and equipment that service the Premises. [Check one box only.] ❑ (1) Landlord is obligated to provide the HVAC services to the Premises only during the operating hours of the Property (as described below). ❑ (2) Landlord will provide the HVAC services to the Premises during the operating hours of the Property (as described below) for no additional charge and will, at Tenant's request, provide HVAC services to the Premises during other hours for an additional charge of $ per hour. Tenant will pay Landlord the charges under this paragraph promptly after receipt of Landlord's invoice. Hourly charges are charged on a half -hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord's procedures to make a request to provide the additional HVAC services in advance. ® (3) Tenant will pay for the HVAC services under this Lease. For any HVAC system that services only the Premises, Tenant shall, at Tenant's own cost and expense, enter into a regularly scheduled preventative maintenance and service contract for all such HVAC systems and equipment during the Term. If Tenant fails to enter into such a service contract acceptable to Landlord, Landlord may do so on Tenant's behalf and Tenant agrees to pay Landlord the cost and expense thereof, plus a reasonable service charge, periodically upon demand. COMMERCIAL LEASE AGREEMENT - Page 14 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 16070 Fifteen Mile Road, Fraser, Michigan 48026 wm,z QLog1X.QQM Keep Denton Exhibit 1 D. Operating Hours of the Property. The operating hours of the Property are the times reasonably determined by Landlord unless they are specified here. [specify the operating hours of the Property including the days of the week, and whether Saturdays, Sundays and holidays are included]: .............._ . E. Cleaning. Tenant must keep the Premises clean and sanitary and promptly dispose of all trash in appropriate receptacles. Tenant will provide, at Tenant's expense, janitorial services to the Premises, unless this box ❑ is checked, in which case Landlord will provide janitorial services to the Premises that are customary for the property type. Tenant will maintain, at Tenant's expense, any grease trap on the Property that Tenant uses, including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law. 7.04 Alterations, Additions and Improvements. Tenant may not create any openings in the roof or exterior walls without the prior written consent of Landlord. Tenant may not make any alterations, additions or improvements to the Premises ( "Alterations ") without the prior written consent of Landlord. However, Tenant is not required to obtain the Landlord's prior written consent for non - structural Alterations that do not cost more than $5,000 and that do not modify or affect the roof, plumbing, HVAC systems or electrical systems. Consent for non - structural Alterations in excess of $5,000 or that modify or affect plumbing, HVAC systems or electrical systems will not be unreasonably withheld, conditioned or delayed by Landlord. Tenant may erect or install trade fixtures, shelves, bins, machinery, HVAC systems, and refrigeration equipment, provided that Tenant complies with all applicable governmental laws, ordinances, codes, and regulations. At the expiration or termination of this Lease, Tenant may, subject to the restrictions of Section 7.05, remove items installed by Tenant, provided Tenant is not in default at the time of the removal and Tenant repairs, in a good and workmanlike manner, any damage caused by the installation or removal. Tenant shall pay for all costs incurred or arising out of Alterations and will not permit any mechanic's or materialman's lien to be filed against the Premises or the Property. Upon request by Landlord, Tenant shall deliver to Landlord proof of payment, reasonably satisfactory to Landlord, of all costs incurred in connection with any Alterations. 7.05 Condition upon Termination. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean and in the same condition as received, except for normal wear and tear and any damage caused by a casualty that Tenant is not otherwise obligated to repair under any provision of this Lease. Tenant will not be obligated to repair any damage that Landlord is required to repair under Article Seven (Property Condition) or Article Eight (Damage or Destruction). In addition, Landlord may require Tenant to remove any Alterations before the expiration or termination of this Lease and to restore the Premises to their prior condition, all at Tenant's expense. However, Tenant will not be required to remove any Alterations that were made with Landlord's consent or that were otherwise permitted under the terms of this Lease. All Alterations that Tenant does not remove will become Landlord's property upon the expiration or termination of this Lease. In no event may Tenant remove any of the following items without Landlord's prior written consent: (i) electrical wiring or power panels; (ii) lighting or lighting fixtures; (iii) wall coverings, drapes, blinds or other window coverings; (iv) carpets or other floor coverings; (v) HVAC equipment; (vi) plumbing equipment; (vii) fencing or gates; or (viii) any fixtures, equipment or other items that, if removed, would affect the operation or the appearance of the Property. However, Tenant may remove Tenant's trade fixtures, equipment used in Tenant's business, and personal property. The provisions of this Section will survive the expiration or termination of this Lease. COMMERCIAL LEASE AGREEMENT - Page 1 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zWLogix.com Keep Denton Exhibit 1 ARTICLE EIGHT DAMAGE OR DESTRUCTION 8.01 Notice. If any buildings or other improvements situated on the Property are damaged or destroyed by fire, flood, windstorm, tornado or other casualty, Tenant shall immediately give written notice of the damage or destruction to Landlord. 8.02 Partial Damage. If the Premises are damaged by fire, tornado or other casualty, and rebuilding and repairs can be completed within 120 days after the date Landlord receives written notification from Tenant of the occurrence of the damage, then this Lease will not terminate, but Landlord shall proceed with reasonable diligence to rebuild and repair the Premises (other than leasehold improvements made by Tenant or any assignee, subtenant or other occupant of the Premises) to substantially the condition they were in before the damage. To the extent the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. If the casualty occurs during the last 18 months of the Term, Landlord will not be required to rebuild or repair the damage unless Tenant exercises Tenant's renewal option (if any) within 15 days after the date Landlord receives written notification of the occurrence of the damage. If the casualty occurs during the last 18 months of the Term and Tenant does not so exercise Tenant's renewal option, or if there is no renewal option in this Lease, Landlord may, at Landlord's option, terminate this Lease by delivering a written termination notice to Tenant, in which case the Rent will be abated for the unexpired portion of the Term, effective on the date Landlord received written notification of the damage. 8.03 Substantial or Total Destruction. If the Premises are substantially or totally destroyed by fire, tornado, or other casualty, or so damaged that rebuilding and repairs cannot reasonably be completed within 120 days after the date Landlord receives written notification from Tenant of the occurrence of the damage, either Landlord or Tenant may terminate this Lease by promptly delivering a written termination notice to the other party, in which event the monthly installments of Rent will be abated for the unexpired portion of the Term, effective on the date of the damage or destruction. If neither party promptly terminates this Lease, Landlord shall proceed with reasonable diligence to rebuild and repair the Premises (except that Tenant shall rebuild and repair Tenant's fixtures and improvements in the Premises). To the extent the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. ARTICLE NINE CONDEMNATION If, during the Term, all or a substantial part of the Premises are taken for any public or quasi - public use under any governmental law, ordinance or regulation or by right of eminent domain, or are conveyed to the condemning authority under threat of condemnation, this Lease will terminate and the monthly installments of Rent will be abated during the unexpired portion of the Term, effective on the date of the taking. If less than a substantial part of the Premises is taken for public or quasi - public use under any governmental law, ordinance or regulation, or by right of eminent domain, or is conveyed to the condemning authority under threat of condemnation, Landlord shall promptly, at Landlord's expense, restore and reconstruct the Premises (other than leasehold improvements made by Tenant or any assignee, subtenant or other occupant of the Premises) in order to make the Premises reasonably suitable for the Permitted Use. The Rent payable under this Lease during the unexpired portion of the Term will be adjusted equitably. If there is a taking of the Property that has a material, adverse effect on the operation of Tenant's business in the Premises, then the Rent will be adjusted equitably. Landlord and Tenant will each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceeding. The termination of this Lease will not affect the rights of the parties to those awards. COMMERCIAL LEASE AGREEMENT - Page 16 ONTCAR 2014 - Form No. 2 (3/2014) Produced with zipFornr@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zWJggix.com Keep Denton Exhibit 1 ARTICLE TEN ASSIGNMENT AND SUBLETTING Tenant may not assign this Lease or sublet the Premises or any portion thereof, without the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. Any assignment or subletting will be expressly subject to all terms and provisions of this Lease, including the provisions of Section 6.01 pertaining to the use of the Premises. In the event of any assignment or subletting, Tenant will remain fully liable for the full performance of all of Tenant's obligations under this Lease. Tenant may not assign Tenant's rights under this Lease or sublet the Premises without first obtaining a written agreement from the assignee or sublessee whereby the assignee or sublessee agrees to assume the obligations of Tenant under this Lease and to be bound by the terms of this Lease. If a Default occurs while the Premises is assigned or sublet, Landlord may, at Landlord's option, in addition to any other remedies provided in this Lease or by law, collect directly from the assignee or subtenant all rents becoming due under the terms of the assignment or subletting and apply the rents against any sums due to Landlord under this Lease. No direct collection by Landlord from any assignee or subtenant will release Tenant from Tenant's obligations under this Lease. ARTICLE ELEVEN DEFAULT AND REMEDIES 11.01 Default. Each of the following events is a default under this Lease (a "Default "): A. Failure of Tenant to pay any installment of the Rent or other sum payable to Landlord under this Lease on the date that it is due, and the continuance of that failure for a period of five days after Landlord delivers written notice of the failure to Tenant. This clause will not be construed to permit or allow a delay in paying Rent beyond the due date and will not affect Landlord's right to impose a Late Charge as permitted in Section 3.03; B. Failure of Tenant to comply with any term, condition or covenant of this Lease, other than the payment of Rent or other sum of money, and the continuance of that failure for a period of 30 days after Landlord delivers written notice of the failure to Tenant; C. Failure of Tenant or any guarantor of Tenant's obligations under this Lease to pay its debts as they become due or an admission in writing of inability to pay its debts, or the making of a general assignment for the benefit of creditors; D. The commencement by Tenant or any guarantor of Tenant's obligations under this Lease of any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; E. The commencement of any case, proceeding or other action against Tenant or any guarantor of Tenant's obligations under this Lease seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and Tenant or any guarantor: (i) fails to obtain a dismissal of such case, proceeding, or other action within 60 days of its commencement; or (ii) converts the case from one chapter of the Federal Bankruptcy Code to another chapter; or (iii) is the subject of an order of relief that is not fully stayed within seven business days after the entry thereof; and F. Vacancy or abandonment by Tenant of any substantial portion of the Premises or cessation of the use of the Premises for the purpose leased, and the continuance of that vacancy, COMMERCIAL LEASE T - Page 17 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 W28yjdgLQgjL= Keep Denton Exhibit 1 abandonment or cessation for a period of 30 days after Landlord delivers a written notice to Tenant. 11.02 Remedies. Upon the occurrence of any Default listed in Section 11.01, Landlord may pursue any one or more of the following remedies without any prior notice or demand. A. Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy that Landlord may have for possession of the Premises or Rent in arrears, enter upon and take possession of the Premises and expel Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for any claim for damages due to the termination of this Lease or termination of possession. Tenant shall pay to Landlord on demand the amount of all Rent and loss and damage Landlord may suffer by reason of the termination or inability to relet the Premises up to the date of termination, in addition to any other liabilities that survive the termination of this Lease. B. Landlord may enter upon and take possession of the Premises, without terminating this Lease and without being liable for any claim for damages due to termination of possession, and expel Tenant and any other person who may be occupying the Premises or any part thereof. Landlord may relet the Premises and receive rent from the new occupant. Tenant agrees to pay to Landlord monthly, or on demand from time to time, any deficiency that may arise by reason of any such reletting. In determining the amount of the deficiency, professional service fees, reasonable attorneys' fees, court costs, remodeling expenses and other costs of reletting will be subtracted from the amount of rent received from the new occupant. C. Landlord may enter upon the Premises, without terminating this Lease and without being liable for any claim for damages due to such entry, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to pay Landlord on demand for expenses that Landlord incurs in performing Tenant's obligations under this Lease, together with interest thereon at the rate of 12% per annum from the date spent until paid. D. Landlord may sue Tenant for damages for breach of this Lease after Tenant's Default and abandonment of the Premises, or after Landlord terminates Tenant's possession and Tenant vacates the Premises, in which case the measure of damages is the sum of: (i) the unpaid Rent up to the date of the abandonment or vacancy, plus (ii) the difference between the Rent for the remainder of the Term after abandonment or vacancy, and the fair market rental value of this Lease for the remainder of the Term after abandonment or vacancy, such difference to be discounted to present value at a rate equal to the rate of interest that is allowed by law in the State of Texas when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of 6% per annum). Neither the enforcement or collection by Landlord of those amounts nor the payment by Tenant of those amounts will constitute a waiver by Landlord of any breach, existing or in the future, of any of the terms or provisions of this Lease by Tenant or a waiver of any rights or remedies that the Landlord may have with respect to any breach. E. In addition to the foregoing remedies, Landlord may change or modify the locks on the Premises if Tenant fails to pay the Rent when due. Landlord will not be obligated to provide another key to Tenant or allow Tenant to regain entry to the Premises unless and until Tenant pays Landlord all Rent that is delinquent. Tenant agrees that Landlord will not be liable for any damages resulting to the Tenant from the lockout. When Landlord changes or modifies the locks, Landlord or Landlord's agent shall post a written notice in accordance with Section 93.002 of the Texas Property Code, or its successor statute. Tenant may be subject to legal liability if Tenant or Tenant's representative tampers with any lock after the locks have been changed or modified. F. No re -entry or taking possession of the Premises by Landlord will be construed as an election to terminate this Lease, unless a written notice of that intention is given to Tenant. Notwithstanding any re- entry, taking possession or reletting, Landlord may, at any time COMMERCIAL LEASE AGREEMENT - Page 18 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLooix.com Keep Denton Exhibit 1 thereafter, elect to terminate this Lease for a previous Default. Pursuit of any of the foregoing remedies will not preclude pursuit of any other remedies provided by law, nor will pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the provisions in this Lease. Failure of Landlord to declare any Default immediately upon its occurrence, or failure to enforce one or more of Landlord's remedies, or forbearance by Landlord to enforce one or more of Landlord's remedies upon a Default, will not be deemed to constitute a waiver of any of Landlord's remedies for any Default. Pursuit of any one of the remedies will not preclude pursuit by Landlord of any of the other remedies provided in this Lease. The loss or damage that Landlord may suffer by reason of a Default by Tenant under this Lease, or the deficiency from any reletting, will include the expense of taking possession and any repairs performed by Landlord after a Default by Tenant. If Landlord terminates this Lease at any time for any Default, in addition to other Landlord's remedies, Landlord may recover from Tenant all damages Landlord may incur by reason of the Default, including the cost of recovering the Premises and the Rent then remaining unpaid. G. Nothing in this Lease will be construed as imposing any duty upon Landlord to relet the Premises. Landlord will have no duty to mitigate Landlord's damages except as required by applicable law. Any duty imposed by law on Landlord to mitigate damages after a Default by Tenant will be satisfied if Landlord undertakes to lease the Premises to another tenant (a "Substitute Tenant ") in accordance with the following criteria: (1) Landlord will have no obligation to solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full possession of the Premises including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant; (2) Landlord will not be obligated to lease or show the Premises on a priority basis, or offer the Premises to a prospective tenant when other space in the Property suitable for the prospective tenant's use is (or soon will be) available; (3) Landlord will not be obligated to lease the Premises to a Substitute Tenant for an amount less than the current fair market rent then prevailing for similar uses in comparable buildings in the same market area as the Property, nor will Landlord be obligated to enter into a new lease under other terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Property; (4) Landlord will not be obligated to enter into a lease with a Substitute Tenant whose use would: (i) violate any restriction, covenant, or requirement contained in the lease of another tenant of the Property; (ii) adversely affect the reputation of the Property; or (iii) be incompatible with other uses of the Property. (5) Landlord will not be obligated to enter into a lease with a Substitute Tenant that does not have, in Landlord's reasonable opinion, sufficient financial resources to pay the Rent under the new lease and operate the Premises in a first class manner; and (6) Landlord will not be required to spend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a proposed Substitute Tenant unless: (i) Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with the Substitute Tenant (which payment will not be in lieu of any damages or other sums to which Landlord may be entitled as a result of Tenant's Default under this Lease); or COMMERCIAL LEASE AGREEMENT - Page 1 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormG by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zWLccix.00m Keep Denton Exhibit 1 (ii) Landlord, in Landlord's reasonable discretion, determines that any such expenditure is financially justified in connection with entering into a lease with the Substitute Tenant. H. No right or remedy of Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy now or hereafter existing under this Lease, at law, in equity or by statute. Landlord will not be liable for any damages resulting to Tenant from any right or remedy exercised by Landlord, regardless of the cause, even if it is caused by the sole, joint or concurrent negligence of Landlord. 11.03 Notice of Default. Tenant shall give written notice of any failure by Landlord to perform any of Landlord's obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee or beneficiary) fails to cure the nonperformance within 30 days after receipt of Tenant's notice. However, if the nonperformance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30 -day period and is thereafter diligently pursued to completion. 11.04 Limitation of Landlord's Liability. As used in this Lease, the term "Landlord" means only the current owner or owners of the fee title to the Premises, or the leasehold estate under a ground lease of the Premises, at the time in question. Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time such Landlord owns such title or estate. Any Landlord who transfers its title, estate or other interest is relieved of all liability with respect to the obligations of Landlord under this Lease accruing on or after the date of the transfer, and Tenant agrees to recognize the transferee as Landlord under this Lease. However, each Landlord shall deliver to its transferee the Security Deposit held by Landlord, to the extent the Security Deposit has not then been applied under the terms of this Lease. ARTICLE TWELVE LANDLORD'S CONTRACTUAL LIEN In addition to the statutory Landlord's lien, Tenant hereby grants to Landlord a security interest to secure payment of all Rent and other sums of money becoming due under this Lease from Tenant, upon all inventory, goods, wares, equipment, fixtures, furniture and all other personal property of Tenant situated in or on the Premises, together with the proceeds from the sale thereof. Tenant may not remove such property without the consent of Landlord until all Rent in arrears and other sums then due to Landlord under this Lease have been paid. Upon the occurrence of a Default, Landlord may, in addition to any other remedies provided in this Lease or by law, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated in or on the Premises without liability for trespass or conversion, and sell the property at public or private sales, with or without having the property at the sale, after giving Tenant reasonable notice of the time and place of any such sale. Unless otherwise required by law, notice to Tenant of the sale will be deemed sufficient if given in the manner prescribed in this Lease at least 10 days before the time of the sale. Any public sale made under this Article will be deemed to have been conducted in a commercially reasonable manner if held on the Premises or where the property is located, after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county where the Premises is located for five consecutive days before the date of the sale. Landlord or its assigns may purchase at a public sale and, unless prohibited by law, at a private sale. The proceeds from any disposition pursuant to this Article, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and expenses), will be applied as a credit against the indebtedness secured by the security interest granted in this Article. Any surplus will be paid to Tenant or as otherwise required by law, and Tenant shall promptly pay any deficiencies. Landlord is authorized to file a financing statement to perfect the security interest of Landlord in the aforementioned property and proceeds thereof under the provisions of the Texas Business and Commerce Code in effect in the State of Texas. Provided Tenant is not in default under any of the COMMERCIAL LEASE AGREEMENT - Page 20 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zipLogix 18070 Filteen Mile Road, Fraser, Michigan 48026 z8mm&WLQgiLQM Keep Denton Exhibit 1 terms of this Lease, upon written request by Tenant, Landlord shall deliver a written subordination of Landlord's statutory and contractual liens to any liens and security interests securing any institutional third party financing of Tenant. Landlord shall not unreasonably withhold or delay the delivery of Landlord's written subordination. ARTICLE THIRTEEN PROTECTION OF LENDERS 13.01 Subordination and Attornment. Landlord may subordinate this Lease to any future ground Lease, deed of trust or mortgage encumbering the Premises, and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to subordinate is subject to Landlord providing Tenant with a written Subordination, Non - disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant's right to peaceable possession of the Premises during the Term will not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is not otherwise in default, in which case Tenant shall attorn to the transferee of or successor to Landlord's interest in the Premises and recognize the transferee or successor as Landlord under this Lease. Tenant's rights under this Lease are subordinate to any existing ground lease, deed of trust or mortgage encumbering the Premises. However, if any ground lessor, beneficiary or mortgagee elects to have this Lease be superior to its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, then this Lease will be deemed superior to the ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of the ground lease, deed of trust or mortgage or the date of recording thereof. 13.02 Signing of Documents. Tenant shall sign and deliver any document that may be requested to evidence any attornment or subordination, or any agreement to attorn or subordinate, as long as the document is consistent with the provisions of Section 13.01. If Tenant fails to do so within 10 days after a written request, Tenant hereby irrevocably appoints Landlord as Tenant's attorney -in -fact to execute and deliver the attornment or subordination document. 13.03 Estoppel Certificates. A. Upon Landlord's written request, Tenant shall execute and deliver to Landlord a written statement (an "Estoppel Certificate ") certifying: (1) whether Tenant is an assignee or subtenant; (2) the Expiration Date of this Lease; (3) the number of renewal options under this Lease, if any, and the total period of time covered by the renewal options; (4) that none of the terms or provisions of this Lease have been changed since the original execution of this Lease, except as shown on any attached amendments or modifications; (5) that no default exists under the terms of this Lease by either Landlord or Tenant; (6) that Tenant has no claim against Landlord under this Lease and has no defense or right of offset against collection of Rent or other charges accruing under this Lease; (7) the amount and payment date of the last payment of Rent, the period of time covered by that payment, and the amount of any rental payments made in advance; (8) the amount of any Security Deposit and other deposits, if any; and (9) the identity and address of any guarantor of this Lease. Tenant shall deliver the statement to Landlord within 10 days after Landlord's request. Landlord may forward any such statement to any prospective purchaser or lender of the Premises. The purchaser or lender may rely conclusively upon the statement as true and correct. B. If Tenant does not deliver the Estoppel Certificate to Landlord within the 10 -day period, Landlord, and any prospective purchaser or lender, may conclusively presume and rely upon the following facts: (1) that the terms and provisions of this Lease have not been COMMERCIAL LEASE T- Page 21 GNTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 WmmLzLLg2iL= Keep Denton Exhibit 1 changed except as otherwise represented by Landlord; (2) that this Lease has not been terminated except as otherwise represented by Landlord; (3) that not more than one monthly installment of Base Rent and other charges have been paid in advance; (4) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent; and (5) that Landlord is not in default under this Lease. In such event, Tenant will be estopped from denying the truth of the presumed facts. C. Also, if Tenant does not deliver the Estoppel Certificate to Landlord within the 10 -day period, Landlord may deliver a written notice to Tenant stating that Tenant must deliver an Estoppel Certificate under this Section within five days after Tenant receives the notice. If Tenant does not deliver an Estoppel Certificate to Landlord within five days after Tenant receives the notice, then Tenant's failure to deliver an Estoppel Certificate will constitute a Default under this Lease, notwithstanding any longer period of time under Section 11.01 that Tenant would otherwise be allowed to cure a failure before the failure would become a Default. 13.04 Tenant's Financial Condition. Within 10 days after a written request from Landlord, but not more than two times in any calendar year, Tenant shall deliver to Landlord financial statements as are reasonably required by Landlord to verify the net worth of Tenant, or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender designated by Landlord any financial statements required by the lender to facilitate the financing or refinancing of the Premises. Tenant represents to Landlord that each financial statement is a true, complete, and accurate statement as of the date of the statement. All financial statements will be confidential and will be used only for the purposes set forth in this Lease. ARTICLE FOURTEEN ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY 14.01 Tenant's Compliance with Environmental Laws. Tenant, at Tenant's expense, shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements of Federal, State, county and municipal authorities pertaining to Tenant's use of the Property and with the recorded covenants, conditions and restrictions, regardless of when they become effective, including, without limitation, all applicable Federal, State and local laws, regulations or ordinances pertaining to air and water quality, Hazardous Materials (as defined in Section 14.05), waste disposal, air emissions and other environmental matters, all zoning and other land use matters, and with any direction of any public officer or officers, pursuant to law, which impose any duty upon Landlord or Tenant with respect to the use or occupancy of the Property. 14.02 Tenant's Indemnification. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Property by Tenant, or Tenant's agents, employees, contractors or invitees without the prior written consent of Landlord. If the presence of Hazardous Materials on the Property caused or permitted by Tenant results in contamination of the Property or any other property, or if contamination of the Property or any other property by Hazardous Materials otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Property, damages for the loss or restriction on use of rentable or unusable space or of any amenity or appurtenance of the Property, damages arising from any adverse impact on marketing of building space or land area, sums paid in settlement of claims, reasonable attorneys' fees, court costs, consultant fees and expert fees) that arise during or after the Term as a result of the contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean -up, remedial work, removal or restoration work required by any Federal, State or local government agency because of Hazardous Materials present in the soil or ground water on or under the Property. Without limiting the foregoing, if the presence of any Hazardous Materials on the Property (or any other property) caused or permitted by Tenant results in any contamination of the Property, Tenant shall promptly take all actions at Tenant's sole expense as are necessary to return the Property to the condition existing prior to the introduction of any such Hazardous Materials, provided that Landlord's approval of such actions is first obtained. COMMERCIAL LEASE T - Page ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm@ by zipLogix 16070 Fifteen Mile Road, Fraser, Michigan 48026 W ^M WLOgix om Keep Denton Exhibit 1 14.03 Landlord's Representations. Landlord represents, to the best of Landlord's actual knowledge, that: (i) any handling, transportation, storage, treatment or usage of Hazardous Materials that has occurred on the Property to date has been in compliance with all applicable Federal, State, and local laws, regulations and ordinances; and (ii) no leak, spill, release, discharge, emission or disposal of Hazardous Materials has occurred on the Property to date and that the soil or groundwater on or under the Property is free of Hazardous Materials as of the Commencement Date, unless expressly disclosed by Landlord to Tenant in writing. 14.04 Landlord's Indemnification. Landlord hereby indemnifies, defends and holds Tenant harmless from any claims, judgments, damages, penalties, fines, costs, liabilities, (including sums paid in settlements of claims) or loss, including, without limitation, reasonable attorneys' fees, court costs, consultant fees, and expert fees, which arise during or after the Term of this Lease from or in connection with the presence or suspected presence of Hazardous Materials in the soil or groundwater on or under the Property, unless the Hazardous Material is released by Tenant or is present as a result of the negligence or willful conduct of Tenant. Without limiting the generality of the foregoing, the indemnification provided by this Section will specifically cover costs incurred in connection with any investigation of site conditions or any clean -up, remedial work, removal or restoration work required by any Federal, State or local governmental authority. 14.05 Definition. For purposes of this Lease, the term Hazardous Materials means any one or more pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent or oil as defined in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Clean Water Act, as amended, the Water Pollution Control Act, as amended, the Solid Waste Disposal Act, as amended, or any other Federal, State or local environmental law, regulation, ordinance, or rule, whether existing as of the date of this Lease or subsequently enacted. 14.06 Survival. The representations and indemnities contained in this Article Fourteen will survive the expiration or termination of this Lease. ARTICLE FIFTEEN PROFESSIONAL SERVICE FEES 15.01 Amount and Manner of Payment. Professional service Fees due to the Principal Broker and Cooperating Broker (together, the "Brokers ") will be calculated and paid as follows: A. Lump Sum. Unless the box for Section 15.01 B is checked in Section 1.14A, then Landlord agrees to pay to each of the Brokers a lump sum professional service Fee for negotiating this Lease, plus any applicable sales taxes, equal to: (i) the percentages stated in Section 1.14A of the total Base Rent to become due to Landlord during the Term, if the blanks for percentages are completed; or (ii) the amounts per square foot in the Premises stated in Section 1.14A, if the blanks for amounts per square foot are completed. The Fees will be paid to the Brokers (i) one -half on the date of final execution of this Lease, and (ii) the balance on the Commencement Date of this Lease. B. Monthly. If the box for this Section 15.01B is checked in Section 1.14A, then Landlord agrees to pay to each of the Brokers a monthly professional service Fee for negotiating this Lease, plus any applicable sales taxes, equal to the percentages stated in Section 1.14A of each monthly Base Rent payment at the time the payment is due. 15.02 Payments on Renewal, Expansion or New Lease. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns: (a) exercises any right or option to renew or extend the Term (whether contained in this Lease or in any amendment to this Lease) or enters into a new lease covering the Premises, a portion of the Premises, or the Premises and additional space; or (b) enters into any new lease, expansion or other rental agreement as to any premises located on or constituting all or part of any real property owned by Landlord adjacent to the Property, then Landlord shall pay to each of the Brokers an additional Fee covering the full period of COMMERCIAL LEASE - Page @NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 46026 21¢w zicLoaix.com Keep Denton Exhibit 1 the renewal, extension, new lease, expansion or other rental agreement. The additional Fees will be due on the date of exercise of a renewal option, or the date of execution in the case of a new lease, expansion or other agreement. The additional Fees will be computed and paid under 5.extion 15.01, or Section 15.01 B above (whichever has been made applicable under Section 1,1A), as it a new Cease had been made for such period of time. The Brokers" right to receive these additional Fees will terminate on the date that is 10 years after the expiration of the Terra of this Lease, as arnended or extended. 15.03 Payments on Sale. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns, purchases the Premises pursuant to a purchase option contained in this Lease (or in any amendment to this Lease or any other agreement) or otherwise purchases the Premises, the Property or any portion of either the Premises or the Property, then Landlord shall pay to each of the Brokers a Fee equal to the percentages stated in Section 1.148 of the purchase price, payable in Good Funds at the closing. Upon the closing of a sale to Tenant, any monthly lease Fees will terminate upon payment of the Fee on the sale. The Brokers' right to receive the Fees set forth in this Section 15.03 will terminate on the date that is 10 years after the expiration of the Term of this Lease, as amended or extended. 15.04 Other Brokers. Both Landlord and Tenant represent to the other party that they have had no dealings with any person, firm or agent in the negotiation of this Lease other than the Broker(s) named in this Lease, and no other broker, agent, person, firm or entity other than the Broker(s) is entitled to any commission or fee in connection with this Lease. 15.05 Landlord's Liability. Landlord will be liable for payment of all Fees solely to the Brokers, and Landlord will not be obligated to pay any claims by any undisclosed broker. The Principal Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a separate agreement between the Brokers. 15.06 Joint Liability of Tenant. If Tenant enters into any new lease„ extension, renewal„ expansion, or other agreement to rend„ occupy, or purchase any property described in Section 15.02 or Section j 5.Q3 within the time specified in those Sections, the negotiations must be communicated through the Principal Broker (which may be done through the Cooperating Broker)„ otherwise Tenant will be jointly and severally liable with Landlord for any payments due or to become due to the Principal Broker. 15.07 Assumption on Sale. In the event of a sale or other transfer of the Premises by Landlord, Landlord shall assign this Lease to the purchaser or other transferee, and obtain from the purchaser or other transferee an Assumption Agreement in recordable form whereby the purchaser or other transferee agrees to pay the Brokers all Fees payable under this Lease. Landlord shall deliver a fully executed original counterpart of the Assumption Agreement to each of the Brokers upon the closing of the sale or other transfer of the Premises. Landlord will be released from personal liability for subsequent payments of Fees payable under this Lease only upon the delivery of the Assumption Agreement to the Brokers. 15.08 Termination. Landlord and Tenant agree that the Brokers are third party beneficiaries of this Lease with respect to the Fees, and that no change may be made by Landlord or Tenant as to the time of payment, amount of payment or the conditions for payment of the Fees without the written consent of the Brokers. The termination of this Lease by the mutual agreement of Landlord and Tenant will not affect the right of the Brokers to continue to receive the Fees agreed to be paid under this Lease, just as if Tenant had continued to occupy the Premises and had paid the Rent during the entire Term. Amendment or termination of this Lease under Article Eiaht (Damage or Destruction) and Article Nine (Condemnation) will not amend or terminate the Brokers' right to collect the Fees. 15.09 Intermediary Relationship. A. If either of the Brokers has indicated in Section 1.12 or Section 1.13 or otherwise that they are acting as an intermediary, then Landlord and Tenant consent to the intermediary relationship, authorize such Broker or Brokers to act as an intermediary between Landlord and Tenant in connection with this Lease, and acknowledge that the source of any expected compensation to the Brokers will be Landlord, and the Brokers may also be paid a fee by Tenant. A broker, and any broker or salesperson appointed to communicate COMMERCIAL LEASE AGREEMENT - Page 24 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLoa'x.com Keep Denton Exhibit 1 with and carry out instructions of one party, who acts as an intermediary is required to act fairly and impartially, and may not: (1) disclose to Tenant that Landlord will accept a rent less than the asking rent, unless otherwise instructed in a separate writing by Landlord; (2) disclose to Landlord that Tenant will pay a rent greater than the rental submitted in a written offer to Landlord, unless otherwise instructed in a separate writing by Tenant; (3) disclose any confidential information, or any information a party specifically instructs the real estate broker or salesperson in writing not to disclose, unless: (a) the broker or salesperson is otherwise instructed in a separate writing by the respective party; (b) the broker or salesperson is required to disclose the information by the Texas Real Estate License Act or a court order; or (c) the information materially relates to the condition of the property; (4) treat a party to the transaction dishonestly; or (5) violate the Texas Real Estate License Act. B. Appointments. Each Broker is authorized to appoint, by providing written notice to the parties, one or more license holders associated with the Broker to communicate with and carry out instructions of one party, and one or more other license holders associated with the Broker to communicate with and carry out instructions of the other party. An appointed license holder may provide opinions and advice during negotiations to the party to whom the license holder is appointed. ARTICLE SIXTEEN MISCELLANEOUS AND ADDITIONAL PROVISIONS 16.01 Disclosure. Landlord and Tenant understand that a real estate broker is not an expert in matters of law, tax, financing, surveying, hazardous materials, engineering, construction, safety, zoning, land planning, architecture, the TABA, or the ADA. The Brokers hereby advise Tenant to seek expert assistance on such matters. Brokers do not investigate a property's compliance with building codes, governmental ordinances, statutes and laws that relate to the use or condition of a property and its construction, or that relate to its acquisition. If the Brokers provide names of consultants or sources for advice or assistance, Tenant acknowledges that the Brokers do not warrant the services of the advisors or their products and cannot warrant the suitability of property to be acquired or leased. Furthermore, the Brokers do not warrant that the Landlord will disclose any or all property defects, although the Brokers will disclose to Tenant any actual knowledge possessed by Brokers regarding defects of the Premises and the Property. In this regard, Tenant agrees to make all necessary and appropriate inquiries and to use diligence in investigating the Premises and the Property before signing this Lease. Tenant acknowledges and agrees that neither the Principal Broker nor any Cooperating Broker has made any representation to Tenant with respect to the condition of the Premises, and that Tenant is relying exclusively upon Tenant's own investigations and the representations of Landlord, if any, with respect to the condition of the Premises. Landlord and Tenant agree to hold the Brokers harmless from any and all damages, claims, costs and expenses resulting from or related to Landlord's furnishing to the Brokers any inaccurate information with respect to the Premises, or Landlord's concealing any material information with respect to the Premises. Landlord and Tenant hereby agree to indemnify and defend the Brokers against any and all liabilities, claims, debts, damages, costs, or expenses, including but not firnited to reasonable attorneys' fees and court costs, related to or arising out of or in any way connected to (a) representations concerning matters properly the subject of advice by experts; or (b) any dispute directly between Landlord and Tenant regarding this Lease. In addition, to the extent permitted by applicable law, the Brokers' COMMERCIAL LEASE AGREEMENT - Page 25 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 Keep Denton Exhibit 1 liability for errors, omissions, or negligence is limited to the return of the Fee, if any, paid to the Brokers pursuant to this Lease. 16.02 Force Majeure. If performance by Landlord of any term, condition or covenant in this Lease is delayed or prevented by any Act of God, strike, lockout, shortage of material or labor, restriction by any governmental authority, civil riot, flood, or any other cause not within the control of Landlord, the period for performance of the term, condition or covenant will be extended for a period equal to the period Landlord is so delayed or prevented. 16.03 Interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular will include the plural and the plural will include the singular, and the masculine, feminine and neuter genders will each include the other. 16.04 Waivers. Any waivers of any provisions of this Lease must be in writing and signed by the waiving party. Landlord's delay or failure to enforce any provisions of this Lease or Landlord's acceptance of late installments of Rent will not be a waiver and will not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a check from Tenant or in a letter accompanying a check will be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate, cash, or endorse the check without being bound to the conditions of any such statement. 16.05 Severability. A determination by a court of competent jurisdiction that any provision of this Lease is invalid or unenforceable will not invalidate the remainder of that provision or any other provision of this Lease, which will remain in full force and effect. 16.06 Joint and Several Liability. All parties signing this Lease as Tenant will be jointly and severally liable for all obligations of Tenant. Tenant will be responsible for the conduct, acts and omissions of Tenant's agents, employees, customers, contractors, invitees, agents, successors or others using the Premises with Tenant's express or implied permission. 16.07 Amendments or Modifications. This Lease is the only agreement between the parties pertaining to the lease of the Premises and no other agreements are effective unless made a part of this Lease. All amendments to this Lease must be in writing and signed by all parties. 16.08 Notices. All notices and other communications required or permitted under this Lease must be in writing and will be deemed delivered, whether actually received or not, on the earlier of: (i) actual receipt if delivered in person or by messenger wlth evidence of delivery; or (ii) receipt of an electronic facsimile transmission ( "Fax ") with confirmation of delivery; 09' (iii) upon deposit in the United States Mail as required below. Notices may be transmitted by Fax to the Fax telephone numbers specified in Article One of this Lease, if any. Notices delivered by mail must be deposited in the US. Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient as set forth in Article One. Notices sent by arty other means will be deemed delivered when actually received, with proof of delivery. After possession of the Premises by Tenant, Tenant's address for notice purposes will be thcf address of the Premises unless Tenant notifies Landlord in writing of a different address to be used for that purpose. Any party may change its address for notice by delivering written notice of its new address to all other parties in the manner set forth above. Copies of all notices should also be delivered to the Brokers, but failure to notify the Brokers will not cause an otherwise properly delivered notice to be ineffective. Also, copies of all notices must also be delivered to the following persons [if the blanks have been completed]: Copies of notices to Landlord are to be delivered to: Rail Yard Partners, LTD Address; 525 S Loop 288, Stew w# 105 Denton, TX 76205, Telephone: �.6.�....��.�.....�.�.. Fax: Email:. COMMERCIAL LEASE AGREEMENT - Page 26 ©NTCAR 2014 - Form No. 2 (3/2014) Produced with zipForm@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 V28LZigLQgi&= Keep Denton Exhibit 1 Copies of notices to Tenant are to be delivered to: Citv of Denton Address! 215 E. McKinney „Street - ....... w„ Denton TX 76201 _ Telephone: (940) 349 -8200 Fax: ,. Email: ❑ Landlord also consents to receive any notices by e-mail. [Check the box, if applicable.] ❑ Tenant also consents to receive any notices by a -mail. [Check the box, if applicable.] 16.09 Attorneys' Fees. If, on account of any breach or default by any party to this Lease in its obligations to any other party to this Lease (including, but not limited to, the Brokers), it becomes necessary for a party to employ an attorney to enforce or defend any of its rights or remedies under this Lease, the non - prevailing party agrees to pay the prevailing party its reasonable attorneys' fees and court costs, if any, whether or not suit is instituted in connection with the enforcement or defense. 16.10 Venue. All obligations under this Lease, including, but not limited to, the payment of Fees to the Brokers, will be performed and payable in the county in which the Property is located. The laws of the State of Texas will govern this Lease. 16.11 Survival. All obligations of any party to this Lease that are not fulfilled at the expiration or the termination of this Lease will survive such expiration or termination as continuing obligations of the party. 16.12 Binding Effect. This Lease will inure to the benefit of, and be binding upon, each of the parties to this Lease and their respective heirs, representatives, successors and assigns. However, Landlord will not have any obligation to Tenant's successors or assigns unless the rights or interests of the successors or assigns are acquired in accordance with the terms of this Lease. 16.13 Right to Claim a Lien. If a commission agreement or other agreement to pay Fees to the Brokers is not included in this Lease, then be advised that pursuant to Chapter 62 of the Texas Property Code, each Broker hereby discloses the Broker's right to claim a lien based on a separate written commission agreement or other agreement to pay Fees to the Broker, and this disclosure is incorporated in the commission agreement or other agreement to pay Fees. 16.14 Patriot Act Representation. Landlord and Tenant each represent to the other that: (1) its property interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (2) it is not a person listed on the Specially Designated Nationals and Blocked Persons list of the Office of Foreign Assets Control of the United States Department of the Treasury; and (3) it is not acting for or on behalf of any person on that list. 16.15 Counterparts. This Lease may be executed in a number of identical counterparts, and all counterparts will be construed together as one agreement. 16.16 Offer. The execution of this Lease by the first party to do so constitutes an offer to lease the Premises. Unless this Lease is signed by the other party and a fully executed copy is delivered to the first party by the earlier of this date or the date that is 10 days after the date of execution by the first party, such offer to lease will be deemed automatically withdrawn. Any acceptance of an offer that has been withdrawn will only be effective if the party that withdrew the offer subsequently agrees to the acceptance either in writing or by course of conduct. COMMERCIAL LEASE AGREEMENT - Page 27 ONTCAR 2014 - Form No. 2 (3/2014) Produced with zipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w28LzLLQ2j&= Keep Denton Exhibit l 16.17 Additional Provisions. Landlord and Tenant agree ho any provisions set forth on the attached Addenda (if any) and the following additional provisions (if any): COMMERCIAL LEASE AGREEMENT - Page 28 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormg by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLggix.com Keep Denton Exhibit 1 16.18 Consult an Attorney. This Lease is an enforceable, legally binding agreement. Read it carefully. The Brokers involved in the negotiation of this Lease cannot give you legal advice. Landlord and Tenant acknowledge that they have been advised by the Brokers to have this Lease reviewed by competent legal counsel of their choice before signing this Lease. By executing this Lease, Landlord and Tenant each agree to the provisions contained in this Lease. This Lease has been executed as of the Effective Date (as defined in Section 1.01). LANDLORD: LANDLORD: Rail Yard PartnerswLTD By [Signature]: � _..... By [Signature]: ....... Name: don Martino o Name ... ...._...— ..._..�..�.- .��....._ • ...mw..........., Title: ..�_. Title: .......- Date of Execution: ............._ Date of Execution; TENANT: TENANT: City of Denton (Keep Denton Beautiful . .... ... By [Signature] By [Signature]:.., Name:_ m .._...,,_ .� Name: Title: Title:— ..,� Date of Execution: , _ Date of Execution; PRINCIPAL BROKER: Axis Reat1� ......� roue By [Signature]: Name: Alex P' _... Title: President_ �. Address: L 17 (.eal r1 . P ace Dr., Denton Broker's License No,.: Tax ID No.: aoo t BMW „ mUj,� �� ...... 183Y [Signature � .. . Name: John With ��:. s Title: �..' . la. ! Penton Address 1,400 Dallas Drive ._ Denton T ro Broker's License No.. Tax ID No.: PERMISSION TO USE: This form is provided for the use of members of the North Texas Commercial Association of REALTORS®, Inc. ( "NTCAR "), members of the North Texas Commercial Association of Real Estate Professionals, Inc. and other licensed users of an NTCAR electronic forms system. Permission is given to make limited copies of the current version of this form for use in a particular Texas real estate transaction. Please contact the NTCAR office to confirm that you are using the current version of this form. Mass production, or reproduction for resale, is not allowed without express permission. Any changes to this form must be made in a manner that is obvious. If any words are deleted, they must be left in the form with a line drawn through them. If changes are made that are not obvious, the person who made the change could be subject to a claim of fraud or misrepresentation for passing off an altered form as if it were the genuine NTCAR form. COMMERCIAL LEASE AGREEMENT - Page 29 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zipLogix 16070 Fifteen Mile Road, Fraser, Michigan 48026 www z oLo0'X.coM Keep Denton Exhibit 1 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "A" TO LEASE RENEWAL OPTIONS - Ste. 130 Denton, TX Address of the Premises: ,608 E. Hickory St. ....._.._ _. 1. Option to Extend the Term. Landlord grants to Tenant ,, 1 option(s) (each an "Option ") to extend the Term for an additional term of 60 months each (the "Extension "), on the same terms, conditions and covenants set forth in this Lease, except as provided below. Each Option may be exercised only by written notice delivered to the Landlord no earlier than �. One Hun�d a Eighty ( 180 ) days before, and no later than .,,,,, .... Ni n y ( 90 ) days before, the expiration of the Term or the preceding Extension of the Term, whichever is applicable. If Tenant fails to deliver to Landlord a written notice of the exercise of an Option within the prescribed time period, such Option and any succeeding Options will lapse, and there will be no further right to extend the Term. Each Option may only be exercised by Tenant on the express condition that, at the time of the exercise, Tenant is not in default under any of the provisions of this Lease. The Options are personal to Tenant and may not be exercised by an assignee or subtenant without Landlord's written consent. 2. Calculation of Rent. The Base Rent during the Extension(s) will be determined by one of the following methods [check one]: El A. Fair Market Rental. The Base Rent during the Extension will be the Fair Market Rental determined as follows: a. The "Fair Market Rental" of the Premises means the price that a ready and willing tenant would pay as of the commencement of the Extension as monthly rent to a ready and willing landlord of Premises comparable to the Premises if the property were exposed for lease on the open market for a reasonable period of time, and taking into account the term of the Extension, the amount of improvements made by Tenant at its expense, the creditworthiness of the Tenant, and all of the purposes for which the property may be used and not just the use proposed to be made of the Premises by Tenant. Upon proper written notice by Tenant to Landlord of Tenant's intention to elect to exercise the renewal Option, Landlord shall, within 20 days thereafter, notify Tenant in writing of Landlord's proposed Fair Market Rental amount, and Tenant shall thereupon notify Landlord of Tenant's acceptance or rejection of Landlord's proposed amount. Failure of Tenant to reject Landlord's Fair Market Rental amount within 15 days after receipt of Landlord's notice will be deemed Tenant's acceptance of Landlord's proposed Fair Market Rental amount. b. If Landlord and Tenant have not been able to agree on the Fair Market Rental amount within 40 days following the exercise of the Option, the Fair Market Rental for the Extension will be determined by the following appraisal process. Landlord and Tenant shall endeavor in good faith to select a single Appraiser. The term "Appraiser" means a State Certified Real Estate Appraiser licensed by the State of Texas to value commercial property. If Landlord and Tenant are able to agree upon and select a single Appraiser, that Appraiser will determine the Fair Market Rental for the Extension. If Landlord and Tenant are unable to agree upon a single Appraiser within 10 days after the end of the 40 -day period, each will then appoint one Appraiser by written notice to the other, given within 7 days after the end of the 40 -day period. Within five business days after the two Appraisers are appointed, the two Appraisers will appoint a third Appraiser. If either Landlord or Tenant fails to appoint its Appraiser within the prescribed time period, the single Appraiser appointed will determine the Fair Market Rental amount of the Premises. Each party will bear the cost of the appraiser appointed by it and the parties will share equally the cost of the third appraiser. The Fair Market Rental of the Premises will be the average of two of the three appraisals that are closest in amount, and the third appraisal will be disregarded. ADDS "A" TO LEASE - Page 1 ©NTCAR 2014 - Form No. 2 (3/2014) Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940,891.2947 Fax: 940.891.2948 Alex Payne Keep Denton Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLo ix.com Exhibit 1 c. In no event will the Base Rent be reduced for any Extension, regardless of the Fair Market Rental determined by any appraisal. If the Fair Market Rental is not determined before the commencement of the Extension, then Tenant shall continue to pay to Landlord the Base Rent applicable to the Premises immediately before the Extension until the Fair Market Rental amount is determined, and when it is determined, Tenant shall pay to Landlord the difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent. ❑ B. Consumer Price Index Adjustment. The monthly Base Rent during the Extension will be determined by multiplying the monthly installment of Base Rent during the last month of the Term by a fraction determined as follows: a. The numerator will be the Latest Index that means either [check one]: ❑ (1) the Index published for the nearest calendar month preceding the first day of the Extension, or ❑ (2) the Index for the month of Extension. preceding the first day of the b. The denominator will be the Initial Index that means either [check one]: ❑ (1) the Index published for the nearest calendar month preceding the Commencement Date, or ❑ (2) the Index for the month of Date. preceding the Commencement [If no blanks are filled in above, the choice (1) including the phrase the nearest calendar month preceding" will apply. If the Index is not yet published for the nearest calendar month preceding the applicable date, then "the nearest calendar month" means the first month preceding the applicable date for which the Index is published]. c. The Index means the Consumer Price Index (CPI) for All Urban Consumers (All Items) U.S. City Average (unless this box is checked ❑ in which case the CPI for the Dallas /Fort Worth Consolidated Metropolitan Statistical Area will be used) published by the U. S. Department of Labor, Bureau of Labor Statistics (Base Index of 1982 -84 =100). If the Index is discontinued or revised, the new index or computation that replaces the Index will be used in order to obtain substantially the same result as would have been obtained if it had not been discontinued or revised. If such computation would reduce the Rent for the particular Extension, it will be disregarded, and the Rent during the immediately preceding period will apply instead. ❑C. Fixed Rental Adjustments. The monthly installments of Base Rent during the Extension(s) will be increased beginning on the following dates to these amounts: Date: January 1,2021 Amount: $ !,- Z9„ ] 7 - Date: Januar 1� 202,2 .... .......... q,..�. Amount: $ 3 279km,.54 �.........� -m.L Date : 2023 __ .,,,, . Amount: $ 3,372 78 Date J,anuary.,.l_., 20.2.4.. -..w- ........... . -- Amount: $ 3.473.1.R,� W — - ADDENDUM "A" TO LEASE - Page 2 ©NTCAR 2014 - Form No. 2 (3/14) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipL —q aix.com Keep Denton Exhibit 1 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "B" TO LEASE CONSTRUCTION OF IMPROVEMENTS BY LANDLORD Address of the Premises: 608 E.cc� St._ Ste. 130, Denton,_ Tx 1. Plans. Landlord agrees to construct (pr complete) improveretits to the Premises in accordance with plans . and specifications (the "'Plans ") to be promptly prepared by Landlord and delivered to Tenant. If Tenant does not respond to the request for approval of the Plans within five days after Tenant's receipt of the Plans, Tenant will be deerned to have approved the Plans. Upon approval by Tenant, two or more sets of the Plans will be signed by both parties" with one signed set retained by each party. Changes to the Plans may be made only by written amendments signed by both parties. 2. Construction of Improvements. Upon approval of the Plans and the cost of construction, Landlord shall promptly begin construction and pursue the construction to its completion with reasonable diligence and in a good and workmanlike manner. 3. Estimated Completion Date. It is estimated by Landlord that the improvements specified in the Plans will be completed by December 31, 2015 (the "Estimated Completion Date "). 4. Notice of Completion.. Landlord shall deliver a written notice to Tenant that the improvements have been completed in accordance with the Plans" specifying, the date (the "Date of Completion "') the improvements were completed, within two days after -the Date of Completion, Tenant shall then promptly Inspect the improvements, and if they have in fact been completed in accordance with the Plans, then the Term will begin Uporl the Date of Completion or on the Commencement Date„ whichever is later. 5. Objections. If Tenant reasonably determines that the improvements have not been completed in accordance with the Plans, Tenant may deliver a written notice to Landlord specifying the incomplete items. If Tenant does not, within 10 days after Landlord's notice of completion, deliver such a written notice to Landlord, then Tenant will be deemed to have approved the improvements as constructed, and the Date of Completion stated in Landlord's notice will be the Date of Completion. If the improvements have not in fact been completed in accordance with the Plans, and Tenant has delivered to Landlord a written notice specifying the incomplete items, then Landlord shall promptly proceed to finish the incomplete items, and the "Term will begin upon the date the items are In fact complete. 6. Substantial Completion. Completion, as used in this Addendum, means Substantial Completion. "Substantial Completion" will be deemed to have occurred when (i) a Certificate of Occupancy is issued by the local mt,inicipal authorities that have jurisdiction over the Premises, and (ii) the construction is stiff iclently complete in accordance with the Plans so that Tenant is able to occupy the Premises for the Permitted Use, except lot, minor "punch list" items remaining to be completed. 7. Letter of Acceptance. Upon Substantial Completion of the improvements to the Premises„ Terlant agrees to execute and deliver to Landlord, with a copy to the Principal broker, a letter (the "Letter of Acceptance " ') addressed to Landlord and signed by Tenant (or Tenant's authorized . representative) acknowledging: (i) that construction has been completed in accordance with the Plans', (ii) acceptarice of the improvernen'ts (subject to "Punch list" items to be completed); (iii) the Date of Completion, and (iv) the Commencement Date of the Term. 8. Taking of Possession. The taping of possession of the Premises by Tenant will be deemed to be acknowledgment by Tenant that construction has been completed in accordance with Plans (except for any latent defects and "punch list " Items) and that the Term has begun as of the Date of Completion, regardless of whether a Certificate of Occupancy has been issued or, Tenant has delivered a Letter of Acceptance. r ♦ Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne Keep Denton Produced with zipFormg by zipLogix 18070 Filteen Mile Road, Fraser, Michigan 48026 www zioLoaix.com Exhibit I 9. Failure to Complete. If the iniproven,ients have not been completed in accordance with &ie Plans by the Estimated Completion Date, or by such date as extended by application of Bection IP-02 orce Majeure -iidlord a written notice, of Tenant's intention to terminate as of a &_-1, Tenant may give Lai certain date specifled by Tenant in 'the notice (the "Termination Date") it such improvements have not been completed by the Termination Date. The notice must be given to Landlord not less than 20 days before the Termination Date. If the improvements have not been completed by the Termination Date, then this I-ease will terminate, with no further liability of one party to the other, unless the Termination Date is extended by Tenant in writing. If Landlord is able to cause Substantial Completion of the improvements to occur before the Termination Date, then this Lease will not terminate. 10. Finish-Out Allowance. Landlord shall pay the cost of construction under this Addendum in an amount not to exceed $ . ... T ..... attached (the "Landlord's Cost"). If an Addendum for Construction of Improvements by Tenant is also to this Lease, then Landlord may also provide an Allowance (as defined in that Addendum) to be applied to the cost of construction in that Addendum. Tenant shall pay any costs of construction in excess of the Landlord's Cost and any Allowance. ADDENDUM "B" TO LEASE — Page 2 @NTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormG) by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wv3K._z_iq_Lagi_x_-oM Keep Denton Exhibit 1 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "G" TO LEASE RULES AND REGULATIONS Address of the Premises: 6O8µ E. st e_ste. 13Q., Denton_ TX 1. Application. Tenant, and Tenant's employees and invitees, shall abide by the following standards for the mutual safety, cleanliness, care, protection, comfort and convenience of all tenants and occupants of the Property. These Rules and Regulations apply to all of the Property as defined in this Lease including, but not limited to, the Premises, the building(s), the parking garages, if any, the common areas, driveways, and parking lots. 2. Consent Required. Any exception to these Rules and Regulations must first be approved in writing by Landlord. For purposes of these Rules and Regulations, the term "Landlord" includes the building manager, the building manager's employees, and any other agent or designee authorized by Landlord to manage or operate the Property. 3. Rules and Regulations: a. Tenant may not conduct any auction, "flea market" or "garage sale" on the Premises nor store any goods or merchandise on the Property except for Tenant's own business use. Food may not be prepared in the Premises except in small amounts for consumption by Tenant and Tenant's officers and employees. Vending machines or dispensing machines may not be placed in the Premises without Landlord's written approval. The Premises may not be used or occupied as sleeping quarters or for lodging purposes. Animals may not be kept in or about the Property. b. Tenant shall not obstruct sidewalks, driveways, loading areas, parking areas, corridors, hallways, vestibules, stairs and other similar areas designated for the collective use of tenants, or use such areas for Tenant's storage, temporary or otherwise, or for any purpose other than going to and from the Premises. Tenant shall comply with parking rules and guidelines as may be posted on the Property from time to time. c. Tenant shall not make any loud noises, unusual vibrations, unpleasant odors, objectionable or illegal activities on the Property. Tenant shall not permit the operation of any equipment in the Premises that annoys other occupants of the Property. Tenant shall not interfere with the possession of other tenants of the Property. d. Tenant may not bring any flammable, explosive, toxic, noxious, dangerous or hazardous materials onto the Property, except in small quantities as needed in Tenant's business and used, stored, and disposed of in accordance with applicable laws. e. Installation of security systems, telephone, television and other communication cables, fixtures and equipment must comply with Section 7.04 of the Lease, except that routine installation and construction of normal communication devices that do not require any holes in the roof or exterior walls of the Property do not require the written approval of Landlord. f. Movement into or out of the building through public entrances, lobbies or corridors that requires use of a hand truck, dolly or pallet jack to carry freight, furniture, office equipment, supplies and other large or heavy material, must be limited to the service entrances and freight elevators only and must be done at times and in a manner so as not to unduly inconvenience other occupants of the Property. All wheels for such use must have rubber tires and edge guards to prevent damage to the building. Tenant shall be responsible for and shall pay all costs to repair damages to the building caused by the movement of materials by Tenant. '0 Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940891,2948 Alex Payne Keep Denton Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 zioLoaix.com Exhibit 1 g. Requests by Tenant for building services, maintenance and repair must be made in writing to the office of the building manager designated by Landlord and must be dated. Tenant shall give prompt written notice to Landlord of any significant damage to or defects in the Premises or the Property, including plumbing, electrical and mechanical systems, heating, ventilating and air conditioning systems, roofs, windows, doors, foundation and structural components, regardless of whose responsibility it is to repair such damage or defects. h. Tenant shall not change locks or install additional locks on doors without the prior written consent of Landlord. If Tenant changes locks or installs additional locks on the Property, Tenant shall provide Landlord with a copy of each separate key to each lock upon Landlord's request. Upon termination of Tenant's occupancy of the Premises, Tenant must surrender all keys to the Premises and the Property to Landlord. i. Harmful liquids, toxic wastes, bulky objects, insoluble substances and other materials that may cause clogging, stains or damage to plumbing fixtures or systems must not be placed in the lavatories, water closets, sinks, or drains. Tenant must pay the costs to repair and replace drains, plumbing fixtures and piping that is required because of damage caused by Tenant. j. Tenant shall cooperate with Landlord and other occupants of the Property in keeping the Property and the Premises neat and clean. Nothing may be swept, thrown or left in the corridors, stairways, elevator shafts, lobbies, loading areas, parking lots or any other common areas on the Property. All trash and debris must be properly placed in receptacles provided therefor. k. Landlord may regulate the weight and position of heavy furnishings and equipment on the floor of the Premises, including safes, groups of filing cabinets, machines, and any other item that may overload the floor. Tenant shall notify Landlord when heavy items are to be taken into or out of the building, and the placement and transportation of heavy items may be done only with the prior written approval of Landlord. I. No window screens, blinds, draperies, awnings, solar screen films, window ventilators or other materials visible from the exterior of the Premises may be placed in the Premises without Landlord's approval. Landlord is entitled to control all lighting that may be visible from the exterior of the building. m. No advertisement, sign, notice, handbill, poster or banner may be exhibited, distributed, painted or affixed on the Property. No directory of tenants is allowed on the Property other than that provided by Landlord. n. Tenant agrees to cooperate with and assist Landlord in the prevention of peddling, canvassing and soliciting on the Property. o. Tenant accepts any and all liability for damages and injuries to persons and property resulting from the serving or sales of alcoholic beverages by or on behalf of Tenant on or from the Property. p. Any person entering and leaving the building before and after normal working hours, or building hours if posted by Landlord, whichever applies, may be required to identify himself to security personnel by signing a list and giving the time of day and destination or location of the applicable Premises. Normal building business hours are established by Landlord from time to time. 4. Revisions. Landlord reserves the right to revise or rescind any of these Rules and Regulations and to make additional rules that Landlord may determine are necessary from time to time for the safety, protection, comfort and convenience of the tenants and visitors of the Property and for the care, protection and cleanliness of the Property. Revisions and additions will be binding upon the Tenant as if they had been originally prescribed herein when furnished in writing by Landlord to Tenant, provided the additions and revisions apply equally to all tenants occupying the Property and do not impose any substantial cost to Tenant. 5. Enforcement. Any failure or delay by Landlord in enforcing these Rules and Regulations will not prevent Landlord from enforcing these Rules and Regulations in the future. If any of these Rules and Regulations is determined to be unenforceable, it will be severed from this Lease without affecting the remainder of these Rules and Regulations. ADDENDUM "G" TO LEASE — Page 2 ©NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Keep Denton Exhibit 1 Axis Realty Group NORTH TEXAS COMMERCIALAssocIATION OF EALTORSO Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. INFORMATION ABOUT BROKERAGE SERVICES efore working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner's agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner's agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner's agent anything the buyer would not want the owner to know because an owner's agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer's agent by entering into an agreement to reprc'sient the buyer, usually through ar written buyer re)r'esentaation aagreerrmen't..A buyer's agent, can aissist the owner, but does trot represent the owtm- and musl l)fuec the, interests of the buyer firsts The owner should not tell as buyer's agerrt aarlything the t,Mner would not warnt the Iruyer to know Irc.c;aruse ar buyer's argent roust disclose t,o the buyer any rnaterial inforaw(ion known to the agent.. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous hold or underlined print, set forth the broker's obligarlrons as an iutennedia;rry, The broker is required to treat each party bonesstly and fairly and to comply with `fhe.'rexaas Real Eslarte Licenw Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by (lie owner, (3) may not disclose thal the buyer will pay a price greater than the price subrrritted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any 111 'al air party Specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the inforinafion or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties' consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instructions of one party, and another person who is licensed under that Act and associated with the broker to communicate with and carry out instructions of the other party. If you choose to have a broker represent you, you should enter into a written agreement with the broker that cfctru,fy establishes the broker's obligations and your obfigadons, "1 "he agreement should state flow and by whom tots broker will he paid. You have, the rightt to choose the type of represerrrartion, if` any, you wish to receive. Your payment of a tee to a broker doers not necessarily establish that the broker represents You. 11 you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. This is not a contract. The real estate licensee asks that you acknowledge receipt of this information about brokerage services for the licensee's records. Axis Reatly Group..... �.. , Real Estate Broker Company Buyer Seller, Tenant or Landlord Date Buyer, Seller, Tenant or Landlord Date Date r real estate lrc � rr�� y _ y _ Commission (TREC). If you have a question or a carrnlrl nrrt rtit.,rrr'drrr,� are licensed and regulated b the Texas Real Estate � 65 -3960. 1496IdTCAR gar ing ral and Salesmen you should contact the TREC at P.O. Box 12186 Austin, Texas 78771 -2188 or call 512 -4 Texas Real Estate Brokers (1/96) Single page Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891 2947 Fax: 940.891.2948 Alex Payne keep Denton r .. .M + . . Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "A" TO LEASE RENEWAL OPTIONS Address of the Premises: 608 E. Hickory St. , Ste. 130, Denton, TX 1. Option to Extend the Term. Landlord grants to Tenant 1 option(s) (each an "Option ") to extend the Term for an additional term of 60 months each (the "Extension "), on the same terms, conditions and covenants set forth in this Lease, except as provided below. Each Option may be exercised only by written notice delivered to the Landlord no earlier than one Hundred Eighty ( 180 ) days before, and no later than Ninety ( 90 ) days before, the expiration of the Term or the preceding Extension of the Term, whichever is applicable. If Tenant fails to deliver to Landlord a written notice of the exercise of an Option within the prescribed time period, such Option and any succeeding Options will lapse, and there will be no further right to extend the Term. Each Option may only be exercised by Tenant on the express condition that, at the time of the exercise, Tenant is not in default under any of the provisions of this Lease. The Options are personal to Tenant and may not be exercised by an assignee or subtenant without Landlord's written consent. 2. Calculation of Rent. The Base Rent during the Extension(s) will be determined by one of the following methods [check one]. ❑ A. Fair Market Rental. The Base Rent during the Extension will be the Fair Market Rental determined as follows: a. The "Fair Market Rental" of the Premises means the price that a ready and willing tenant would pay as of the commencement of the Extension as monthly rent to a ready and willing landlord of Premises comparable to the Premises if the property were exposed for lease on the open market for a reasonable period of time, and taking into account the term of the Extension, the amount of improvements made by Tenant at its expense, the creditworthiness of the Tenant, and all of the purposes for which the property may be used and not just the use proposed to be made of the Premises by Tenant. Upon proper written notice by Tenant to Landlord of Tenant's intention to elect to exercise the renewal Option, Landlord shall, within 20 days thereafter, notify Tenant in writing of Landlord's proposed Fair Market Rental amount, and Tenant shall thereupon notify Landlord of Tenant's acceptance or rejection of Landlord's proposed amount. Failure of Tenant to reject Landlord's Fair Market Rental amount within 15 days after receipt of Landlord's notice will be deemed Tenant's acceptance of Landlord's proposed Fair Market Rental amount. b. If Landlord and Tenant have not been able to agree on the Fair Market Rental amount within 40 days following the exercise of the Option, the Fair Market Rental for the Extension will be determined by the following appraisal process. Landlord and Tenant shall endeavor in good faith to select a single Appraiser. The term "Appraiser" means a State Certified Real Estate Appraiser licensed by the State of Texas to value commercial property. If Landlord and Tenant are able to agree upon and select a single Appraiser, that Appraiser will determine the Fair Market Rental for the Extension. If Landlord and Tenant are unable to agree upon a single Appraiser within 10 days after the end of the 40 -day period, each will then appoint one Appraiser by written notice to the other, given within 7 days after the end of the 40 -day period. Within five business days after the two Appraisers are appointed, the two Appraisers will appoint a third Appraiser. If either Landlord or Tenant fails to appoint its Appraiser within the prescribed time period, the single Appraiser appointed will determine the Fair Market Rental amount of the Premises. Each party will bear the cost of the appraiser appointed by it and the parties will share equally the cost of the third appraiser. The Fair Market Rental of the Premises will be the average of two of the three appraisals that are closest in amount, and the third appraisal will be disregarded. ADDENDUM "A" TO LEASE — Page 1 ©NTCAR 2014 - Form No. 2 (3/2014) Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne Keep Denton Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLoaix.com c. In no event will the Base Rent be reduced for any Extension, regardless of the Fair Market Rental determined by any appraisal. If the Fair Market Rental is not determined before the commencement of the Extension, then Tenant shall continue to pay to Landlord the Base Rent applicable to the Premises immediately before the Extension until the Fair Market Rental amount is determined, and when it is determined, Tenant shall pay to Landlord the difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent. ❑ B. Consumer Price Index Adjustment. The monthly Base Rent during the Extension will be determined by multiplying the monthly installment of Base Rent during the last month of the Term by a fraction determined as follows: a. The numerator will be the Latest Index that means either [check one]. ❑ (1) the Index published for the nearest calendar month preceding the first day of the Extension, or ❑ (2) the Index for the month of Extension. preceding the first day of the b. The denominator will be the Initial Index that means either [check one]. ❑ (1) the Index published for the nearest calendar month preceding the Commencement Date, or ❑ (2) the Index for the month of Date. preceding the Commencement [If no blanks are filled in above, the choice (1) including the phrase "the nearest calendar month preceding" will apply. If the Index is not yet published for the nearest calendar month preceding the applicable date, then "the nearest calendar month" means the first month preceding the applicable date for which the Index is published]. c. The Index means the Consumer Price Index (CPI) for All Urban Consumers (All Items) U.S. City Average (unless this box is checked ❑ in which case the CPI for the Dallas /Fort Worth Consolidated Metropolitan Statistical Area will be used) published by the U. S. Department of Labor, Bureau of Labor Statistics (Base Index of 1982 -84 =100). If the Index is discontinued or revised, the new index or computation that replaces the Index will be used in order to obtain substantially the same result as would have been obtained if it had not been discontinued or revised. If such computation would reduce the Rent for the particular Extension, it will be disregarded, and the Rent during the immediately preceding period will apply instead. ❑C. Fixed Rental Adjustments. The monthly installments of Base Rent during the Extension(s) will be increased beginning on the following dates to these amounts: Date: November 1, 2020 Amount: $ 3,179.17 Date: November 1, 2021 Amount: $ 3,274. 54 Date: November 1, 2022 Amount: $ 3,372.78 Date: November 1, 2023 Amount: $ 3,473.96 ADDENDUM "A" TO LEASE - Page 2 ONTCAR 2014 - Form No. 2 (3/14) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Keep Denton ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A COMMERCIAL LEASE AGREEMENT AND AN ADDENDUM "A" TO LEASE — RENEWAL OPTION BY AND BETWEEN KEEP DENTON BEAUTIFUL, INC., A DEPARTMENT OF THE CITY OF DENTON, TEXAS AND RAIL YARD PARTNERS, LTD. FOR THE LEASE OF OFFICE SPACE FOR THE KEEP DENTON BEAUTIFUL OFFICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE. WHEREAS, Keep Denton Beautiful, Inc., being a part of the Solid Waste Department of the City of Denton, Texas, desires to lease office space located at 608 East Hickory, Suite 130, Denton, Denton County, Texas, as lessee, as set out in the "Commercial Lease Agreement" which is attached hereto and incorporated herewith by reference, in order to more efficiently discharge their obligations and duties; and WHEREAS, the lease provides for a primary term of five (5) years, with an option to renew for an additional five -year period, as set out in the "Addendum "A" to Lease — Renewal Option" which is also attached hereto and incorporated herewith by reference; and WHEREAS, the City Council finds that this Commercial Lease Agreement is in the best interests of the City; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations set forth in the Preamble to this Ordinance are incorporated herewith, and made a part of this Ordinance. SECTION 2. The City Manager is hereby authorized and directed to enter into a Commercial Lease Agreement, and additionally, an Addendum "A" to Lease — Renewal Option on behalf of Keep Denton Beautiful, Inc., with Rail Yard Partners, LTD., Lessor, which will provide needed office space for the Keep Denton Beautiful, Inc., being a part of the Solid Waste Department of the City of Denton, Texas; the forms of which Commercial Lease Agreement and Addendum "A" to Lease — Renewal Option are attached hereto, and are incorporated herewith by reference. SECTION 3. The City Manager is authorized to expend such funds and perform such obligations as required by the Commercial Lease Agreement and the Addendum "A" to Lease — Renewal Option. 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 LIM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By;t.._`��4 ....., 4 Page 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -997, Version: 1 DEPARTMENT: ACM: AGENDA DATE: Library Bryan Langley October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending 2004 -261; establishing fees to be charged for overdue books and materials for the libraries of the city of Denton, TX; to equalize said fees, update formats, and provide a uniform checkout length of time to all circulating materials; repealing all ordinances in conflict; provide a severability clause; provide for an effective date. BACKGROUND As part of a review of existing ordinances regarding library practices, staff has reviewed ordinance 2004 -261 which contains outdated language no longer appropriate for existing library services. This ordinance provides authority to charge fees for extended use of materials, also known as late fines. This update to the existing ordinance is presented for approval in an effort to provide customer - friendly uniformity across extended use fees. RECOMMENDATION In order to provide an easily understood, pleasant, and fair experience for library customers, we request that the ordinance be updated and approved to create a uniform extended use fee for all library circulating materials of $0.25 per day, per item. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 15, 2015, Council approved ordinance 2015 -281 which established a uniform check out length of time for all circulating materials, and eliminated wording about specific formats. The Denton Public Library Advisory Board voted to unify extended use fees for all circulating formats by lowering DVD fines from $1 to $0.25 per day, per item on August 10, 2015, 6 -0. FISCAL INFORMATION While still popular, circulation of DVDs as a format is decreasing. Comparing fine revenue from DVDs for the same period in FY 2013 -14 to 2014 -15 shows a 12% decrease. The loss of revenue from extended use fees (late fines) for DVDs is estimated to be $10,000 annually based on current figures. However, this figure will be somewhat offset by the savings incurred from fewer customers sent to collections for past due accounts due to City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -997, Version: 1 late return of DVDs. EXHIBITS Exhibit l: Proposed Ordinance Exhibit 2: Markup of existing ordinance Exhibit 3: Library Board Minutes Respectfully Submitted: Terri Gibbs Director of Libraries City of Denton Page 2 of 2 Printed on 10/15/2015 AN ORDINANCE AMENDING, REPEALING AND REPLACING ORDINANCE NO. 2004- 261 OF THE CITY OF DENTON, TEXAS, ESTABLISHING FEES TO BE CHARGED FOR OVERDUE BOOKS AND MATERIALS FOR THE LIBRARIES OF THE CITY OF DENTON, TEXAS; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton provided in Ordinance 2004-261 for the fees to be charged for overdue books and materials for the libraries operated by the City of Denton, Texas; and WHEREAS, the City of Denton should operate a cost-effective and efficient library system; and WHEREAS, the City of Denton desires to revise and update fees to be charged for overdue books and materials to reflect current costs: and WHEREAS, the City of Denton finds that it is in the public interest to change the fees for the library system; NOW, THEREFORE, SECTION 1. Ordinance No. 2004-261 enacted by the City Council on September 21, 2004, is hereby amended, repeated and replaced by hereby approving and establishing the following fees for library services as follows: 1. For Extended Use: A customer may borrow library materials for a three-week period. After that time the customer shall pay an extended use fee of twenty-five cents ($0.25) a day per item; 2. For replacement of Lost Cards: The fee for replacement of cards is two dollars ($2.00) per card. SECTION 2. A copy of this schedule of fees and charges shall be maintained on file in the office of the City Secretary. SECTION 3. All ordinance or parts of ordinance in force when the provisions of this ordinance become effective which are inconsistent or in conflict with the terms or provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, the City Council of the City of Denton, Texas, hereby declares that they would have enacted such remaining portions despite any such invalidity. 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 P-W F.11011KINIDIN 414 WMENOW4 "IMILOWNIM BY. 7ZZ CHRIS WATTS, MAYOR Page 2 of 2 Section 1. That Ordinance No. 2004 -261 enacted by the City Council on ,.A--., Gh 5, 10 September 21, 2015, is hereby amended, repealed and replaced by hereby approving and establishing the following fee-, for library services as follows: 1. For Extended Use: a. A customer may borrow library materials; for a three- == week period. After that time the customer shall pay an extended use fee of twenty -five cents ($0.25) a day per item; c..a lb e... Denton Public Library Minutes of Library Board Denton Public Library, South Branch August 10, 2015 In attendance: Jean Greenlaw; Barbara Halbert; Alice Mankoff; Bonnie McCormick; Lauren Womack; Doug Campbell Absent: Patrick McLeod Staff: ACM Bryan Langley, Terri Gibbs, Jennifer Becker Meeting called to order by Board President Doug Campbell at 5:35 p.m. Public Forum No members of the public were present. Approve Minutes Minutes of the June 8, 2015 meeting were approved. Moved by Dr. Greenlaw and seconded by Ms. McCormick. Library Report — Terri Gibbs Term Renewals Library Board members' term renewals. Doug Campbell has renewed. Patrick McLeod's term is still unconfirmed. Request to Lower Fines for DVDs There was some discussion about possible reduced income for the library and there was a prevailing, counterpoint discussion about the library not being in business to generate income, but that it exists as a public service, which the public has already paid for through taxes. Jean Greenlaw moved for acceptance of the request to lower daily fines for DVDs from $1.00 per day to .25, Alice Mankoff seconded, all members present voted aye (6 -0). Budget Requests Update Ms. Gibbs reported the city manager recommended buying the final 3 self -check machines this fiscal year to complete the library's self check out suite of six stations. Donation Procedure Update Library finalized new rules and regulations for library donations, and created a combination handout /receipt for inquiries and donations, which will be handed out until Oct 1, when all donations must be made at the North Branch. Staff Report: Jennifer Becker, North Branch Manager Jennifer Becker discussed the Library's Outreach Committee, and detailed some of the community events they've participated in and what sort of activities they provided at these events to promote the library's many offerings. Ms. Becker also passed around some of the branded merchandise they give away to the public as prizes at these events. They also provide literature — in English and Spanish — about the benefits of a library card. Additionally, she mentioned they have started dispersing the reader copies of pre - published books that publishing houses give to libraries, which cannot be added to the collection. Friends of the Denton Public Libraries Report Bonnie McCormick reported that the Friends of the Denton Public Library is having a successful membership drive —with $1600 in dues by May, 2015. Membership is also being re- vamped, with a new database and a rolling enrollment and renewal. Their board tabled the discussion of acquiring a credit card reader for the used bookstore at the North Branch, due to cost and complications. The Friends board has two openings. Foundation Report The Emily Fowler Library Foundation account balance was $127,891.13. Ms. Womack asked if the Foundation board had a plan to increase the foundation's holding. Ms. Gibbs said they were meeting in August and they were planning to discuss that. New Business Ms. Gibbs is meeting with the Emily Fowler trustees to discuss a long -term plans for that board, the purpose of which is fund - raising for the libraries. Sennet Kirk is retiring from that board. Lauren Womack suggested the library board consider anyone they know with fund - raising or financial planning experience to add to the roster of trustees. Ms. McCormick called for adjournment and Ms. Mankoff seconded. Meeting adjourned at 6:12p. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -998, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute on behalf of the City of Denton a lease of property between the City of Denton, Monsignor King Outreach Center in substantially the same form as attached hereto and incorporated herein by reference, for the operation of a homeless shelter at 300 Woodrow Lane; and providing for an effective date. BACKGROUND As part of the September 1, 2015, City Council Work Session, staff received direction from the Council to develop a 10 year lease agreement between the City of Denton and Monsignor King Outreach Center (MKOC) for the use of City property located at 300 Woodrow Lane as a homeless shelter. Council recommended a $1 per year rental rate for the first 10 year term and an option to renew at $2 per year for a second 10 year term. Staff is aware of the importance of providing a facility to use as a shelter to assist the homeless and has crafted a draft lease (Exhibit 1) that provides accommodations, safety for facility staff, as well as those we seek to serve, and meets the criteria required by law for Council's consideration. The draft lease has been shared and discussed with MKOC representatives and staff is working on making some revisions to the lease based on their feedback. Because discussions are ongoing, staff will most likely have a different lease for Council's consideration at the October 20 meeting with significant revisions to some of the terms. Staff hopes to have the final terms of the agreement worked out with MKOC soon, but we may have to postpone Council's consideration of the final agreement until the October 27 meeting. Staff has also been providing MKOC representatives information that they can share with their contractors so that they will be ready to apply for all appropriate permits as soon as a lease is approved. For example, as -built drawings of the facility and a list of improvements required were given to MKOC in an effort to expedite the Temporary Certificate of Occupancy (TCO) process so that the homeless shelter could be operational before the first cold winter weather night. ESTIMATED SCHEDULE OF PROJECT Lease proposes a primary term of 10 years with an option for one 10 year extension. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council provided direction to staff to advance a lease agreement with MKOC as part of the September 1, 2015, City Council Meeting. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -998, Version: 1 FISCAL INFORMATION Lease contemplates $1 per year for 10 years with a 10 year option to extend at $2 per year. MKOC will be responsible for all required facility improvements as well as annual operating and maintenance costs for the term of the lease. EXHIBITS 1. Lease 2. Ordinance Respectfully submitted: Mark Nelson Director of Transportation City of Denton Page 2 of 2 Printed on 10/15/2015 EXHIBIT 1 LEASE AGREEMENT This LEASE AGREEMENT ( "Lease ") is entered into by the City of Denton, a Texas home -rule municipal corporation, ( "Landlord ") and the Monsignor King Outreach Center, a Texas non - profit corporation, ( "Tenant "). Landlord leases to Tenant, and Tenant leases from Landlord, the premises and improvements ( "Leased Premises "), known as 300 S. Woodrow Lane, Denton, Denton Landlord, Texas, or as more particularly described in the attached Exhibit A. The primary term of this Lease ( "Lease Term ") is One Hundred and r� e��(120) months, commencing on 2015, an,; pf°Yng on 2025, with the following terms, conditions, and covian�: 1. Use. Tenant will use the Leased Premises as a homeles s % ire and for no other purpose. ...• ,iiao% y 2. Rent. Tenant agrees to pay Landlord at 215 E, Ic � ighey St., Denton, Denton Landlord, Texas, or at another place Landlord designates fro time in writing, as rent for the Leased Premises one payment of Ten Dollars and �C�its ($10.00) on or before the Effective Date (which represents $1.00 per year for 1,9 y' Tenant's covenant to pay rent is independent of every other covenant in this Lease.1" 4 3. Taxes. Each year during the terms is`Lease, Landlord will pay real estate taxes assessed against the Leased Premises if asss. ach year during the Lease Term, Tenant will pay as additional rent, on receipt of a sqtA, from Landlord together with tax statements or ,,.... other verification from the proper tam ority, real estate taxes assessed against the Leased Y/ Premises. 4. Utilities. TenaYv�,ay all charges for all utility services to the Leased Premises including, but not limited t v�e� sewer, solid waste, electricity, phone, and internet access. 5. Main it", and Repair. The Tenant shall provide all ordinary maintenance and repair including e custodial maintenance of all improvements, landscaping, fixtures, and equipment "` tie Leased Premises such that the Leased Premises are maintained in a clean, sanitary, gpA,, a' , safe condition. The Tenant shall not commit or cause or suffer to be committed a ,waste on the Leased Premises. The Tenant shall be solely responsible for any repair,,. u Tenant's use of the Leased Premises and for any charges resulting from police, fire 'f emergency response activities on the Leased Premises due to the Tenant's use. If, a, , r tfty (20) days' notice from the Landlord, Tenant fails to maintain or repair and part of the Leas Premises or any improvement, landscaping, fixture or equipment thereon, Landlord may, but shall not be obligated to, enter upon the Leased Premises and perform such maintenance or repair, and Tenant agrees to pay the costs of the same to Landlord upon receipt of written demand. 6. Alterations. All alterations, additions, and improvements to the Leased Premises (except trade fixtures) installed at Tenant's expense will become the Landlords property and must remain on and be surrendered by Tenant with the Leased Premises on expiration of the Page 1 of 8 — Lease (300 S. Woodrow Lane) EXHIBIT 1 Lease Term or earlier termination of this Lease. Alterations, additions, and improvements to the Leased Premises by Tenant may be made only with Landlord's written consent, which must not be unreasonably withheld. If consent is granted to make alterations, additions, or improvements to the Leased Premises, the alterations, additions, or improvements must not commence until Tenant has furnished to Landlord a certificate of insurance showing coverage in an amount satisfactory to Landlord that protects Landlord from liability for injury to any person and damage to any personal Premises, on or off the Leased Premises, in connection with the making of alterations additions or improvements. No equipment or structure of any kind will be p yc`Qd on the roof or elsewhere on the Leased Premises by Tenant without Landlord's written ermisn. If permission is granted by Landlord, the work or installation will be done at Ten ie 'pense and in a manner that does not damage the roof. If it becomes necessary to remote ent, or structure, temporarily, so that the roof can be repaired, Tenant will promptly r ai?. hits expense any damages resulting from the removal. At the termination of this Leas°; ,Tenmust deliver the Leased Premises in good order and condition, except for only lt�r� eterioration. Any damage caused by the installation or removal of trade fixtures m r6t epaired at Tenant's expense if requested by Landlord in writing at least 30 days befo-r*Jfe ease Term expires. All alterations additions improvements and repairs made by Temnst be made in a good and workmanlike manner. 7. Condition of Premises /No Represtallo`tts. Tenant has examined and accepted the Leased Premises in their present ` / condition and accepts the Leased Premises regardless of reasonable deterioration beeen the date of this Lease and the date Tenant begins occupying the Leased Premises / „ndlord has not made any representations or warranties whatsoever with respect to t h1t, condition or suitability of use of the Leased Premises or any improvements there /,/fl, ights, easements or licenses are acquired by the Tenant by implication unless a Y%'et forth herein. 8. Insurance. At a� times "during the term of this Lease or any extension thereto, Tenant shall maintain in full „5rce `d affect the following insurance policies: G/f0/l/ / /I� 14/m/000%, a. Tini twill maintain commercial general liability insurance with a minimum co*. 16f one million dollars ($1,000,000) payable to any one person for personal ' jxry °death arising out of per occurrence. The general aggregate limit will apply s ratty to the Lease and be less than two million dollars ($2,000,000) from use of tlas d Premises or the Tenant's performance of its obligations under this Lease. T liability policy shall name Landlord, its officers, officials, employees, and /ge t s` as additional insured with respect to liability arising out of the Tenant's use of the °used Premises and shall not exclude any reasonably anticipated peril related to the f 1 enant's use of the Premises such as criminal activity, alcohol/drug use, sexual assault, or assault and battery. b. Tenant will maintain Premises, fire and extended coverage insurance in an amount equal to the replacement value of all improvements, structures, buildings, and contents located on/in the Premises. The policy shall include Landlord as an insured for its interest in the Premises. EXHIBIT 1 C. Insurance coverages shall not be suspended, voided cancelled, or reduced in limits until after forty-five (45) days prior notice is provided to the Landlord. All insurance coverages shall be primary to any insurance carried by the Landlord. d. All insurance required to be maintained by the Tenant under this Lease shall be placed with insurers authorized to transact business in the State of Texas and with Best's rating of no less than A. I e. On the effective date of this Lease, and thereafter not less thanfi 'ifted415) days prior to the expiration dates of the existing policies furnished pur, W`�&tvj to ' this paragraph, certificates evidencing the required insurance shall be delivere", _A�Tenant to the Landlord. Within fifteen (15) days after the premium on eachisu "policy shall become due and payable, evidence shall be supplied to the Landlord VZ 6"f-such payment. The Landlord reserves the right to require complete certifie s of all required insurance policies at any time. f. Tenant will ensure that any con" erforming renovation, construction, or major repair work on the Leased PrenISY comply with the insurance requirements contained in Exhibit I during t duration of said renovation, construction or repair. AIL 9. Compliance with Laws and Reimtki ons. Tenant will, at its own expense, comply with all laws, orders, standards, and/,-//, T�Mr6ments of all governmental entities with reference to the use of the Leased Premises.prteh#nt and Tenant's agents, employees, and invitees will fully comply with any rules and r s governing the use of the Leased Premises as required by Landlord. Landlord in "sonable changes in rules and regulations from time to time as is advisable for the sa and cleanliness of the Leased Premises, provided that they are in writing and do not c, i th this Lease. 10. Tenants of post or print any signs at, on, or about the Leased Premises or paint the exterior waNs,/ T ,,�r , i4e building unless it has Landlord's written consent. Landlord has %/ the right to remove, 'Y'** in or signs in order to maintain the Leased Premises or to make any repairs or alterations�\ 00 f. 11. t of Entry- Landlord has the right to enter the Leased Premises during normal bin hours (a) to inspect the general condition and state of repair of the Leased Preim*ss o make repairs required or permitted under this Lease, or (c) for any other reas,o urDose. 12. Interruption of Utilities. Landlord or Landlord's agent may interrupt or cause the interruption of utility service paid by Tenant directly to any utility company if the interruption results from bona fide repairs, construction, or an emergency. Additionally, Landlord or Landlord's agent may also interrupt or cause the interruption of utility service paid by Tenant directly to a utility owned or operated by the City of Denton for non-payment. 13. Assismment and Subleasing. Tenant cannot assign this Lease or sublease the Leased Premises or any interest in it without first obtaining Landlord's written consent. An Page 3 of 8 — Lease (300 S. Woodrow Lane) EXHIBIT 1 assignment or sublease without Landlord's written consent is void and can, at Landlord's option, terminate this Lease. 14. Tenant's Default and Removal of Abandoned Premises. If Tenant abandons the Leased Premises or otherwise defaults in the performance of any obligations or covenants in this Lease, Landlord may enforce the performance of this Lease in any manner provided by Texas law. This Lease may be terminated at Landlord's discretion if abandonment or default by Tenant continues for a period of ten (10) consecutive days after Landlord notifies T n nt in writing of its abandonment or default and of Landlord's intention to declare t his 'base terminated. Notice must be sent by Landlord to Tenant's last known address by ceril r"ail. If Tenant has not completely removed or cured default within the ten -day (10 -day) coil od, this Lease will terminate. Thereafter, Landlord or its agents will have the right, wit ou 'ther notice or demand, to enter the Leased Premises and remove all goods, equipmeror onal property r i % %lo without being deemed guilty of trespass and without waiving any oth f.. ies for breach of contract or recovery of unpaid rent. On abandonment or default by a remaining unpaid portion of the rent from Section 4 becomes due and payable / / -ft is presumed to have abandoned the Leased Premises if goods, equipment, or othZ:te rso I property, in an amount . substantial enough to indicate a probable intent to abandon t aed Premises, is being or has / /OGi p been removed from the Leased Premises and the remot „a t within the normal course of Tenant's business. Landlord will have the right to stor enant's Premises that remains on the abandoned Leased Premises and in addition/ �dlord's other rights Landlord may dispose of the stored Premises if Tenant does of aim the goods, equipment or personal property within sixty (60) days after the date t s, equipment or personal property is stored, if Landlord delivers by certified mail to Tenant ate Tenant's last known address a notice stating 21 G that Landlord may dispose of Tenant's ° / /uipment or personal property if Tenant does not claim the goods, equipment or perso aal rty within sixty (60) days after the date the goods, equipment or personal property is�� 15. Landlord's 1De 1'`tV /lf Landlord breaches any covenant, warranty, term, or obligation of this Lease L n� �s failure to cure the breach or commence a good -faith effort to FX cure it within ten (10 d s,,ifter Landlord's receipt of written notice from Tenant regarding Landlords default 6`onsidered a default and will entitle Tenant to either terminate this Lease or cure the//dpfau nd make the necessary repairs, with any expense incurred by Tenant to be reimburse Vii° Landlord after reasonable notice of the repairs and expenses incurred. If any utility servie��fur£ished by Landlord are interrupted and continue to be interrupted despite the good-fait h // /fits of Landlord to remedy the interruption, Landlord will not be liable in any respe, / or' a ages to the person or Leased Premises of Tenant or Tenant's employees, agents, °/ the interruption will not be construed as grounds for constructive eviction or al�'4rent of rent. Landlord will use reasonable diligence to promptly repair and remedy an 16. Tenant's Default. The following events are deemed events of default by the Tenant under this Lease: a. If the Tenant shall be in default of the performance of any covenant, warranty, term, or obligation of this Lease, and if such default is not cured within twenty (20) days EXHIBIT 1 after written notice thereof is given by the Landlord; or if such default should be of such a nature that it cannot be cured completely within such twenty (20) day period, if the Tenant shall not have promptly commenced within such twenty (20) day period or shall not thereafter proceed with reasonable diligence and in good faith to remedy such default. b. If the Tenant shall be adjudged a bankruptcy, make a general assignment for the benefit of creditors, or take the benefit of any insolvency act, or if a receiver or trustee in bankruptcy shall be appointed for the Tenant and such appointment is not ,vated within thirty (30) days. c. If this Lease shall be assigned or Leased Premises sublet°' °% than in accordance with the terms of this Lease and such default is not cure (w4 went 20 days after written notice to the Tenant. d. If any of the above events of default are not cu�edit ° in the period stated above then the Landlord may immediately or at any tim �, per and without further notice or demand enter onto and upon the Leased Pre rr is any part thereof and take absolute possession of the same, fully and absolutevifiut such reentry working a forfeiture of the covenant or covenants to be perfa b° the Tenant for the full term of this Lease. e. The statement of specific reme'i es ",set forth above is not exclusive, and the Landlord shall, at its option, have e any and all other remedies for default available to it under the laws of the aTexas. 17. Tenant's Exclusion. , �d may not intentionally prevent Tenant from entering the Leased Premises exp�udicial process, unless the exclusion results from: (a) bona fide repairs, constructio /n "` n emergency: (b) removing the contents of the Leased Premises abandoned by Ten iE` 6��O changing door locks of the Leased Premises if Tenant is delinquent in paying any rt���ie rent. If Landlord or Landlord's agent changes door locks of the Leased Premises bees, errant is delinquent in paying rent, Landlord or Landlord's agent must place a written6 ,,on Tenants front door stating the name and address or telephone number of the in ividu r company from which the new key may be obtained. The new key is required to be �v ded only during Landlord's regular business hours and only if Tenant pays q ? Y g g Y P Y the delinou n 'r 8. %° "PLien. Landlord is granted an express contractual lien, in addition to any lien law, and a security interest in all property of Tenant found on the Leased Premises rthe compliance by Tenant with all terms of this Lease. 19. Destruction. If the Leased Premises are partially damaged or destroyed or rendered partially unfit for occupancy by fire or other casualty, Tenant must give immediate notice to Landlord of the damage or destruction. Landlord may repair the damage and restore the Leased Premises to substantially the same condition as immediately before the occurrence of the casualty. The repairs will be made at Landlord's expense. If the Leased Premises are totally destroyed or deemed by Landlord to be rendered unfit for occupancy by fire or other casualty, or if Landlord decides not to repair or rebuild, this Lease will terminate and the rent will be paid up Page 5 of 8 — Lease (300 S. Woodrow Lane) EXHIBIT 1 until the time of the casualty. 20. Indemnification /Hold Harmless. The Tenant shall indemnify, defend, and hold harmless the Landlord, its employees, officials and agents against any and all claims, demands and lawsuits, and shall pay all costs and attorney's fees incurred in the defense thereof, for any injury to persons or Premises damage, including claims of the Tenant's employees, agents and invitees allegedly resulting from any act, incident, or accident arising from or relating to the Tenant's use of the Leased Premises. Landlord and its employees and agents are not �l*a le to Tenant or Tenant's employees, patrons, visitors, invitees, or any other persons for a�n inj tf to any of those persons or for any damage to personal Premises caused by an act, S*' n, or neglect of Tenant or Tenant's agents or of any other tenant of the Premises of wh°� %e�Leased Premises area art. The Tenant shall not b this provision, be required to in �f defend or p Y p q ``� hold harmless the Landlord for any loss or damage, or cost incurred in de ch arises out of the sole negligence of the Landlord. The Tenant's obligation to ind e Landlord shall not be relieved by its obligation to provide insurance coverage set fohe�. 21. Surrender /Holding Over. Tenant shall surrender fh,e' Leased Premises at the expiration of the Lease Term, or extension, in good order, co t :/' d repair, reasonable wear roie and tear excepted. Tenant's failure to surrender the Lea Pinises when the Lease expires A �•�.�.�..v constitutes a holding over, which will be construed as," 'ht from month to month at a rental rate of Two Dollars and No /Cents ($2.00) per month GGGG� 22. Condemnation. If any substan t of the Leased Premises is taken for public or quasi - public use under governmental 1v1 ance, or regulation or by right of eminent domain, or if the Leased Premises a� j to a condemning authority under threat of ..... condemnation this Lease will terminat�ie rent will be abated during the unexpired portion of the Lease, effective from the datehysical taking of the Leased Premises. 23. Non - waiver Off'l ch. The failure of either party to insist upon strict performance of any of th ci er nts and agreements of this Lease or to exercise any option herein contained in an.4Afe/or more instances shall not be construed to be a waiver or relinquishment of a °r any other, covenant or agreements; but the same shall be and remain in full force an ect. 24. %: irY of Essence. Time is of the essence in this Lease. 25 ,;*1'....fflinding Agreement. Subject to the provisions of this Lease pertaining to assig �',tf Tenant's interests this Lease and all of its terms provisions and covenants will a�'�be binding on, and inure to the benefit of the parties and their respective successors and assfi. 26. Other Documents. Each party undertakes to execute such additional or other documents as may be required to fully implement the intent of this Lease. 27. Cumulative Rights and Remedies. The rights and remedies addressed by this Lease are cumulative and the use of any one right or remedy by either party does not preclude or waive its right to use any or all other remedies. All rights and remedies under this Lease are EXHIBIT 1 given in addition to any other rights the parties may have by law, statute, ordinance, or other source. 28. Governing Law. This Lease will be governed by and interpreted under the laws of the State of Texas, regardless of any conflict -of -law rules. Venue for any legal proceeding shall be Denton County, Texas. 29. Severability. In case any of the provisions contained in this Lease is f any reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, mega or unenforceability will not affect any other Lease provision and this Lease will be co a as if the invalid, illegal, or unenforceable provision had never been contained in it. 30. Entire Agreement. This Lease constitutes the entire a e tween the parties. All understandings, discussions, and agreements previously in weep the parties, written or oral are superseded by this Lease and neither party icy„ irk 'on any warranty, statement, or representation not contained in this Lease. 31. Amendment. No amendment, modification #d4terhtion of the terms of this Lease will be binding unless it is (a) in writing, (b) dated t -date of the Lease, and (c) duly executed by the parties to the Lease. 32. Attorney's Fees. Any signatory t, f ' Lease who is the prevailing party in any legal proceeding against any other signatory btu t under or with relation to this Lease or this transaction will be additionally entitled to W court costs, reasonable attorney fees, and all other out -of- pocket costs of litigation ing14in deposition, travel, and witness costs, from the non - prevailing party. The term "prev rty" means the party that has succeeded on a significant issue in the litigation ancyac d a benefit with respect to the claims at issue taken as a whole whether or not damaes��r6/, ctually awarded to that party. 33. Construetia� %/Not ing contained herein shall create the relationship of principal 4MO1 and agent, of partnerships omt venture between the parties hereto. 34. Notie t1 to either Landlord or Tenant will be sent by prepaid certified mail, return rec m txequ° sted or by courier delivery to the address of each party as set out below its respective�fgr' a or by other delivery to the Leased Premises. a l' 3��, germination. °MeW a. Termination by Landlord. Landlord may terminate this Lease at any time for any reason with or without cause by giving a sixty (60) days advance written notice to Tenant. b. Termination by Tenant. In the event the Leased Premises is structurally unsound, destroyed, or damaged by fire, earthquake, act of God or other casualty to such an extent that Tenant cannot use the Leased Premises in a safe manner for its purposes, it shall be optional with Tenant to terminate this Lease by giving thirty (30) days advance written notice to the Landlord. Landlord is under no obligation to repair or replace Page 7 of 8 — Lease (300 S. Woodrow Lane) EXHIBIT 1 Leased Premises damaged or destroyed by any casualty or occurrence. 36. Extension Option. Tenant may, at its option, extend the Term for one (1) renewal period of One Hundred and Twenty (120) months ( "Renewal Period ") by giving written notice to Landlord ( "Renewal Notice ") no earlier than twelve (12) or later than six (6) months before the Lease Term expires, provided that at the time of the notice and at the commencement of the Renewal Period, (a) Tenant remains in occupancy of the Leased Premises and (b) no uncured event of default exists under the Lease. The Rent payable during the Renewal Period will /4 Two Dollars and No /Cents ($2.00) per year paid in one payment of Twelve Dollars ($12.00p�a�le to the Landlord simultaneously with the delivery of the Renewal Notice to Land as provided in this Extension Option, all terms and conditions of the Lease will cc� o apply during each Renewal Period. In addition, the rights granted under this Exte si Option will terminate on the assignment of the Lease or the subleasing of all or a 1k 'f the Leased Premises. " ° "'' Landlord and Tenant have executed this Lease to be effect'y,��t a date it is executed by Landlord. l CITY OF IS EN " a Tex"'i drule municipal corporation r t `G f e C. Campbell, City Manager rror, °address: City of Denton `� -, 215 E. McKinney St. �`vG,, Denton, Texas 76201 �G APPROVED AS TO M: ANITA BURGESS, TORNEY l By: //Aft, 'Jr ,........ ioiiiiii/%'6 TENANT: MONSIGNOR KING OUTREACH CENTER, a Texas non - profit corporation Roy Metzler, President Address: 1205 Palo Verde Denton, Texas 76210 S:ALegal \Our Documents \Ordinances \15 \Shelter Lease Ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE ON BEHALF OF THE CITY OF DENTON A LEASE OF PROPERTY BETWEEN THE CITY OF DENTON AND MONSIGNOR KING OUTREACH CENTER, ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE, FOR THE OPERATION OF A HOMELESS SHELTER AT 300 WOODROW LANE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Lease Agreement between the City and Monsignor King Outreach Center, attached hereto and made a part hereof by reference (the "Lease "), serve a municipal and public purpose 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 the Lease and to exercise all rights and duties of the City under the Lease, including authorizing and ratifying 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. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: V✓1 s City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1003, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider adoption of an ordinance closing, abandoning and vacating a portion of the right -of -way on Texas Street between the northwest corner of Lot 1, Block A, East College Addition, to the East, and the Union Pacific Railroad corridor, to the West, being a 0.641 acre tract: and providing an effective date. (Abandonment of Texas Street located within the main Service Center compound) BACKGROUND City Staff has made a formal request to abandon and vacate a portion of Texas Street. The portion of Texas Street that is being requested for abandonment is within the fenced and gated area of the City Service Center. The abandonment request is necessary for the platting and future expansion of the City Service Center improvements. The subject abandonment request was reviewed by The Development Review Committee, and staff recommends the approval of the request. Staff performs an analysis on the request for abandonments as follows: ■ Is the right -of -way tract requested for abandonment considered "excess right -of- way "? ■ Does the right -of -way tract that is requested for abandonment have a continued public use? ■ Is it in the best interest of the general public to abandon the government's rights in the subject abandonment tract? ■ Would the granting of this request establish a precedent for right -of -way abandonment for future requests? Staff findings on this analysis are as follows: 1. The requested right -of -way abandonment tract fits the criteria of "excess right -of- way." Typically, excess right -of -way is defined as: Property acquired or used by the City for right -of -way subsequently declared excess (not needed for any public project, the continuation of operation and maintenance of public facilities, and /or no foreseeable utility application in the future). In the case at hand, seeing as the City of Denton is the abutting property owner, the only criteria that is applicable are that there is no longer an need to provide for general public use, i.e. vehicular / pedestrian travel or placement of franchise utilities. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -1003, Version: 1 2. The right -of -way abandonment tract has no continued public use, in respect to general public use, i.e. vehicular / pedestrian travel or placement of franchise utilities. 3. The right -of -way abandonment is in the public interest because the area for the subject abandonment is no longer needed by the general public or franchise utilities. 4. This abandonment will not set precedent because the above three standards have been met. OPTIONS 1. Recommend approval of the Ordinance. 2. Do not recommend approval. RECOMMENDATION Staff recommends approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT Fall of 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Developmental Review Committee recommended approval on September 4, 2015. FYHIRITC 1 Location Map 2 Site Map 3 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 10/15/2015 Exhibit 1 LOCATION MAP COL EGE � J w z YAK r Q Q W-� ADMIN D O STRATI ........................................................ ............................... m G Q . .. ................... � J J HIRP City S @rVIC@ Center w W U V%ALNL T TH RD GROVE ......... .................................. ............................... .. ............ a w � = SE GARY--J m COLLEGE O D Co PAISLEY I RTL Q �- m SYC MORE W _ s z S HMITZ Z YAK AIL Q � MAY w � Q U V%ALNL T w MULBERRY Co PAISLEY �- m SYC MORE W �? z STROUD - Co w PRAIRIE z NN U Oo w W w DA IS O o ~ a LAND p PACO T AIL MAY w ;� �j PAISLEY W Co NN 0 w Oo w W = DA IS O o ~ z LAND p m w OAK p 0 HICKORY N O Z m U MU BE RY AM RE W 0 Q � PRAIRIE G m m PRAIRIE W 'a m Exhibit 2 SITE MAP N W E S Exhibit 2 to the CC AIS Texas Street Abandonment 340 170 340 680 lcoliv 1,020 DENTON = Feet ORDINANCE NO. AN ORDINANCE CLOSING, ABANDONING AND VACATING A PORTION OF THE RIGHT -OF -WAY OF TEXAS STREET BETWEEN THE NORTHWEST CORNER OF LOT 1, BLOCK A, EAST COLLEGE ADDITION, TO THE EAST, AND THE UNION PACIFIC RAILROAD CORRIDOR, TO THE WEST, BEING A 0.641 ACRE TRACT: AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas ( "City ") no longer requires the continued existence of a portion of Texas Street for the public convenience and necessity related to streets; and WHEREAS, the 0.641 acre property tract to be abandoned and vacated is located in the B.B.B. & C.R.R. Co. Survey, Abstract No. 185 and further described and depicted in Exhibit "A" which is attached and made a part hereof ( "Abandonment Tract "); and WHEREAS, the Development Review Committee of the City of Denton, Texas reviewed the requested closure, abandonment and vacation of the Abandonment Tract and has recommended approval; and WHEREAS, the City's Council has determined that the Abandonment Tract is no longer needed for public use as a public right -of -way; and WHEREAS, the City of Denton is the underlying and abutting fee simple owner of Abandonment Tract; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Abandonment Tract is hereby closed, abandoned, and vacated and all right, title and interest vested in the Public as a public right -of -way in and to the Abandonment Tract reverts to the abutting owner, City of Denton. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR S:ALe2al \Our Documents \Ordinances\l 5V "Texas Street ROW Abandonment Ordinance - City Service Center Compound.docx ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT "A" RIGHT -OF -WAY ABANDONMENT (Texas Street) BEING a 0.641 acre strip of land known as Texas Street out of the B.B.B. & C. R.R. Co. Survey, Abstract No. 185, City of Denton, Denton County, Texas, and being a part of East College Addition, per the Plat recorded in Volume 330, Page 37 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner in the South line of said Texas Street, said point being the common North corner of Lot 1 and Lot 18, Block A of the above cited East College Addition; THENCE South 89 °10'48" West along the South line of said Texas Street and the North line of said Lot 18 part way, for a distance of 211.00 feet to a point for corner in the East line of a called 13.5 acre tract of land conveyed to the City of Denton, per Deed recorded in Volume 511, Page 413 of the Deed Records of Denton County, Texas, said point also being the Northwest corner of the abandoned Crawford Street right -of -way, per City Ordinance No. 6455; THENCE North 00 °04'28" West along the East line of said 13.5 acre tract, for a distance of 30.00 feet to a point for corner at the Northeast corner of said 13.5 acre tract, said point also being in the projected centerline of said Texas Street; THENCE South 89 °10'48" West along the North line of said 13.5 acre tract and the projected centerline of said Texas Street, for a distance of 528.43 feet to a point for corner in the Southeast line of the Union Pacific Railroad (a 100' wide right -of -way formerly known as the Texas & Pacific Railroad); THENCE North 51 °52'17" East along the Southeast line of said railroad, for a distance of 49.50 feet to a point for corner in the North line of said Texas Street, said point also being the West corner of a called 1.83 acre tract of land conveyed to the City of Denton, per Deed recorded in Volume 513, Page 699 of the Deed Records of Denton County, Texas; THENCE North 89 °10'48" East along the North line of said Texas Street, and along the South line of said 1.83 acre tract, the South line of a tract of land conveyed to the City of Denton per Deed recorded in Volume 515, Page 649 of the Deed Records of Denton County, Texas and the South line of a tract of land conveyed to the City of Denton per Deed recorded in Volume 532, Page 372 of the Deed Records of Denton County, Texas, for a distance of 700.50 feet to a point for corner; THENCE South 00 °02'01" East for a distance of 60.01 feet to the POINT OF BEGINNING, and containing 0.641 acres of land, more or less. Todd B. Turner, R.P.L.S. ............................. Teague Nall & Perkins . 7uRNER 1517 Centre Place Drive, Suite 320 ....... 4. • ••••• :A 4859 �;• Denton, Texas 76205 �•••Pp -cS Sao? Q¢ 940- 383 -4177 gtio Page 1 of 3 (c \' L 1 )'T, CITY OF DENTON M w' VOL. 515, PG. 649 z F� D.R.D.C.T. W o� u ILI n LLI N �� N 89 010'48" E 700.50' W Z Z S 89 010'48" W 528.43' 4 N 00 004'28" W--'""' 30.00' CITY OF DENTON CALLED 13.5 ACRES VOL. 511, PG. 413 D.R.D.C.T. TEXAS STREET RIGHT -OF -WAY LEGEND • 1/2 IRON ROD FOUND (UNLESS OTHERWISE NOTED) O 5/8 1RON ROD STAMPED "TNP' SET 1517 Centre Place Drive, Suite 320 CALCULATED POINT (CM CONTROLLING MONUMENT 1RF CAPPED IRON ROD FOUND (} DEED CALL www,tnpinc.coni PONCR POLE E GUYMRE FIRE HYDRANT ® WATER VALVE ® WATER METER E3 ELECTRIC METER M TELEPHONE RISER d slcN PROPERTY BOUNDARY U ADJACENT PROPERTY LINE - -- BARBWIRE FENCE —:.- -o - o--o -- CHAINLINK FENCE — EXISTING EASEMENT LINE _ \ \� ASPHALT PAVEIAENT OVERHEAD ELECTRIC LINE 0.641 ACRES h S 89 °10'48" W 211.00' 0 1. Z Wz 18 W i c� Y/ U O w 17 0 ®� QG 'b G�vO 4v. 16 b NOTES: 1. BEARINGS OF LINES SHOWN HEREON ARE REFERENCED TO GRID NORTH OF THE TEXAS COORDINATE SYSTEM (NORTH CENTRAL ZONE NO. 4202. NAD83 (CORS96) EPOCH 2002.00), AS DERIVED LOCALLY FROM Vrf.Sl ERN DATA SYSTFMS CONTINUOUSLY OPERATING REFERENCE STATIONS (CORS) VIA REAL TIME KINEMATIC (RTK) METHODS. ALL DISTANCES SHOV'M HEREON REPRESENT SURFACE VALUES UTILIZING AN AVERAGE COMBINATION FACTOR OF 1.000150630 TO SCALE FROM GRID_ 2. THIS EXHIBIT WAS PREPARED WTHOUT THE LIENEF IT OF A CURRENT TITLE COMMITMENT OR REPORT. ADDITIONAL EASEMENTS AND /OR OTHER MATTERS OF RECORD MAY EXIST T14AT ARE NOT SHONIN HEREON 0 * T�\ I �:•� � FO •".lP ............................. TODD B. TURNER i ................. 4859.P ::. S S 0 CITY OF DENTON VOL. 532, PG, 372 D.R.D.C.T. CHA/NLINK FENCE �-S 00 °02'01 " E 60.01' TEXAS ST. AsP TPAV MEHr (60-RIGHT-OF-WAY PER x x x x 1!2 IRF (CM) POINT OF BEGINNING 1 BLOCK A EAST COLLEGE ADDITION VOL. 330, PG. 37 D.R.D.C.T. T/2 IRF 0 60 120 SCALE: 1 " = 60' f VLa IRffT npn 3 � 2 3 TNP PROJECT NO. [)EN 14263 PAGE 2 QF� CJ 2014 COPYRIGHT RT TEAGU£ NALL AND PERKINS, 1NC. A'..L RIUCS RE'£RVEA teague nail & perkins All xr z 1517 Centre Place Drive, Suite 320 ' Denton, Texos 76205 tnp 940.383.4177 ph 940.383.8026 fx TBPLS Firm No. 10011601 www,tnpinc.coni i.\P 14263 Denton Service Centetc3cfs1 1ey',DEN 14263 ARANDONMEN Ld,,Q CITY OF DENTON VOL. 532, PG, 372 D.R.D.C.T. CHA/NLINK FENCE �-S 00 °02'01 " E 60.01' TEXAS ST. AsP TPAV MEHr (60-RIGHT-OF-WAY PER x x x x 1!2 IRF (CM) POINT OF BEGINNING 1 BLOCK A EAST COLLEGE ADDITION VOL. 330, PG. 37 D.R.D.C.T. T/2 IRF 0 60 120 SCALE: 1 " = 60' f VLa IRffT npn 3 � 2 3 TNP PROJECT NO. [)EN 14263 PAGE 2 QF� CJ 2014 COPYRIGHT RT TEAGU£ NALL AND PERKINS, 1NC. A'..L RIUCS RE'£RVEA �V, PPO� XXX P �X y N 59 052'97 " ?CE 49.50' TE "'A LEGEND • 1/2 IRON ROD FOUND (UNLESS OTHERWISE NOTED) O 5/8 IRON ROD STAMPED 'TNP' SET 0 CALCULATED POINT (CM CONTROLLING MONUMENT IRE CAPPED IRON ROD FOUND () DEED CAL. POWER POLE E GUYW:RE �- FIRE HYDRAIIT • WATER VALVE ® WATER METER ELECTRIC METER M TELEPHONE RISER q sla PROPERTY BOUNDARY LINE ADJACENT PROPERTY LINE --- BARBWRE FENCE CHAINUNK FENCE _ - EXISTING EASEMENT UNE d \. ASPHALT PAVEMENT ac OVERHEAD ELECTRIC UNE NOTES: 1, BEARINGS OF LINES SHOWN IIEREON ARE REFERENCED TO GRID NORTH OF THE TEXAS COORDINATE SYSTEM (NORTH CENTRAL ZONE N0, 4202, NAD83 (COBS %) EPOCH 202.00), AS DERIVED LOCALLY FROM WESTERN DATA SYSTEMS CONTINUOUSLY OPERATING REFERENCE STATIONS (COBS) VIA REAL TIME KINEMATIC (RTK) METHODS. ALL DISTANCES SHOWN HEREON REPRESENT SURFACE VALUES U1lUZING AN AVERAGE COMBINATION FACTOR OF 1.000150630 TO SCALE FROM GRID. 2, THIS EXHIBIT WAS PREPARED W9THOUT THE 13ENEFIT OF A CURRENT "TITLE COMMITMENT OR REPORT. ADDITIONAL EASEMENTS AND /OR OTHER MATTERS OF RECORD MAY EXIST THAT ARE NOT SHOWN HEREON. CITY OF DENTON CALLED 1.83 ACRES VOL. 513, PG. 699 D.R.D.C.T. N 89010'48"E 700.50' S 89 090'48" W 528.43' CITY OF DENTON CALLED '13.5 ACRES VOL. 511, PG. 413 D.R.D.C.T. RA C tom° �1�`,��.�1 ;iob OF ;,-S T r� ............................. TODD B. TURNER .......................... 859 ��••.'POFf S S�0• -t"�1! 0 60 120 f SCALE: I"= 60' FXI-IIRIT "R" League nail & perkins �- tv, r x. 1517 Centre Place Drive, Suite 320 Denton. Texas 76205 Q� 940.383.4177 ph 940.383.8026 fx TBPLS Firm No. 10011601 -- .1npinc.com 1422 BEING 0.641 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABST. NO. 185 DENTON,TEXAS TNP PROJECT NO. DEN14263 PAGE 3 OF 3 O 201A COPYRIGHT BY TEAGUE HALL AND PERKINS, INC. ALL RIG1TS RESERVED. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -1006, Version: 1 DEPARTMENT: ACM: Date: Transportation John Cabrales, Jr. October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting U -turns for any vehicle travelling northbound at the 800 Block of North Loop 288; providing a repealer clause, providing a savings clause; providing a penalty of a fine not to exceed two hundred dollars ($200) for violations of this ordinance; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). BACKGROUND Earlier this year staff brought forward a recommendation to restrict left turns from westbound Russell Newman Boulevard to southbound Loop 288 to improve traffic safety at this intersection. The Traffic Safety Commission supported the recommendation and forwarded the recommendation to the City Council which passed an ordinance on May 8, 2015, restricting left turns to southbound Loop 288. As part of the discussion with the Traffic Safety Commission, concern was raised that a large number of motorist may execute right hand turns to northbound Loop 288 from Russell Newman and attempt U -turns to southbound 288 at the earliest opportunity creating a safety hazard. The first opportunity to execute a U -turn to southbound 288 is the break in the median that allows access to the entrance of the Department of Public Safety (DPS) in the 700 block of Loop 288. This is located approximately 250 feet south of a crest of a small rise partially obstructing the line of sight for northbound drivers attempting U- turns. Staff agreed to monitor the traffic patterns and follow up should conditions warrant. The Denton Police Department reported that they have worked multiple accidents at this location and have requested that U -turns be prohibited at this location due to safety concerns. Staff has contacted the Texas Department of Transportation (TxDOT) Denton Area Office and the TxDOT Area Engineer is supportive of the request. OPTIONS 1. Adopt ordinance prohibiting U turns 2. Do not adopt ordinance 3. Provide staff additional direction RECOMMENDATION City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -1006, Version: 1 Staff recommends support of an ordinance prohibiting U turns in the 800 block of northbound North Loop 288. ESTIMATED SCHEDULE OF PROJECT Ordinance will become effective fourteen (14) days from the date of passage. The ordinance will be published in the Denton Record- Chronicle within 10 days of the date of its passage. Staff will forward ordinance to TxDOT staff upon passage to initiate implementation/posting of requisite signage. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Traffic Safety Commission considered and recommended the ordinance as part of their October 5, 2015 regular meeting. FISCAL INFORMATION Publication fees for public notice in the Denton Record- Chronicle. Signage would be installed by TxDOT. EXHIBITS 1. Site Map 2. Graphic - Northbound Loop 288 near FEMA and DPS 3. Ordinance Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 2 of 2 Printed on 10/15/2015 s L O Z V C) x _ w m O O 00 CL cm G cI'f cv 4� cu M V) 0 cu E CL cu n _0 LU U- Exhibit 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROHIBITING U -TURNS FOR ANY VEHICLE TRAVELLING NORTHBOUND AT THE 800 BLOCK OF NORTH LOOP 288; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF A FINE NOT TO EXCEED TWO HUNDRED DOLLARS ($200) FOR VIOLATIONS OF THIS ORDINANCE; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and /or marking or any combination thereof are in place giving notice thereof, no person travelling northbound at the 800 block of North Loop 288 shall make a u -turn. SECTION 2. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 3. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 4. An individual adjudged guilty of any provision of this Ordinance shall be guilty of a misdemeanor and punished by a fine not to exceed Two Hundred Dollars ($200.00). SECTION 5. This Ordinance providing for a penalty 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, the official newspaper of 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 mu CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1007, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the west side of Bryan Street from its intersection with West Oak Street to its intersection with Scripture Street; providing a repealer clause, providing a savings clause; providing a penalty not to exceed five hundred dollars ($500) for violations of this ordinance shall be governed by Chapter 18 of the code of ordinances of the City of Denton; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). BACKGROUND The City of Denton recently received a petition request (Exhibit 1) from Donald Moore for the consideration of parking restrictions on the west side of Bryan Street from Oak Street to Scripture Street. Staff worked closely with Mr. Moore on this petition request to include a joint site visit to Bryan Street to review current impact of on- street parking. The Law The current City of Denton ordinance concerning generalized parking restrictions, Sec. 18- 91.50. - "Stopping or parking prohibited in certain places" reflects the State laws concerning the noted items herein. Of particular interest for this situation, and as noted in various locations throughout this document, is: • (a) An operator may not stop or park a vehicle: (10) Within five (5) feet of a public or private driveway or blocking any portion of a public or private driveway or access to such driveway. • (b) An operator may not, except momentarily to pick up or discharge a passenger, stop or park an occupied or unoccupied vehicle: (1) In front of a public or private driveway or within five (5) feet of a driveway; (2) Within fifteen (15) feet of a fire hydrant; (3) Within twenty (20) feet of a crosswalk at an intersection; (note: this does not specify whether it is marked or not and so, means either) Bryan Street from Oak Street to Scripture Street Bryan Street is an asphalt street with concrete curb and gutter along its entire length (Location Map attached as City of Denton Page 1 of 4 Printed on 10/15/2015 File #: ID 15 -1007, Version: 1 Exhibit 2). Bryan Street has an average width of just over 28 feet (from face of curb to face of curb). Along Bryan Street, development on both sides, consists of leased single family houses as well as apartment complexes. Currently, the easterly side of Bryan Street has restricted parking. Because this section of Bryan Street is within the University of North Texas area of influence, there is substantial student parking. A number of students parking in this area are in clear violation of current City of Denton parking laws and others being inconsiderate of the property owner's clients by partially obstructing driveways. There are also a number of dumpsters along this section that are frequently obstructed by parked cars, making them inaccessible for City services. The Petition Process Typically, the City requires 100% participation of the owners of the property on both sides of an entire block (even if only one side is restricted) with a minimum of 60% of the owners required to be in favor of the restriction for the side of the restricted block. If only one side is being restricted, a petition informs the property owners on the other side allowing them to determine if: 1) A potential resulting shift in the parking to their side will it cause them undue hardship and thus oppose the proposed restriction or 2) Allow them to join the request to have their side restricted also. The Petition Mr. Moore achieved getting 6 of the 10 property owner's signature on the petition (minimum 60% required). Mr. Moore had difficulty in obtaining the signatures from four other property owners but, the following items for each should also be noted /considered: • 1410 Oak Street with frontage on Bryan Street - a vast majority of this property's frontage on Bryan Street is a wide drive - access to service the on -site parking. What little frontage that is not a part of the drive - approach, is a section on the southerly portion of the property that is already restricted as a result of the stop sign, fire- hydrant, crosswalk, and approximately one vehicle length of parking area on the northerly portion of the property. As such, this property effectively has no or limited on- street parking capability, except for the one noted vehicle. This property provides a number of on -site parking stalls to accommodate lessees. It should be noted that Mr. Moore has indicated that he did contact the owner and the owner choose to not participate. • 403 Bryan Street - all of this property's frontage on Bryan Street is a drive access with a portion of it being a driveway to service the property and the remainder to service the head -in parking that is immediately off the public right -of -way (ROW). Therefore, this property effectively has no on- street parking capability. It should be noted that Mr. Moore did attempt to contact the owner and the owner choose to not participate. • 1401 Scripture Street with frontage on Bryan Street- all of this property's frontage on Bryan Street is a drive access with a part being a driveway to service the property and the remainder to service the head - in parking that is immediately off the public ROW. This property effectively has no on- street parking capability. It should be noted that Mr. Moore indicated that he did contact the owner and the owner choose to not participate. • 1519 Scripture Street with frontage on Bryan Street - Mr. Moore has indicated that he did attempt to contact the owner and it was determined that the property is currently vacant. The building was used to facilitate various human services and per a posted note on the front door, is under the authority of the City of Denton Page 2 of 4 Printed on 10/15/2015 File #: ID 15 -1007, Version: 1 US Department of Housing and Development (HUD). Mr. Moore was unable to find a person who would accept responsibility for participating in the petition process. Staff Considerations There are safety issues relating to the blockage of the fire hydrants on Bryan Street as a result of on- street parking. This, and the ongoing street parking violations relative to the location to a stop sign, is an issue because of the City's limited number of staff to enforce these violations, thus encouraging repeat offenses. Many of the violators are not long time citizens of Denton and so, even when a ticket is issued, it most likely disregarded. The partial blockage of driveways is also a violation, causing an inconvenience to the users of the various properties. Finally, there is the blockage or near blockage of dumpsters. In the case where a dumpster is located in the street, vehicles are parked so close that the garbage truck cannot maneuver the dumpster to avoid damaging the vehicle that next to it. OPTIONS 1. Approval of a no parking restriction ordinance for the west side of Bryan Street from Oak Street to Scripture Street. 2. Denial of the request for a no parking restriction ordinance for the west side of Bryan Street from Oak Street to Scripture Street. 3. Provide staff with additional direction to address on- street parking on the west side of Bryan Street from Oak Street to Scripture Street. RECOMMENDATION Staff recommends the approval of a no parking restriction ordinance for the west side of Bryan Street from Oak Street to Scripture Street. (Option 1). ESTIMATED SCHEDULE OF PROJECT Upon approval, the restriction would be posted in the Denton Record - Chronicle and the street segment could be posted with parking restriction within 14 -days. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 5, 2015, the Traffic Safety Commission recommended (4 -0) for the approval of a no parking restriction ordinance for the west side of Bryan Street from Oak Street to Scripture Street. (Option 1). FISCAL INFORMATION Approximately four signs and posts will be required. FYHIRITC City of Denton Page 3 of 4 Printed on 10/15/2015 File #: ID 15 -1007, Version: 1 1. Petition Fact Sheet and Completed Petition, submitted by petitioner 2. Location map and noted properties that did not participate in petition 3. Google photos, various locations, showing on- street parking availability 4. Ordinance Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 4 of 4 Printed on 10/15/2015 Exhibit 41, Petition Fact Sheet, submitted by petitioner PETITION REQUEST INFORMATION FORM THIS PETITION IS BEING CIRCULATED IN ORDER TO REQUEST THE CITY OF DENTON TO. INSTALUREMOVE/lIVIODIFY (circle one) PARKIN GISTANDING/STOPPING (circle one) RESTRICTION($), INCLUDING THE FOLLOWING CONDITION( S) (firrie resrtiction(s), day restriction(s), etc - indicate none if so). ---- 2) — ----------- 4) .. . . . ......... . ... . ...... . . ........ .. . 5) FOP THE I,OLLOWING: K) L) M) N) 0) THIS IS BEING REQUES FED BECAUSE: 00 �l be an owner of a p or whi0i the rosnction will a PeLi�?,�h'a presentative iva� rope If y 7 Lo— (print narna) --(print 8) (phone number) Once the petition drive receives sufficient signatures, a public meeting will be held. Depending an the comments received at this meeting as well as letters arid/or phone calls, additional requirements may be placed on the process, prior to acxeptanoe by the City. When all the requirements are met, this request will be schadu4d for the City Council's consideration for approval. Should you have any questions or concerns about this request or the process -is a whole, pieass contact the City at 940.349.7710, Exhibit #l, Completed Petition, submitted by petitioner - - - - - - ------------ ----- - - r� OU �s .. ... C7 Lgt C C C C '.. 0 :n Z ,: g 4� X f ro "vw rWam % ww n' a W 1 as a af' 2a7w' "La if wia j ° �" r w trod 6 "w nfy rFa f �,,.': x ^,a, iawa Y ro "dam wd r ab rzaro k a• u f aka �'a F r a� "aui ro ^^+ ; IT 11 Yl dro �ro y 0 n . w a �a Mw� w • w * w w N Milk • • A Exhibits 42 — location map and noted properties that did not participate in petition Exhibit 3 — Google Photos of On- Street Parking 1401 Scripture Street with frontage on Bryan Street, showing no on- street parking availability 1519 Scripture Street, frontage on Bryan Street looking northwesterly from south of property 1519 Scripture Street, frontage on Bryan Street looking southwesterly from north of property s: \legal \our documents \ordinances \15 \no parking ordinance bryan street.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROHIBITING PARKING ON THE WEST SIDE OF BRYAN STREET FROM ITS INTERSECTION WITH WEST OAK STREET TO ITS INTERSECTION WITH SCRIPTURE STREET; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and /or marking or any combination thereof are in place giving notice thereof, no person shall park a vehicle on the west side of Bryan Street from its intersection with West Oak Street to its intersection with Scripture Street. SECTION 2. The provisions of Section 1 prohibiting the parking of vehicles shall apply on the designated portion of the above named street or streets except when it is necessary to stop a vehicle to avoid conflict with other traffic or in compliance with the direction of a police officer or official traffic control device. SECTION 3. That all provisions of the ordinances of the City of Denton in conflict with the provisions of this ordinance are hereby repealed, and all other provisions of the ordinances of the City of Denton, not in conflict with the provisions of this ordinance, shall remain in full force and effect. SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 5. Save and except as amended hereby, all the provisions, sections; subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 6. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a provision of this Ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking Violations Division" of Chapter 18 of the Code of Ordinances. SECTION 7. This Ordinance providing for a penalty shall become effective 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, the official newspaper of the City of Denton, Texas, within 10 days of the date of its passage. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY : Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -1018, Version: 1 DEPARTMENT: ACM: Date: Airport Jon Fortune October 20, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and Mark Hicks Transport, LLC; and providing an effective date. The Council Airport Committee recommends approval (3 -0). BACKGROUND Airport staff was contacted in April 2015 by Mark Hicks, an aircraft owner and hangar tenant at Denton Enterprise Airport (DTO), who expressed an interest in leasing property to construct a new hangar to accommodate expansion of his aircraft charter business. Mr. Hicks owns and operates a Piper Navajo Aircraft similar to the aircraft pictured in Exhibit 1. He indicated an interest in constructing a large hangar from which to operate this and additional aircraft for a charter service based at DTO. Mr. Hicks is President of Hicks Lightning Protection, a company which has constructed business and commercial lightning protection systems in the area since 2005. In February 2015 he filed a Domestic Limited Liability Company (LLC) in the State of Texas designated as Mark Hicks Transport, LLC. Mark Hicks has contracted with a Denton based Architect, Mike Bates, to design a 9,300 square foot hangar to be constructed on a 23,435 square foot building site at DTO (Exhibit 2). The proposed lease of property is located at 4901 Lockheed Lane at Denton Enterprise Airport (Exhibit 3) RECOMMENDATION The final lease as signed by Mark Hicks Transport, LLC and approved as to form by the City Attorney is recommended by staff for approval. ESTIMATED SCHEDULE OF PROJECT If the property lease is approved, construction of a new hangar for operation of a charter service will commence within sixty (60) days. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The City Council Airport Committee considered this proposed lease at their meeting on July 22, 2015 and recommended by 3 -0 vote to present the lease to the City Council for approval subject to no material changes in City of Denton Page 1 of 2 Printed on 10/15/2015 File M ID 15 -1018, Version: 1 the final document as negotiated by Staff. FISCAL INFORMATION This parcel will lease for an initial term of forty (40) years beginning at a rate of $0.27 per square foot annually ($6,327.45). Beginning in October 2017, and every second year thereafter, the lease rate will be adjusted on the basis of the increase in the Consumer Price Index (CPI -U) for the Dallas -Fort Worth area. EXHIBITS 1. Piper Navajo aircraft 2. Site Plan for hangar to be constructed 3. Building Site location map 4. Ordinance with lease attached Respectfully submitted: Quentin Hix Director of Aviation City of Denton Page 2 of 2 Printed on 10/15/2015 Exhibit 1 Mark Hicks Transport, LLC Exhibit 4 ORDINANCE NO. AN ORDINANCE APPROVING A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND MARK HICKS TRANSPORT, LLC; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an airport lease agreement for commercial operator between the City of Denton Mark Hicks Transport, LLC in substantially the form of the Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 20th day of October, 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: � ,- Exhibit 4 AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR This Lease Agreement (the "Lease Agreement" or "Agreement ") is made and executed to be effective as of the 4"' day of August, 2015 (the "Effective Date ") at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor ", and Mark Hicks Transport, LLC, a Texas limited liability company, hereinafter referred to as "Lessee ". WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Denton Municipal Airport (the "Airport") in the City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee desires to lease certain premises at the Airport known as 4901 Lockheed Lane and construct, operate and maintain an aircraft hangar and related aviation facilities thereon; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: I. GENERAL CONDITIONS OF LEASE AGREEMENT A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related activities for furnishing services to the public is granted to Lessee subject to the terms hereof and to Lessee agreeing: 1. To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof; and 2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. NON - DISCRIMINATION. Lessee, for itself, its personal representatives, successors, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 1. No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied Exhibit 4 the benefits of, or otherwise be subjected to discrimination; 3. Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT. It is clearly understood by Lessee that no right or privilege has been granted in this Agreement which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own employees (including, but not limited to, maintenance and repair) that it may choose to perform. D. NON - EXCLUSIVE RIGHT. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U.S.C. §40103. E. PUBLIC AREAS. "Public Areas" or "Public Area" is that portion of the Airport, which is now or hereafter considered by the FAA, TxDOT, the City of Denton, or any other regulatory agency with oversight of the Airport to be the obligation and responsibility of the Lessor to operate and maintain for the common use and benefit of the general aviation public. The Airport Public Area includes, without limitation, any air navigation facility or structure designed and intended to serve the general public not specifically subject to an exclusive use agreement such as a lease agreement, license or permit. The Airport Public Areas include all runways, taxiways and other common -use paved, graveled or turfed areas and their respective protection zones, safety areas and/or object free areas; any other facility or facilities at the Airport that are eligible for federal or state grants or subsidies awarded on the basis of their serving the benefit of the public (including runways, taxiways, vehicle streets and alleys, public aircraft aprons /tarmac, vehicle parking areas, and drainage structures); field lighting and associated beacon and lighted wind and landing direction indicators; security, fire, and emergency medical facilities; directional signs; and perimeter or restricted access fences. Generally, the Public Area is the total area and facilities of the Airport exclusive of all non - public airport facilities, and may vary from time to time depending on the total land comprising the Airport and the change of land use at the Airport. F. LESSOR AND THIRD PARTY RIGHTS. 1. Lessor reserves the right to further develop or improve the Public Area of the Airport and any other property at the Airport not part of the Leased Premises as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. Airport Lease Agreement Mark Hicks Transport, LLC - Page 2 Exhibit 4 2. Lessor shall be obligated to maintain and keep in good repair the Public Area, together with the right to direct and control all activities of Lessee in this regard. 3. During time of war or national emergency, Lessor shall have the right to lease the Public Area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the Lease Agreement to the Government, shall be suspended. 4. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of Lessor, would limit the usefulness or safety of the Airport or constitute a hazard to aircraft or to aircraft navigation. The Lessee Improvements as currently contemplated in Section II.D. do not violate this provision. 5. This Lease Agreement shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the Airport. Provided, however, any such agreement shall be required to provide that (i) the United States recognizes this Lease Agreement and shall not disaffirm it, except in the event of a declared national or regional emergency; (ii) Lessee shall be entitled to use and occupy the Leased Premises and use the Public Areas in accordance with the terms of the Lease Agreement; (iii) Tenant shall be entitled to all of its rights under the Lease; and (iv) Tenant's possession of the Leased Premises shall not be disturbed by any such agreement, except in the event of a declared national or regional emergency. 6. This Lease is given and entered into and subject to all laws, ordinances, statutes, rules, regulations, directives, pennits, or standards of any governmental authority, entity, or agency (including, without limitation, the City of Denton, Texas, the State of Texas, the Federal Aviation Administration, and the Texas Department of Transportation), whether now in existence or hereafter enacted, adopted or imposed, and including, without limitation, any and all grant agreements or grant assurances now existing or as hereafter agreed to, adopted or imposed. II. LEASED PREMISES Lessor, for and in consideration of, and subject to, the terms, covenants and conditions set forth in this Lease Agreement to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease from Lessor, for the lease term described in Article III, the following described land situated in Denton County, Texas: Airport Lease Agreement Mark Hicks Transport, LLC - Page 3 Exhibit 4 A. LAND. A tract of land, being approximately 23,435 square feet or 0.538 acres, as described on Attachment "A ", such attachment being incorporated herein by reference (the "Leased Premises "). Together with the right of ingress and egress to the Leased Premises and the right in common with others so authorized of passage, upon the Public Area, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Lease Agreement, the term "Leased Premises" shall mean all property located within the metes and bounds described in Attachment "A ", including all Lease Improvements (as defined below) constructed or assumed by the Lessee. B. LESSEE ACCEPTS LEASED PREMISES. EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE AGREEMENT, LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE LEASED PREMISES AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE LEASED PREMISES, THE NATURE OF THE PAST OR HISTORIC USE OF THE LEASED PREMISES, AND /OR MERCHANTABILITY, SUITABILITY OR FITNESS FOR PURPOSE OF ANY OF THE LEASED PREMISES, ABSENCE OF LATENT DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO THE LEASED PREMISES. Lessee further acknowledges that, in executing and accepting this Lease Agreement, it has relied solely upon its independent evaluation and examination of the Leased Premises, and the independent evaluations and studies based thereon. Lessor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Lessee, if any, whether furnished by Lessor or any third party. Lessor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of any material furnished by Lessor, if any, or any of its officers, employees, elected officials and /or agents, and /or any other person or party, if any and Lessee hereby releases such parties from and against any claims related to such matters. Reliance on any material so furnished shall not give rise to any cause, claim or action against Lessor, its officers, employees, elected officials and /or agents, and any such reliance shall be at Lessee's sole risk. THE EXECUTION AND DELIVERY OF THIS LEASE AGREEMENT IS ON A "WHERE IS ", "AS IS ", AND "WITH ALL FAULTS" BASIS, AND IS WITHOUT REPRESENTATION OR WARRANTY, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE LEASED PREMISES AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE LEASED PREMISES, THE NATURE OF THE PAST OR HISTORIC USE OF THE LEASED PREMISES, THE QUALITY, QUANTITY AND VALUE OF THE LEASED PREMISES, FITNESS FOR PURPOSE, SUITABILITY, MERCHANTABILITY, Airport Lease Agreement Mark Hicks Transport, LLC - Page 4 Exhibit 4 ABSENCE OF LATENT DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO THE LEASED PREMISES. Lessee has satisfied itself as to the condition, quality and extent of the property and property interests which comprise the Leased Premises and the interests and rights provided by this Lease Agreement. Notwithstanding anything to the contrary set forth herein, Lessor hereby covenants, warrants, and represents that as of the Effective Date: (1) it owns fee simple estate in the Leased Premises and the Public Areas, (2) it has full right and power to execute and perform this Lease Agreement and to grant the leasehold estate demised herein, (3) its execution of this Lease Agreement does not require the approval or joinder of any other person, (4) no existing zoning ordinance or restrictive covenant prevents the use of the Leased Premises for the Permitted Use, (5) all necessary consents and approvals to lease the premises have been obtained, and (6) Lessee shall peaceably and quietly have, hold and enjoy the Leased Premises and all rights, easements, privileges and appurtenances belonging or in any wise appertaining thereto during the term of this Lease Agreement and any extensions thereof. C. IMPROVEMENTS PROVIDED BY LESSOR. The tenn "Lessor Improvements" shall mean those things on or adjacent to the Leased Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise noted herein, all Lessor Improvements are and will remain the property of Lessor. The Lessor Improvements on the Leased Premises are to provide site grading described in Attachment "B ", attached hereto and made a part hereof. There will be no additional improvements provided by Lessor, except as may be set forth in Article II.F., "Access to Utilities ".] D. IMPROVEMENTS PROVIDED BY LESSEE. Lessee shall construct or cause to be constructed buildings and other improvements on the Leased Premises and the applicable portion of the Public Area, if any (the "Lessee Improvements "), as described in Attachment "C ", at Lessee's sole cost, expense and risk (except as may be otherwise agreed to between Lessor and Lessee) in accordance with the plans and specifications which are subject to the review and approval in writing by the Lessor, as set forth herein and Article VIII, below. The term "Lessee Improvements" shall also include those real property and structural improvements having been made prior to the Effective Date and now existing on the Leased Premises, other than Lessor Improvements, if any. Lessee shall own such Lessee Improvements during the Lease Term, as provided in Article VIII. Except as provided otherwise in this Agreement, Lessee may not construct, locate, install, place or erect any other improvements upon the Leased Premises or the Public Area without the express written consent of the Lessor, such consent not to be unreasonably withheld or delayed. Lessee shall also construct appropriate culverts or drainage as required by City ordinances, as well as other improvements as determined necessary by Lessor or as required by City ordinances Construction of Lessee Improvements shall be commenced no later than 180 days (the "Cominencement Period ") following the Effective Date, and shall be completed no later than 360 days, after the Effective Date (the "Construction Period "). For the Airport Lease Agreement Mark Hicks Transport, LLC - Page 5 Exhibit 4 purposes hereof, construction of the Lessee Improvements shall be deemed to have commenced when all of the following events shall have occurred: (i) Lessor's written approval and acceptance of the final construction design plans and specifications is provided to Lessee, such approval and acceptance not to be unreasonably withheld or delayed; (ii) Lessee has been issued the required building permit(s) or licenses necessary to construct the Lessee Improvements; (iii) Lessee shall have received (and shall have provided or caused to be provided to Lessor) a true and correct copy of the FAA's determination to Lessee's filing Form 7460 Notice of Proposed Construction or Alterations or other such filings required by the FAA and, or TxDOT; (iv) Lessee's execution of a contract with a qualified general contractor; (v) proof of required Builder's Risk Insurance Policy and Payment and Performance Bond, as required in Article VIII, below, is provided to Lessor; and (vi) the initiation of actual mobilization of construction equipment on the Leased Premises and/or the area of the Public Area wherein Lessee Improvements are to be constructed, if any. Construction of the Lessee Improvements shall be considered complete upon (i) the issuance of a Certificate of Occupancy for the Lessee Improvements (other than the Lessee Improvements located on the Public Areas); and (ii) acceptance by the Lessor of the Lessee Improvements constructed upon the Public Areas, if applicable, such acceptance not to be unreasonably withheld or delayed. In addition, within 60 days after the Effective Date of this Lease Agreement ( "Condition Precedent Date "), Lessee shall provide to Lessor (i) a written estimate to construct Lessee Improvements certified by the design architect or engineer and prepared by a contractor who has demonstrated experience in the successful construction of improvements similar to the Lessee Improvements (the "Construction Cost Estimate "); and, (ii) a written schedule of construction to complete Lessee Improvements (collectively, "Conditions Precedent "). Should the Conditions Precedent not be met, either party may terminate this Lease Agreement by giving the other parry written notice within ten (10) days following the Condition Precedent Date, in which case this Lease Agreement shall be null and void and of no further force and effect, and all funds held on deposit with the Lessor and all documents and submittals provided to the Lessor shall be immediately refunded and returned to the Lessee. Such termination shall not prevent the Lessee from submitting a new proposed lease request at a later date. The parties may extend the Condition Precedent Date if agreed to by Lessor and Lessee, as evidenced in writing duly authorized and executed by both parties. E. EASEMENTS. Lessor and Lessee by mutual agreement may establish, on the Leased Premises, easements for public access on roads and taxiways. Nothing contained herein shall be deemed to affect Lessor's rights provided in Article X, below. F. UTILITIES. 1. Lessor represents that there are water, sewer and single -phase electricity lines within two hundred feet (200') of the Leased Premises available to "tap -in" by Lessee, and that the same are sufficient for usual and customary service on the Leased Premises. Lessor warrants and represents that separate meters for Airport Lease Agreement Mark Hicks Transport, LLC - Page 6 Exhibit 4 utilities can be installed on the Leased Premises by Lessee. 2. Lessee shall be responsible, at Lessee's sole cost and expense, for obtaining all utility connections at or for the Leased Premises and Lessee shall pay all charges for water, electricity, gas, sewer, telecommunications or any other utility connections, tap -in fees, impact fees, other fees or expenses of any kind and for services furnished to the Leased Premises during the Term hereof. Lessee agrees to contact all utility service providers and all other parties that may own or claim to own underground pipelines, telecommunications, cable or any other structure or facility, prior to any excavation or boring on or under the Leased Premises. Lessor shall in no event be liable or responsible for any cessation or interruption in any such utility services. Provided, however, if any utility to the Leased Premises should become unavailable for a continuous period in excess of forty -eight (48) hours and such unavailability is directly caused by Lessor, all Original Rent shall abate until utility service to the Leased Premises is restored. III. TERM A. TERM. The term of this Lease Agreement shall be for a period of forty (40) years, commencing on the 20th day of October, 2015 (the "Commencement Date ") and continuing through the 19th day of October 2055, unless earlier terminated under the provisions of the Lease Agreement (the "Lease Term" or "Term"), B. HOLDING OVER. If Lessee holds over and continues in possession of the Leased Premises after the Term of this Lease Agreement expires, the holding over may be considered by the Lessor, at the Lessor's option, a month to month tenancy binding Lessee to all terms and conditions as set forth herein with the following exception: The rental payment due Lessor herein shall be the amount per month at the last full month of the Term prior to expiration of this Lease Agreement, payable on the first day of each month thereafter, until the tenancy is terminated as provided herein. The holding over tenancy may be terminated at any time by Lessor or Lessee upon thirty (30) days written notice to the other party, or may be terminated by Lessor as a remedy in accordance with the terms of this Lease, as elected by Lessor. IV. PAYMENTS RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, the following payments, rentals and fees: A. LAND AND RENTAL. Rental shall be due and payable to Lessor in the sum of $0.27 per gross square foot, as determined and provided in Attachment "A ", said sum being stipulated herein as $6,327.45 per year (the "Original Rent "), payable in twelve (12) equal monthly installments in the sum of $527.29 in advance, on or before the 1 st day of each and every month during the term of this Lease Agreement. The first monthly payment under the terms of this Agreement shall be due the fast day of the month following issuance of a Airport Lease Agreement Mark Hicks Transport, LLC - Page 7 Exhibit 4 building permit by the City of Denton for improvements as described in Attachment B to this Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the I st day of October, at the beginning of the City's fiscal year, each and every year of this Lease Agreement. Notwithstanding the foregoing, the Original Rent will be reduced by the current lease rate per square foot, as adjusted by the CPI -U referenced in Section IV.C., times the number of square feet comprising all easements established in accordance with Section ILE. B. LESSOR IMPROVEMENTS RENTALS. None. There are no Lessor Improvements on the Leased Premises as of the Effective Date. C. PAYMENT PENALTY ADJUSTMENTS. All payments due Lessor fiom Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Comptroller's Office, 215 E. McKinney, Denton, Texas, unless otherwise designated in writing by the Lessor. If payments are not received on or before the 15`x' day of the month, the lesser of the maximum amount allowed by law and a five percent (5 %) penalty, will be due as of the 16th. If payments are not received by the first of the subsequent month, an additional penalty of the lesser of the maximum amount allowed by law and one percent (1 %) of the unpaid rental /fee amount will be due. The lesser of the maximum amount allowed by law and one percent (1 %) will be added on the first of each subsequent month until the unpaid rental /fee payment is made. Notwithstanding anything herein to the contrary, any such penalty shall be limited to but not exceed the maximum amount provided by law, if any. The Original Rent for the Leased Premises shall be readjusted at the end of each two (2) year period during the Lease Term, starting on the 1st day of October 2017 and every two (2) years thereafter, on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI -U) for the Dallas -Fort Worth Bureau of Labor Statistics bears to the July 2015 index, which was 218.676 (1982 -84 = 100). Each rental adjustment, if any, shall occur on the 1 st day of October, beginning 2017, and every second year thereafter on such date. The adjustments in the yearly rent shall be determined by multiplying the Original Rent by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this Lease Agreement. If the product of this multiplication is greater than the Original Rent, Lessee shall pay this greater amount as the new Original Rent until the time of the next rental adjustment as called for in this section. If the product of this multiplication is less than the Original Rent there shall be no adjustment in the Original Rent at that time, and Lessee shall pay the previous year's Original Rent until the time of the next rental adjustment as called for in this section. In no event shall any rental adjustment called for in this section result in an Original Rent less than the previous year's Original Rent. The adjustments herein shall be limited so that the Original Rent payment determined for any given two -year period shall not exceed the Original Rent payment calculated for the previous two year period by more than twenty percent (20 %) Airport Lease Agreement Mark Hicks Transport, LLC - Page 8 Exhibit 4 percent. If the consumer price index for all urban consumers (CPI -U) for the Dallas -Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the formula set forth above, but by substituting the index numbers for the Consumer Price Index - Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI -U) for the index numbers for the CPI -U applicable to the Dallas -Fort Worth geographical region. If both the CPI -U for the Dallas -Fort Worth geographical region and the U.S. City Average are discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI -U applicable to the Dallas -Fort Worth geographical region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the Lease Term, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor. V. RIGHTS AND OBLIGATIONS OF LESSEE A. USE OF LEASED PREMISES. Lessee is granted the non - exclusive privilege to engage in owner /operator activities providing only the following aviation services (herein "Permitted Use "): 1. Hangar and Office Space Leasing. Lessee is granted the non - exclusive right to rent hangar and office space. 2. General Aircraft Maintenance. Lessee is granted the non - exclusive right to conduct airframe and power plant maintenance services. 3. Aircraft Management Services. Lessee is granted the non- exclusive right to manage aircraft and flight operations for third parties. 4. Charter Flight Service. Lessee is granted the non - exclusive right to conduct charter flight services from the hangar to be constructed on the property described in this Agreement. 5. Aircraft Sales and Brokerage. Lessee is granted the non - exclusive right to engage in the sale and/or brokering of aircraft. 6. Tie -Down Services. Lessee is granted the non - exclusive right to charge for tie -down services on Lessee's property. Unless otherwise agreed to in writing by the Lessor, Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct any services not specifically listed in Airport Lease Agreement Mark Hicks Transport, LLC - Page 9 Exhibit 4 this Lease Agreement. The use of the Leased Premises by Lessee, its tenants, employees, invitees or guests shall be limited to only those private, commercial, retail or industrial activities having to do with or related to airports and aviation, as provided herein. Except as specifically authorized in this Lease Agreement, no person, business or corporation may operate a commercial, retail or industrial business upon the Leased Premises or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or indus- trial activity. B. STANDARDS. Lessee shall meet or exceed the following standards and perform the following activities or actions: 1. Address. Lessee shall file with the Airport Manager and keep current its mailing addresses, telephone numbers and contacts where it can be reached in an emergency. 2. List. Lessee shall file with the Airport Manager and keep current a list of its sub - lessees and shall keep current and provide to the Airport Manager, as requested, a list of all aircraft hangared or tied down on the Leased Premises within the previous twelve (12) month period. 3. Conduct. Lessee shall contractually require its employees and sub - lessees (and sub - lessee's invitees) to abide by the terms of this Lease Agreement. Lessee shall promptly enforce its contractual rights in the event of a default of such covenants by such employees and sub - lessees (and sub - lessee's invitees). 4. Utilities, Taxes and Fees. Lessee shall meet and pay all expenses and payments in connection with the use of the Leased Premises and the rights and privileges herein granted, including the timely payment of utilities, taxes, permit fees, license fees and assessments lawfully levied or assessed. 5. Laws. Lessee, at Lessee's sole cost and expense, shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated and /or occupation of the Leased Premises, including rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. 6. Maintenance of Property. Lessee shall be responsible for the maintenance, repair and upkeep of all property, buildings, paving, structures and improvements, including the mowing or elimination of grass and other vegetation on the Leased Premises and the Lessee Improvements constructed on the Public Area, if any, and shall keep the Leased Premises neat, clean and in respectable condition, free from any objectionable matter or thing, including trash or debris. Lessee agrees not to utilize or permit others to utilize areas on the Leased Premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft Airport Lease Agreement Mark Hicks Transport, LLC - Page 10 Exhibit 4 parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the Leased Premises. 7. Painting of Buildings. During the Lease Term, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) and building(s) located on the Leased Premises be repainted. The Lessor may require Lessee to repaint said exteriors according to Lessor's specifications (to specify color of paint, quality of workmanship and the year and month in which the hangar(s) and building(s) are to be painted, if needed.) Lessee shall complete the painting in accordance with such specifications within one (1) year of receipt of notice from Lessor. Lessee shall pay all costs and expenses involved in the hangar or building painting process. 8. Unauthorized Use of Leased Premises. Lessee may not use any of the Leased Premises for any use not authorized herein unless Lessor gives Lessee prior written approval of such additional use. Without limiting the foregoing, the Leased Premises shall not be used for the operation of a motel, hotel, restaurant, private club or bar, apartment house, flea market type sales, industrial, commercial, retail sales, storage of recreational vehicles, automobiles, or marine vehicles not incidental to uses permitted by this Lease, or any other use or purpose not expressly authorized by this Lease. 9. Dwellings. No dwelling or domicile may be built, moved to or established on or within the Leased Premises, nor may Lessee, its tenants, employees, invitees, or guests be permitted to reside or remain as a resident on or within the Leased Premises or other Airport premises. Lessee may have a pilot lounge, including restroom and shower facilities, for use by flight crew and passengers. 10. Quit Possession. Lessee shall quit possession of the Leased Premises at the end of the Lease Term, or upon cancellation or termination of the Lease Agreement, and deliver up the Lease Premises to Lessor in as good condition as existed when possession was taken by Lessee and as Lessee has constructed, or accepted at the beginning of the Term, including the Lessee Improvements and Lease Improvements provided in Section II.D. and Article VIII, hereof, reasonable wear and tear excepted. 11. Indemnity and Release. Lessee shall indemnify, hold harmless and defend the Lessor, its officers, agents, elected officials and employees, and hereby releases Lessor, its officers, agents, elected officials and employees, from and against any and all claims, liens, suits, liabilities, causes of action, demands, losses, damages and /or actions for damages, injuries to persons (including death), property damage (including loss of use), lost profits, and expenses, including court costs, attorneys' fees and other reasonable costs (collectively, "Claims "), occasioned by, arising from or incidental or related to the Lessee's occupancy or use of the Leased Premises or the Airport, the Airport Lease Agreement Mark Hicks Transport, LLC - Page 11 Exhibit 4 activities of Lessee and /or any party acting under the authority of, or rights granted by, Lessee conducted in connection with or incidental to this Lease Agreement, and /or Lessees' breach or default under this Lease Agreement, including without limitation all such Claims based on common, constitutional or statutory law or regulation, whether existing as of the date hereof or as may be created or recognized hereafter. Lessee must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees and other persons, as well as the Leased Premises and Lease Improvements, while in, on, or involved in any way with the use or occupation of the Leased Premises. Without limiting the indemnity and release provided herein, the Lessor shall assume no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise condition defects, whether real or alleged, which may now exist or which may hereafter arise upon the Leased Premises, responsibility for all such defects being expressly assumed by the Lessee. The Lessee agrees that, without limiting the indemnity and release provided herein, this indemnity and release provision applies to all Claims arising from all premise condition defects or related to the condition of the Leased Premises and /or the Lease Improvements, of any kind or type. THE LESSOR AND THE LESSEE EXPRESSLY INTEND THIS PROVISION TO RELEASE LESSOR, ITS OFFICERS, AGENTS, ELECTED OFFICIALS AND EMPLOYEES AND TO REQUIRE LESSEE TO INDEMNIFY AND DEFEND THE LESSOR, ITS OFFICERS AGENTS ELECTED OFFICIALS AND EMPLOYEES, FROM AND AGAINST ALL MATTERS SET FORTH IN THIS SECTION V.B.11. FROM THE CONSEQUENCES OF CAUSED BY OR RELATED TO THE LESSOR'S OWN NEGLIGENCE, OF ANY KIND TYPE OR DEGREE EXCEPT AS SPECIFICALLY PROVIDED BELOW. NOTWITHSTANDING THE TERMS OF THE PRECEDING SENTENCES THIS INDEMNITY AND RELEASE PROVISION DOES NOT APPLY TO ANY CLAIM WHERE THE INJURY, DEATH, OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE LESSOR UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. The provisions of this Section V.B.11. shall survive the expiration and termination of this Lease Agreement. 12. Chemicals and Other Substances. Lessee shall properly store, use, collect and dispose of all chemicals, chemical residues, paints and /or any other pollutant, contaminant, intermediate, hazardous substance, waste, asbestos containing material, petroleum product and any substance containing any of the above Airport Lease Agreement Mark Hicks Transport, LLC - Page 12 Exhibit 4 ( "Chemical "); to properly store, confine, collect and dispose of Chemicals, including without limitation, paint spray in the atmosphere; and to comply with all local, state and federal statutes, rules, regulations and ordinances governing the storage, handling, use or disposal of such Chemicals. Further, the Lessee shall be solely responsible for, and without limiting the provisions of Article V.B.11., shall indemnify Lessor against any and all claims, losses, liens, suits, fines, penalties, liabilities, damages, causes of action and demands, including without limitation, costs, liabilities and damages associated with the cleanup, remediation and disposal of said Chemicals, damage to the environment or natural resources, property damage and/or injury, disease or death of any person, related to discharges or releases, whether accidental or intentional, of any Chemical or any other matter, claim, loss, lien, suit, liability, damage, demand or cause of action associated with or related to the Chemicals. 13. Hazardous Activities. Should Lessee violate any statute, rule, restriction, order, ordinance or regulation of the City of Denton or the Federal Aviation Administration, or any other regulatory authority, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or, if so elected by Lessor, Lessee's agent on the Leased Premises, or to the person(s) on the Leased Premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the person(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s). In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the Leased Premises into conformance with the particular statute, rule, restriction, order, ordinance or regulation being violated or to remove or remediate any hazard described herein. Should Lessee, Lessee's agent, or the person(s) responsible for the violation(s) fail to cease and desist from said violation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty -four (24) hours following written notification, then Lessor shall have the right to enter onto the Leased Premises and correct the violation(s) at the sole cost and expense of Lessee, and Lessor shall not be responsible for any damages incurred to any improvements on the Leased Premises as a result of the corrective action process. In addition, such violation shall be considered a material default by Lessee authorizing Lessor, at its sole option and discretion, to exercise any and all other rights and remedies available to it under this Lease Agreement. Airport Lease Agreement Mark Hicks Transport, LLC - Page 13 Exhibit 4 C. SIGNS. No signs, posters, or other similar devices ( "Signage ") shall be placed on the exterior of the Lease Improvements, Lessor Improvements, if applicable, or on any portion of the Leased Premises or Airport property without the prior written approval of Lessor which shall not be unreasonably withheld or delayed. Lessee, at its sole expense, shall be responsible for the creation, installation and maintenance of all such Signage. Any Signage placed on the Leased Premises shall be maintained at all times in a safe, neat, sightly and good physical condition. All signage shall be removed fiom the Leased Premises by Lessee immediately upon receipt of instructions for removal of same from Lessor, including without limitation, upon expiration or termination of this Lease Agreement. If Lessee fails to remove the Signage then Lessor may do so at the sole cost and expense of Lessee. Subject to approval by Lessor as provided herein, Lessee may place two wall signs, no greater than thirty -two square feet each, identifying the commercial hangar operation. Notwithstanding anything contained herein to the contrary, all signage shall comply with all applicable City of Denton ordinances, including the City of Denton sign ordinance. D. ENTRY. Lessor and its designees shall have the right to enter the Leased Premises upon reasonable advance notice (written or oral) and at any reasonable times for the purposes of inspecting the Leased Premises, performing any work which Lessor elects to perform under this Lease Agreement, and exhibiting the Leased Premises for sale, lease, or mortgage. Any entry after the Effective Date by the Lessor shall be conducted with due regard for the construction activities or business being conducted on the Leased Premises, and shall not unreasonably interfere with Lessee's activities thereon. Where such is reasonable to do so, Lessor hereby agrees to provide Lessee with prior notice of any entry into or onto the Leased Premises. References to Lessor herein shall also include Lessor's employees, contractors, agents, and representatives. Nothing in this section shall imply any duty upon Lessor to do any work or perform any activity, which under any other provision of this Lease Agreement Lessee is required to perform, and any performance by Lessor shall not constitute a waiver of any default by Lessee hereunder. VI. COVENANTS BY LESSOR Lessor hereby agrees as follows: A. PEACEFUL ENJOYMENT. Upon payment of all rent, fees and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee (subject to the terms and conditions of this Lease Agreement) shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein granted; however, Lessee accepts this Lease Agreement subject and subordinate to any recorded mortgage, deed of trust, or other lien presently existing upon, or to any other matter of record in the Real Property Records of Denton County, Texas and/or that Lessee is otherwise charged with notice or inquiry notice, affecting the Leased Premises. B. COMPLIANCE. Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course Airport Lease Agreement Mark Hicks Transport, LLC - Page 14 Exhibit 4 of normal take -off and landing procedures from the Airport. VII. WEIGHT LIMIT OF AIRCRAFT A. RUNWAYS AND TAXIWAYS. Lessee shall limit all aeronautical activity, including without limitation, landing, take -off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of thirty thousand (30,000) pounds or less, unless and until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" referred to in this clause shall include any activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. Violation of the provisions of this section on two or more occasions during the Term shall be sufficient to cause (i) the immediate termination of this Lease Agreement, without opportunity to cure by Lessee; (ii) shall otherwise constitute a default hereunder wherein Lessor may resort to all other remedies provided in this Lease Agreement; and (iii) without limiting the provisions of Section V.13.11., subject Lessee to liability for any damages to the Airport that might result. Nothing contained herein shall be construed as creating any obligation on the part of Lessor to improve or modify any part of the Airport. VIII. LEASEHOLD IMPROVEMENTS A. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS. In addition to the Lessee Improvements, subject to the terms of this Article VIII, Lessee may construct upon the Leased Premises, at its own cost and expense, buildings, hangars and structures, that Lessor and Lessee mutually agree in their discretion, are necessary for use in connection with the operations authorized by this Lease Agreement ( "Additional Improvements "); pro- vided however, Lessee shall comply with all of the requirements of this Article VIII. B. REQUIREMENTS FOR LEASE IMPROVEMENTS. Before commencing construction activities related to the Lessee Improvements and/or the Additional Improvements upon the Leased Premises (the Additional Improvements and the Lessee Improvements are collectively referred to in this Lease Agreement as the "Lease Improvements "), Lessee shall submit to Lessor: 1. Documentation, specifications, or design work, prepared by an architect and/or engineer selected by Lessee which shall be reviewed and approved by the Lessor, which shall establish that the improvements to be built or constructed upon the Leased Premises and Public Area, if applicable, are in conformance with the overall size, shape, color, quality and design, in appearance and structure of the program established by Lessor on the Airport. Airport Lease Agreement Mark Hicks Transport, LLC - Page 15 Exhibit 4 2. All plans and specifications showing the location upon the Leased Premises and Public Area, if applicable, of the proposed construction and improvements. 3. The estimated cost of such construction. No construction may commence until Lessor has approved the plans and specifications and the location of the Lease Improvements and the Public Area, if applicable, and the estimated costs of such construction. Approval by the Lessor of construction in conformity with the terms of this Lease Agreement shall not be unreasonably withheld or delayed. B.1. CONSTRUCTION OF LEASE IMPROVEMENTS. 1. Construction and modification of the Lease Improvements shall be performed in a good and workmanlike manner and in compliance with all applicable building codes, rules, standards, zoning and other ordinances and all state and federal standards (including, without limitation, Title III of the Americans With Disability Act of 1990, any state statutes, governing handicapped access or architectural barriers, and all rules, regulations and guidelines promulgated under such laws, as amended from time to time). 2. Without limiting the provisions of Section V.B.11., Lessee shall promptly pay and discharge all costs, expenses, claims for damages or injury (including without limitation claims for personal injury or death, or property damage or destruction, or economic loss), liens and any and all other liabilities and obligations which arise in connection with such construction. 3. Lessee shall cause each contractor performing any work or otherwise occupying the Leased Premises or Public Area and/or Airport related to the Lease Improvements or pursuant to the authority provided to Lessee hereunder, to indemnify the Lessor and its officers, agents, elected officials and employees to the same extent provided by Lessee to Lessor in Section V.B.I L. 4. Lessee shall properly and timely submit to the FAA, TxDOT, and any other governmental entity or agency having jurisdiction regarding the Airport, a Notice of Proposed Construction and any and all other documents or materials as may be required, when and as required. 5. Without limiting the rights to Lessor provided in Section V.D., Lessor has the right and is authorized by Lessee at all times during any construction project to enter upon the Leased Premises to observe the performance of such construction. Exercise of Lessor's rights hereunder shall be conducted with due regard for the construction and business being conducted on the Leased Premises, and shall not unreasonably interfere with such activities. Nothing contained herein shall be construed as an obligation, of any kind or Airport Lease Agreement Mark Hicks Transport, LLC - Page 16 Exhibit 4 type, on the part of Lessor related to the construction activities and /or to assure Lessee's compliance with the provisions of this Lease Agreement. 6. No later than thirty (30) days after completion of the Lease Improvements, Lessee shall submit to Lessor detailed as -built plans of the Lease Improvements and docurnentaiy evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements ( "Cost to Construct Lease Improvements "). 7. No improvements to the Leased Premises, including without limitation, the Lease Improvements, may be removed from the Leased Premises during the Term hereof, unless otherwise specifically authorized herein. 8. Lessee shall cause the general contractor to obtain (i) payment bonds for construction contracts greater than Fifty Thousand and no /100 Dollars ($50,000); and (ii) payment and performance bonds for construction contracts greater than One Hundred Thousand and no /100 Dollars ($100,000), for each construction activity on the Leased Premises and Public Area, if applicable, each naming the Lessor as an Additional Obligee. Lessee shall furnish such bonds to Lessor prior to any work on the Leased Premises or Public Area, if applicable. Additionally, any and all insurance provided by the general contractor to Lessee shall name the Lessor as an Additional Insured and/or Loss Payee, as applicable, and provide the following coverages, at a minimum: • Commercial General Liability - $1,000,000 per occurrence and $2,000,000 aggregate • Business Automobile Liability - $500,000 per occurrence and $1,000,000 aggregate • Workers' Compensation — Statutory Limits • Builder's Risk (if applicable) —100% of the completed value C. OWNERSHIP OF IMPROVEMENTS. Except as otherwise provided in this Lease Agreement, the improvements now located, or constructed or to be constructed upon the Leased Premises by Lessee (including without limitation, the Lease Improvements), but excluding the Lessor Improvements, if any, shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: 1. Upon the termination of this Agreement, whether by expiration of the Tenn hereof or by reason of default on the part of Lessee, or for any other reason whatsoever, the improvements (including without limitation, the Lease Improvements), and all parts thereof, shall merge with the title of, or be otherwise considered and deemed a part of the real property, free and clear of any claim of Lessee and all persons or entities claiming under or through Lessee (including, without limitation, any holder of a leasehold mortgage), and shall become the property of Lessor; provided, however: Airport Lease Agreement Mark Hicks Transport, LLC - Page 17 Exhibit 4 (i) if Lessee is not then in default hereunder, Lessee shall have the right to remove all personal property and trade fixtures owned by Lessee from the Leased Premises, but Lessee shall be required to repair any damage to the Leased Premises caused by such removal in a good and workmanlike manner and at Lessee's sole cost and expense; and (ii) Upon such expiration or earlier termination, Lessee shall deliver the Leased Premises to Lessor in good condition, reasonable wear and tear excepted, and shall, at Lessor's request, execute a recordable instrument evidencing the termination of this Agreement, expressly stating the termination or expiration date thereof. 2. The Lessor Improvements, if any, shall remain the property of Lessor at all times during and after the expiration or earlier termination of this Lease Agreement. 3. Nothing contained herein shall be construed to limit or prohibit Lessor and Lessee from mutually agreeing to either (i) amend or modify this Lease Agreement or, (ii) enter into a new agreement to supersede and replace this Lease Agreement, which may, among other things, effectively extend or otherwise defer the transfer of title and ownership of the Lease Improvements to Lessor as provided for in this Section VIII.C., prior to the expiration of this Lease Agreement. However, nothing contained herein shall be deemed or construed to require any amendment or modification of this Lease or the entering into of a new lease agreement. Any such action shall be at the sole and absolute discretion of Lessor and Lessee. IX. COLLATERAL ASSIGNMENT A. CONSENT TO ENCUMBER. Except as otherwise authorized herein, including but not limited to IX.B. below, Lessee shall not collaterally assign this Lease or otherwise encumber the estate created by this Lease Agreement without the written consent of Lessor, which such consent shall be at Lessor's sole discretion. As conditions to such consent, Lessor may require from Lessee and /or the Secured Party (herein so called) any commitment, condition or requirement deemed necessary or advisable by Lessor, including without limitation, provision for: 1. Express agreement that the Lessee shall in no way be released from any of its obligations under this Lease Agreement, including without limitation, the obligation to pay rent; 2. The Secured Party to promptly provide Lessor notice of any default by Lessee in any obligation to Secured Party; 3. The Secured Party to provide notice to Lessor at least fifteen (15) days prior to (i) accelerating any indebtedness owed by Lessee to Secured Airport Lease Agreement Mark Hicks Transport, LLC - Page 18 Exhibit 4 Party; (ii) initiation of any foreclosure proceedings; and /or (iii) any other actions to enforce any financial obligation of Lessee to Secured Party. B. USE OF LOAN PROCEEDS. Lessee may borrow funds in which this Lease Agreement or the estate created by this Lease Agreement are utilized as security or collateral, in whole or in part, so long as the borrowed funds are used only for (i) the construction of the Lease Improvements, as described in Section II.D. and Article VIII hereof, (ii) acquisition of the leasehold estate created by this Lease; or (iii) any other purpose which may be approved from time to time by Lessor, in writing, in its sole discretion. C.LIEN. No lien contemplated by this Article IX shall constitute a lien on Lessor's fee title. Any indebtedness secured by a lien against or on the estate created by this Lease Agreement or this Lease shall at all times be and remain inferior and subordinate to conditions, covenants and obligations of this Lease Agreement and to all of Lessor's rights under this Lease Agreement. X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessor, upon the Leased Premises for the purpose of (i) providing underground utility services to, from or across the Airport property; or (ii) for the construction of public facilities and /or infrastructure on the Airport. However, any such easements shall not interfere with Lessee's use of the Leased Premises and Lessor shall restore the Leased Premises to as close to its original condition as is reasonable practicable upon the installation of any utility services on, in, over or under any such easement at the conclusion of such construction. Construction within the easement upon the Leased Premises shall be completed within a commercially reasonable time. XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it (i) will not assign this Lease Agreement; (ii) convey more than fifty percent (50 %) of the voting interest in its business or entity as of the Effective Date of this Lease Agreement, through the sale of stock or otherwise; or (iii) transfer, license, or sublet the whole or any part of the Leased Premises for any purpose, except for rental of hangar or office space or tie -down space for storage of aircraft only, without the prior written consent of Lessor. Lessor agrees that it will not unreasonably withhold or delay its approval of such sale, sublease, transfer, license, or assignment of the facilities for Airport related purposes. The provisions of this Lease Agreement shall remain binding upon the Lessee and the sublessees and assignees, if any, of Lessee. XII. CASUALTY LOSS /CONDEMNATION A. CASUALTY /TOTAL OR PARTIAL DESTRUCTION. In the event the Leased Airport Lease Agreement Mark Hicks Transport, LLC - Page 19 Exhibit 4 Premises, or any improvements located thereon, are damaged by casualty, regardless of the extent of the damage or destruction or whether insurance proceeds, if any, are sufficient, Lessee shall, at its sole cost, risk and expense, promptly commence within six (6) months after such casualty, and thereafter complete with diligence, the restoration, repair and/or replacement of any such improvements to substantially the same condition as they existed prior to the casualty loss, conditioned upon the following provisions: 1. Any and all activities related to the restoration, repair and replacement of the damaged improvements, shall be subject to (i) Lessor's prior approval, as provided in Section II.D. and Article VIII, as applicable to the improvement affected by casualty; and (ii) the provisions set forth in this Section XII.A. 2. Lessor, as loss payee under the all risk property insurance coverage required by this Lease Agreement, shall be entitled to approve disbursements of the insurance proceeds as restoration, repair and replacement activities are completed by Lessee, such approval not to be unreasonably withheld or delayed. 3. Lessee shall take and complete whatever actions are necessary, if applicable, to obtain disbursement authority of insurance proceeds from any secured party possessing a lien on the leasehold estate created by this Lease Agreement. 4. In the event Lessee fails to promptly commence restoration, repair and/or replacement of the damaged improvements in conformance with the provisions hereof, Lessee shall be in default under this Lease Agreement, in which event Lessor may seek any remedies available hereunder, and Lessee shall provide such endorsements or take any other actions necessary, including without limitation, any action required of any secured party, to cause all or any remaining portion of the insurance proceeds payable due to such damage or casualty loss to be paid to Lessor. B. TOTAL OR PARTIAL CONDEMNATION. 1. If the Leased Premises or any part of them are taken by condemnation as a result of any action or proceeding in eminent domain, or are transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, this Article governs Lessor's and Lessee's interest in the award or consideration for the transfer and the affect of the taking or transfer of this Lease Agreement. 2. In the event the entire Leased Premises are taken or transferred as described in Section XII.B.I., above, this Lease Agreement and all the rights, titles and interest under it will cease on the date that title to the Leased Premises vests in the condemning authority. If such taking or acquisition occurs Airport Lease Agreement Mark Hicks Transport, LLC - Page 20 Exhibit 4 during the first twenty (20) years of the Lease Tenn, then all parties shall be free to make a claim against the condemning authority for compensation or damages for the injuries and loss sustained by them as a result of the taking or acquisition. During the first twenty (20) years of the Lease Tenn, Lessee may recover from the condemning authority or from the Lessor (if included within Lessor's award), that portion of any award attributable to the value of the Lessee Improvements, including any Additional Improvements, constructed by Tenant. If such taking or acquisition occurs after the first twenty (20) years of the Lease Term, then all proceeds of the condemnation shall be the property of Lessor. 3. If only part of the Leased Premises is taken or transferred, as described in Section XII.13.1., above, this Lease Agreement shall terminate if, in Lessee's reasonable judgment, the remainder of the Leased Premises is in such a location, or is in such form, shape or reduced size, that Lessee's operations cannot be effectively and practicably operated upon the remaining portion of the Leased Premises. In such event, this Lease Agreement and all rights, title and interest under it will cease on the date that the title to the portion of the Leased Premises taken or transferred vests in the condemning authority. If such taking or acquisition occurs during the first twenty (20) years of the Lease Term, then all parties shall be free to make a claim against the condemning authority for compensation or damages for the injuries and loss sustained by them as a result of the taking or acquisition. During the first twenty (20) years of the Lease Term, Lessee may recover from the condemning authority or from the Lessor (if included within Lessor's award), that portion of any award attributable to the value of the Lessee Improvements, including any Additional Improvements, constructed by Tenant. If such taking or acquisition occurs after the first twenty (20) years of the Lease Term, then the proceeds of the condemnation shall be the property of Lessor. 4. In the event part of the Leased Premises is taken or transferred as described in Section XII.B.1., above, and, in Lessee's reasonable judgment, the remainder of the Leased Premises is in such a location and in such form, shape or size, that Lessee's operations may be effectively and practicably operated on the remaining portion of the Leased Premises, this Lease shall terminate with the respect to the portion of the Leased Premises taken or transferred as of the date title to such portion vests in the condemning authority, but shall continue in full force with respect to the portion of the Leased Premises not taken or transferred. In such event, as of the date that title to the Leased Premises vests in the condemning authority, the Original Rent due hereunder shall be reduced by multiplying the Original Rent then due by the ratio of the square footage of the Leased Premises after the taking divided by the square footage of the Leased Premises before the taking. 5. Nothing contained in this Article XII shall be construed to prohibit Lessor Airport Lease Agreement Mark Hicks Transport, LLC - Page 21 Exhibit 4 from voluntarily conveying all or part of the Leased Premises to any party with condemning authority under state or federal laws, however, any such voluntary conveyance shall be treated as a taking within the meaning of this Article XII. 6. Notwithstanding the above, in the event the condemning authority, as described in Section XII.B.I., above, is the Lessor, all of the proceeds of the condemnation attributable to the Leased Premises shall be the property of Lessee. XIII. INSURANCE A. REQUIRED INSURANCE. Regardless of the activities contemplated under this Lease Agreement, Lessee shall maintain continuously in effect at all times during the term of this Lease Agreement, at Lessee's sole expense, the following minimum insurance coverage: 1. Commercial General Liability covering the Lessee, its employees, agents, tenants and independent contractors, and its operations on the Airport. Coverage shall be in an amount not less than $1,000,000 per occurrence and provide coverage for premises /operations and contractual liability AND where exposure exists in the opinion of Lessor, coverage for: products /completed operations; explosion, collapse and underground property damage; and environmental impairment. 2. All risk property insurance on a one - hundred percent (100 %) replacement cost basis covering loss or damage to all facilities and improvements located on the Leased Premises, either as a part of this Lease Agreement or erected by the Lessee subsequent to this Lease Agreement. Under no circumstances shall the Lessor be liable for any damages to fixtures, merchandise or other personal property of the Lessee or its sub - lessees. 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non -Owned Autos and Hired Cars: For operation in aircraft movement areas the limit of liability shall be $100,000 per occurrence. For other operations the limit of liability shall be consistent with the amowit set by State Law. B. ADDITIONAL COVERAGES. In addition to the above referenced coverage, the following insurance is required if, in the opinion of Lessor, the activity or exposure exists or is contemplated: 1. Aircraft Fuel /Oil Storage and Dispensing — Comprehensive Commercial General Liability shall include coverage or separate coverage for Airport Lease Agreement Mark Hicks Transport, LLC - Page 22 Exhibit 4 Environmental Impairment Liability. 2. Aircraft Sales or Aircraft Charter and Air Taxi — Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an arnount of $100,000 per person (per passenger seat) shall be provided. 3. Aircraft Rental or Flight Training - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability, Passenger Liability in the amount of $100,000 per person (per passenger seat) and Student/Renter Liability covering all users in the amount of $500,000 per occurrence. 4. Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol) - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 5. Aircraft Storage, Maintenance and /or Repair - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Hanger Keepers Liability in the amount of $500,000 per occurrence shall be provided. The requirement for Hangar Keepers Liability shall not apply to individual owner /operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non -owned aircraft in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent - sharing agreement rather than a commercial aircraft storage business. C. COVERAGE REQUIREMENTS. All insurance coverage shall comply with the following requirements: 1. All liability policies shall be endorsed to include the City of Denton, and its officers and employees as an Additional Insured. All all -risk property policies shall be endorsed to name the City of Denton as a loss payee. All required insurance policies shall provide for a minimum of 30 days written notice to the City of any cancellation or material change to the policy. 2. All insurance required by this Lease Agreement must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to the examination and approval of the City's office of Risk Management for their adequacy as to content, form of protection and providing company. Airport Lease Agreement Mark Hicks Transport, LLC - Page 23 Exhibit 4 3. Required insurance naming the City as an additional insured must be primary insurance and not contributing with any other insurance available to the City whether from a third party liability policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. 4. The Lessor shall be provided with a copy of all such policies and renewal certificates. Failure of Lessee to comply with the minimum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease Agreement. 5. During the Lease Term, or any extension thereof, Lessor herein reserves the right to, with 60 days notice, reasonably adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, endorsement, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor. XIV. DEFAULT BY LESSEE AND LESSOR A. EVENTS OF DEFAULT OF LESSEE. The term "Event of Default ", as used herein, shall mean the occurrence of any one or more of the following events: 1. Failure of Lessee (i) to pay any installment of rent or any other sum payable to Lessor hereunder; or (ii) to pay or cause to be paid ad valorem taxes, utilities or insurance premiums, or any other payment which Lessee is to make under this Lease Agreement, on the date that same is due and such failure shall continue for a period of ten (10) days after Lessee receives written notice thereof from Lessor. Notwithstanding anything to the contrary set forth in this XIV.A.I., Lessor shall not be required to provide Lessee with any additional notices for monetary defaults if during any twelve (12) month period during the term of this Lease, Tenant has failed to make payment on or before the tenth (10) day of each month after the date on which such payment is due; 2. Lessee shall become insolvent, apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, liquidator or other similar official of itself, the Leased Premises, or all or substantial part of Lessee's assets, make a general assignment for the benefit of creditors, or commence a voluntary case or action under any applicable bankruptcy, rehabilitation, insolvency or other similar law now or hereafter in effect; 3. A court having jurisdiction of or over the Leased Premises or Lessee shall enter a decree or order for relief in respect of Lessee in any case or proceeding under any applicable bankruptcy, rehabilitation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, Airport Lease Agreement Mark Hicks Transport, LLC - Page 24 Exhibit 4 trustee, custodian, intervenor, liquidator or other similar official for Lessee, the Leased Premises, or all or a substantial part of Lessee's assets, or ordering the winding up or liquidation of Lessee's affairs and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; 4. Lessee shall make a transfer in fraud of creditors; 5. Abandonment or cessation of use of the Leased Premises for the purposes leased by Lessee, as provided herein, for a period of thirty (30) consecutive days, provided that the Lessor has sent at least thirty (30) days prior written notice to the Lessee of such abandonment, and Lessee has failed to reenter the Leased Premises and begin use of the Leased Premises for the purposed leased by Lessee, as provided herein; or 6. Lessee fails to punctually and properly perform, keep or observe any of the terms, covenants, agreements or conditions herein contained and such failure shall not be cured within thirty (30) days after written notice thereof to Lessee, unless a shorter notice period, or no requirement of notice, is otherwise specifically prescribed herein; and provided, however, that if the nature of Tenant's obligations is such that more than thirty (30) days or more than such shorter period is reasonably required for performance, then Lessee shall not be in default if Lessee commences performance within such thirty (30) days or such shorter period, and thereafter diligently prosecutes the same to completion. B. TERMINATION AND REMEDIES ON DEFAULT BY LESSEE. 1. In the event of an Event of Default by Lessee, if such Event of Default shall be continuing after the applicable notice of default period provided in this Lease Agreement, if applicable, Lessor may declare this Lease Agreement, and all rights and interests created by it, terminated. If Lessee elects to terminate, this Lease Agreement will cease as if the day of Lessee's election were the day originally fixed in the Lease Agreement for its expiration. Lessor, at its option, may resume possession of the Leased Premises and re -let them for the remainder of the Term at the rent obtainable for the account of Lessee, who shall make good any deficiency therein. Lessor shall take all reasonable efforts to mitigate its damages in the Event of Default by Lessee. 2. Any termination of this Lease Agreement shall not relieve Lessee from the obligation of paying any sum or sums due and payable to Lessor under the Lease Agreement at the time of termination and /or any claim for damages then or previously accruing against Lessee under this Lease Agreement. Any such termination shall not prevent Lessor from enforcing the payment of any such sum or sums or claim for damages by any remedy provided by Airport Lease Agreement Mark Hicks Transport, LLC - Page 25 Exhibit 4 law, contract, equity, or otherwise, including without limitation, recovering damages from Lessee arising from or related to any default under this Lease Agreement. All Lessor's rights, options and remedies under this Lease Agreement shall be construed to be cumulative, and no one of them is exclusive of the other. Lessor may pursue any or all such remedies or any other remedy or relief provided by law, contract, equity or otherwise, whether or not expressly stated in this Lease Agreement. 3. In the event of an Event of Default by Lessee, Lessor may, but shall not be required, remedy the Event of Default by any necessary action and, in connection with such remedy, may pay expenses and costs related to such curative efforts. In such event, Lessee shall pay Lessor for all sums expended or obligations incurred by Lessor in connection with curing Lessee's default. 4. Lessor and Lessee agree that, for the purposes of posting notice prescribed by Section 93.002 (f) of the Texas Property Code, the front door of the Leased Premises is the entry doorway on the east side of the hangar to be constructed at 4901 Lockheed Lane, Denton Enterprise Airport. C. EVENTS OF DEFAULT OF LESSOR. The term "Event of Default ", as used herein, shall mean that Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under the Lease Agreement, and such default shall not be cured within ninety (90) days after written notice thereof to Lessor describing with specificity the claim of default, along with all required actions of Lessor to cure such default. It is expressly agreed and stipulated that until such notice of default is provided, and such cure period has expired, no such act or event shall be deemed an Event of Default by Lessor hereunder. D. REMEDIES ON DEFAULT BY LESSOR. If Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under this Lease Agreement, Lessee may, after notice to Lessor, as provided in Section XIV.C., remedy the Event of Default by any necessary action and, in connection with such remedy, may pay expenses. Lessor shall pay Lessee all sums reasonably expended or reasonable obligations incurred by Lessee in connection with remedying Lessee's default, so long as such claimed default is an Event of Default hereunder. Lessee may, if not so reimbursed, deduct the costs and expenses from rent subsequently due under this Lease Agreement and /or may terminate this lease at Lessee sole option. XV. ASSUMPTION BY UNITED STATES GOVERNMENT Lessee, subject to the terms hereof, may terminate this Lease Agreement and its obligations hereunder, by providing thirty (30) days written notice, upon or within thirty (30) days after the assumption or recapture by the United States Government, or any authorized agency thereof, of the operation of the Airport and the Leased Premises, to the resulting extent that the uses of the Leased Premises, as prescribed in this Lease Agreement, Airport Lease Agreement Mark Hicks Transport, LLC - Page 26 Exhibit 4 cannot effectively and practicably be operated by Lessee, in the reasonable judgment of Lessor. If this Lease Agreement is terminated by Lessor during the first twenty (20) years of the Lease Term, then Lessor shall reimburse Lessee for the then unamortized value of the Lessee Improvements, including any Additional Improvements, based on a twenty (20) year straight -line depreciation from the Effective Date until the date of termination of this Lease Agreement. The reimbursement provisions of this paragraph do not apply if the Leased Premises and/or Airport are (i) leased pursuant to the United States or agency thereof pursuant to paragraph I.F.3. or (ii) operated, managed, and/or leased by the United States or agency thereof in the event of a declared national or regional emergency. XVI. MISCELLANEOUS PROVISIONS A. ENTIRE AGREEMENT. This Lease Agreement constitutes the entire understanding between the parties and as of its Effective Date supersedes all prior or independent agreements between the parties covering the subject matter hereof. Any change or modification hereof shall be in writing duly authorized and signed by both parties. B. BINDING EFFECT. All covenants, stipulations and agreements herein shall run with the land and extend to, bind and inure to, the benefit of the legal representatives, successors and assigns of the respective parties hereto. C. SEVERABILITY. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Lease Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Notices or other communications required or permitted to be given under this Lease Agreement must be (i) given in writing and personally delivered or mailed by prepaid certified or registered mail, return receipt requested; or (ii) transmitted by telephonic facsimile, as follows: 1. If to Lessor, addressed to: City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 Fax No.940.349.8596 With copies to: Airport Manager 5000 Airport Road Denton, Texas 76207 Fax No. 940. Airport Lease Agreement Mark Hicks Transport, LLC - Page 27 Exhibit 4 City Attorney 215 E. McKinney Denton, Texas 76201 Fax No. 940.382.7923 2. If to Lessee, addressed to: Mark Hicks 4901 Lockheed Lane Denton, Texas 76207 With Copies to: R. Scott Alagood Alagood Cartwright Burke PC 319 W. Oak Street Denton, Texas 76201 Any notice provided herein shall be deemed to have been given (whether actually received or not) on the day it is personally delivered as aforesaid, or, if mailed, on the third day after it is mailed as aforesaid, or, if transmitted by telephonic facsimile, on the day such notice is transmitted, whichever is earliest to occur. Any party may change its address for the purposes of this Lease Agreement by giving notice of such change to the other parties pursuant to this Section XVI.D. E. HEADINGS. The headings used in this Lease Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. F. GOVERNING LAW AND VENUE. THIS LEASE AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND IS FULLY PERFORMABLE IN DENTON COUNTY, TEXAS. EXCLUSIVE VENUE FOR ANY ACTION RELATED TO THIS LEASE AGREEMENT SHALL BE SOLELY IN A COURT OF COMPETENT JURISDICTION IN DENTON COUNTY, TEXAS. G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or term of this Lease Agreement may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Lease Agreement. H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties agree that Lessee shall not in any event be deemed an agent or employee of the Lessor, nor shall this Lease Agreement be construed to create or constitute a joint enterprise. I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for any delay in or failure of performance under this Lease Agreement if such delay or failure Airport Lease Agreement Mark Hicks Transport, LLC - Page 28 Exhibit 4 arises by any reason beyond their reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications. However, lack of funds shall not be deemed to be a reason beyond a party's reasonable control. In the event either party hereto is not able to perform under this Lease Agreement due to an alleged event of force majeure, as set forth herein, such party shall provide notice to the other party, on or before five (5) calendar days after the occurrence of such event (i) specifically describing such force majeure event; (ii) describing with specificity the acts to be taken by the party claiming force majeure to remedy the force majeure event; and (iii) the estimated time to remedy the force majeure event. In the event the notice as set forth herein is not provided it shall be deemed for all purposes that no such force majeure event has occurred. J. RELEASE OF LESSOR. If Lessor sells or transfers all or part of the Leased Premises and as a part of the transaction assigns its interests as Lessor in this Lease Agreement, then as of the effective date of the sale, assignment or transfer, Lessor shall have no further liability under this Lease to Lessee, except with respect to liability matters that have accrued and are unsatisfied as of such date. Underlying this release is the parties' intent that Lessor's covenants and obligations, express and implied, under this Lease Agreement will bind Lessor and its successors and assigns only during and in respect of their successive periods of ownership of the underlying fee estate of the Leased Premises. K. LESSEE REFERENCES. In the event reasonably requested by Lessor, Lessee shall deliver, from time to time as requested, credit and banking references as Lessor may reasonably request, during the term of this Lease Agreement, but not more than one during any lease year. L. MEMORANDUM OF LEASE. Upon request of either party hereto, the parties shall execute a Memorandum of Lease for the purpose of imparting to the public notice of the existence of this Lease Agreement, and /or its subsequent amendment, modification or early termination, to be filed in the Real Property Records of Denton County, Texas. M. AIRPORT SPONSOR. Notwithstanding any provision contained herein to the contrary, Lessor may limit or temporarily obstruct access to the Leased Premises and/or Public Areas of the Airport in connection with or related to events occurring at the Airport. Lessee stipulates that Lessor shall have such right to limit or temporarily obstruct such access and hereby releases Lessor, its officers, elected officials, agents and employees from any losses, damages or claims of any kind or type that Lessee may have related to such limited or obstructed access. Unless this Lease Agreement otherwise allows such obstruction or Lessor and Lessee otherwise agree, Lessor shall not completely obstruct access to the Leased Premises for a period in excess of twenty -four (24) consecutive hours related to such special events. N. SUBLESSEES AND ASSIGNEES. In the event this Lease Agreement provides applicability of any of its provisions to sub - lessees or assigns, such provision shall be deemed to mean solely the sub - lessees or assignees of Lessee, as may be permitted by Lessor. Airport Lease Agreement Mark Hicks Transport, LLC - Page 29 Exhibit 4 O. TIME OF ESSENCE. It is expressly agreed by Lessor and Lessee that time is of the essence with respect to this Lease Agreement. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the Effective Date first above written. CITY OF DENTON, TEXAS, LESSOR M GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY I= APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:_: Airport Lease agreement stark Hicks Transport, LLC - Page 30 ACKNOWLEDGMENTS THE STATE OF TEXAS § COUNTY OF DENTON Exhibit 4 This instrument was acknowledged before me on the day of , 2015_, by George C. Campbell, City Manager of the City of Denton, Texas, on behalf of said municipality. NOTARY PUBLIC, STATE OF TEXAS TEXAS o �r u KATHY KAPLAN -SMITH .r. uc. i ;mil MY COMMISSION EXPIRES October 27, 2018 Airport Lease agreement Mark Hicks 'transport, LLC - page 31 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1019, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider a request for an exception to the Noise Ordinance for the purpose of the Denton Day of the Dead Festival, to be held in the Williams Trade Square parking lot and on Industrial and E. Hickory Streets, October 24, 2015, from 11 a.m. to 9 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. BACKGROUND In 2011, with the guidance and support of many of the businesses on Industrial and Hickory Streets, Denton's Day of the Dead Festival was born. A grassroots movement from the beginning, it now has a life of its own with coffin races, a lantern parade, a salsa cook -off, pumpkin patch, live music, arts and crafts, and, of course, the original Halloween musical Cirque du Horror. All of this makes Denton's Day of the Dead something you can't find anywhere else. As in years past, the Williams Trade Square parking lot will be utilized for coffin race entrants to prep their vehicles and for additional vendors. E. Hickory from Austin to Industrial will be the race venue. Industrial Street from E. Hickory to Mulberry will have the main stage, vendors, and access to the children's activities. The main stage will host several local live music groups to entertain those in attendance. The lantern parade will start at Industrial, and travel west on E. Hickory, progress counter - clockwise around the Square, then proceed east on E. Hickory ending where it began at the event site. RECOMMENDATION Staff recommends approval of the request for the exception to the Noise Ordinance for the purpose of the Denton Day of the Dead Festival to be held on October 24, 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The City Council approved an exception to the Noise Ordinance, for the purpose of the Denton Day of the Dead Festival, on October 18, 2011. EXHIBITS Exhibit 1 - Noise Exception Request City of Denton Page 1 of 2 Printed on 10/15/2015 File M ID 15 -1019, Version: 1 Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Christina Davis Economic Development Specialist City of Denton Page 2 of 2 Printed on 10/15/2015 DENTON'S C• - FESTIVAL Sound Variance for 2015 Denton's Day of the Dead Fest The organizers of Denton's Day of the Dead Festival politely request that the Denton City Council approves a sound variance for the corner of Mulberry and Industrial St ( location of the Main Stage ) for Sat, Oct 24th, 2015. We would like to request a sound variance not to exceed 75 db between the hours of 11 am and 9pm. Denton's Day of the Dead Festival will conform to the guidelines in the City of Denton Community Events Manual. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1021, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider approval of a resolution allowing Wine Squared to be the sole participant allowed to sell alcoholic beverages at the Denton Day of the Dead Festival, on October 24, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND In 2011, with the guidance and support of many of the businesses on Industrial and Hickory Streets, Denton's Day of the Dead Festival was born. A grassroots movement from the beginning, it now has a life of its own with coffin races, a lantern parade, a salsa cook -off, pumpkin patch, live music, arts and crafts, and, of course, the original Halloween musical Cirque du Horror. All of this makes Denton's Day of the Dead something you can't find anywhere else. As in years past, the Williams Trade Square parking lot will be utilized for coffin race entrants to prep their vehicles and for additional vendors. This year, Denton Day of the Dead Festival is requesting permission to sell beer and wine and has partnered with Wine Squared, a Downtown business. Wine Squared is located on the face of the Square. RECOMMENDATION Staff recommends approval of the request to sell alcohol in the Williams Trade Square parking lot during the Denton Day of the Dead Festival on October 24, 2015. EXHIBITS Exhibit 1 - Request to sell alcohol Exhibit 2 - Agreement and Resolution Respectfully submitted: Aimee Bissett Development Services Director Prepared by: City of Denton Page 1 of 2 Printed on 10/15/2015 File M ID 15 -1021, Version: 1 Christina Davis Economic Development Specialist City of Denton Page 2 of 2 Printed on 10/15/2015 DENTON'S C• - FESTIVAL Alcohol Variance for 2015 Denton's Day of the Dead Fest The organizers of Denton's Day of the Dead Festival politely request that the Denton City Council approves a variance to allow for the sale of alcohol within the lot of Williams Trade Square during the Denton's Day of the Dead Festival on Sat, Oct 24th, 2015. Denton's Day of the Dead Fest will partner with a TABC certified vendor. s:Alegal \our documents \resoluti Oil s \15\resolution alcohol sales dod Aine2.docx RESOLUTION NO. A RESOLUTION ALLOWING WINE SQUARED TO BE ALLOWED TO SELL ALCOHOLIC BEVERAGES AT DENTON DAY OF THE DEAD FESTIVAL, OCTOBER 24, 2015, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council finds that it is in the public interest to select a vendor of alcoholic beverages at Denton Day of the Dead Festival; and WHEREAS, WINE SQUARED has requested that they, being a participant, be allowed to sell alcoholic beverages at this year's DENTON DAY OF THE DEAD FESTIVAL, OCTOBER 24,2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. WINE SQUARED shall be a participant allowed to sell alcoholic beverages at DENTON DAY OF THE DEAD FESTIVAL, OCTOBER 24, 2015, in the WILLIAMS TRADE SQUARE, 100 BLOCK OF INDUSTRIAL ST. AND 100 & 200 BLOCK OF E. HICKORY ST. upon the following conditions: 1. They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor /Dram Shop Liability in the amount of $250,000 per occurrence; and 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at Denton Day of the Dead Festival. SECTION 2. The City Manager, or his designee, is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. sAegal \our d0cuments \resoluti011s \15 \resolution alcohol sales dod wincIdocx PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY low APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY: �- i CHRIS WATTS, MAYOR Page 2 of 2 CITY OF DENTON AGREEMENT WITH WINE SQUARED STATE OF TEXAS § COUNTY OF DENTON § This Agreement, made this day of , 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and WINE SQUARED WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 GENERAL The City grants to WINE SQUARED the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the DENTON DAY OF THE DEAD FESTIVAL on OCTOBER 24, 2015, to be held on E. Hickory Street between Austin and Industrial Streets, Industrial Street, and including the Williams Trade Square Parking Lot. This privilege does not extend beyond the date(s) of the DENTON DAY OF THE DEAD FESTIVAL set for the year 2015. ARTICLE 2 SCOPE OF SERVICES WINE SQUARED in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. WINE SQUARED shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the DENTON DAY OF THE DEAD FESTIVAL. B. WINE SQUARED shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the DENTON DAY OF THE DEAD FESTIVAL. C. WINE SQUARED shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the DENTON DAY OF THE DEAD FESTIVAL. WINE SQUARED'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the DENTON DAY OF THE DEAD FESTIVAL. hAdtip events \events \day of the dead \dod alcohol contract wine2.docx ARTICLE 3 LOCAL RULES AND REGULATION WINE SQUARED agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. WINE SQUARED shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. WINE SQUARED will exercise reasonable care and due diligence in their sale of alcoholic beverages at the DENTON DAY OF THE DEAD FESTIVAL. ARTICLE 4 INDEMNITY AGREEMENT WINE SQUARED shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of WINE SQUARED or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, WINE SQUARED shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor /Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City -owned property where alcohol will be provided or served. Page 2 hAdtip events\events \day of the dead \dod alcohol contract wine2.docx C. WINE SQUARED shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and WINE SQUARED. In such event, WINE SQUARED shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or pennitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: WINE SQUARED: Brook Ray 110 W. Oak St. #A Denton, Texas 76201 CITY OF DENTON: City Manager 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE S SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 3 hAdtip events \events \day of the dead \dod alcohol contract wine2.docx ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, WINE SQUARED shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL WINE SQUARED represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY WINE SQUARED shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 hAdtip events\events \day of the dead \dod alcohol contract wine2.docx IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and WINE SQUARED has executed this Agreement through its duly authorized undersigned officer on this the day of , 2015. CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY IIn APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: f�. WITNESS: Page 5 WINE SQUARED BY-- r BROOK RAY City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1032, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider a request for an exception to the Noise Ordinance for the purpose of the Goddesses of Light Music Festival, to be held in the Williams Trade Square parking lot, November 6 - 7, 2015, from Noon to 10 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. BACKGROUND This is the first year of the Goddesses of Light Music Festival, which was inspired by the Amazon Music Festival and National Women's Music Festival. The purpose of the festival is to give talented female artists a place to shine their light and continue in the tradition of women's music. Many of these women have messages about self -love, healing, supporting local communities, and nurturing the planet. Many of the women's music festivals are attended primarily by women, but the goal of the Goddesses of Light Music Festival is bring together all people to celebrate the beauty of women's voices in an integrative family friendly festival. The festival will offer fifteen different performers /acts over the two day festival that will also include beer and wine sales, multiple arts and crafts vendors, and a designated smoking area. RECOMMENDATION Staff recommends approval of the request for an exception to the Noise Ordinance for the purpose of the Goddesses of Light Music Festival, to be held in the Williams Trade Square parking lot, November 6 - 7, 2015, from Noon to 10 p.m. EXHIBITS Exhibit 1 - Noise Exception Request Respectfully submitted: Aimee Bissett Development Services Director Prepared by: Christina Davis Economic Development Specialist City of Denton Page 1 of 1 Printed on 10/15/2015 Thia Sleszynski (541)602 -9720 poddessesofliahtmusic aamail.com goddessesoflightmusic.com I IW!, ICLLCI 1� w ,cquest an exception to the Noise Ordinance for November 6th from 12pm -IOpm, November 7th 1 l am- IOpm. This will be taking place at the Williams Trade Square Parking Lot. These times will include sound check with intermittent amplified sound on Friday November 6th from 12:00pm- 6:00pm and full amplified sound for 3 bands from 7:00pm- 10:00pm. Gates on Friday will open at 6:00pm and close at 10:30pm. Saturday November 7th set up and sound check will be from 7 :00am- 10 :00am. Gates will open at 1 lam with music beginning at noon. There will be amplified sound for five solo artists from 12:00pm- 5:00pm and for three small ensembles from 5:00pm- 8:00pm. Concluding the night are two full bands playing from 8 :00pm- 10 :00pm closing the lot at 10 :30pm. We request a maximum of 75 DBA. OUR MISSION Our mission is to bring together all people to celebrate the beauty of women's voices in an integrative, family friendly festival that acts as a beacon of Light powerfully and positively impacting the City of Denton. POSITIVE IMPACT ON DENTON This is the first year of Goddesses of Light music festival and already the participation it overflowing. At first it was a one day indoor concert and quickly grew into a two part outdoor festival. I have been contacted by countless people from out of state interested in attending. I believe this festival will continue to increase the attention Denton receives as a live music destination. A big goal with this festival is to generate positivity in the community. Many of these women have messages about self -love, healing, supporting local community, and nurturing the planet. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1033, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development ACM: Jon Fortune Date: October 20, 2015 SUBJECT Consider approval of a resolution allowing Hannah's Off the Square to be the sole participant allowed to sell alcoholic beverages at the Goddesses of Light Music Festival, on November 6 - 7, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND This is the first year of the Goddesses of Light Music Festival, which was inspired by the Amazon Music Festival and the National Women's Music Festival. The purpose of the festival is to give talented female artists a place to shine their light and continue in the tradition of women's music. Many of these women have messages about self -love, healing, supporting local communities, and nurturing the planet. Many of the women's music festivals are attended primarily by women, but the goal of the Goddesses of Light Music Festival is bring together all people to celebrate the beauty of women's voices in an integrative family- friendly festival. The Goddesses of Light Music Festival has partnered with Hannah's Off the Square as their sole participant allowed to sell beer and wine. The festival plans to check identification at the point of ticket sales and at the mobile bar station. A separate wrist band will be issued for people those wishing to purchase beer or wine. No hard alcohol will be available for purchase at the event. Hannah's Off the Square is a Downtown business located on Mulberry St., they will utilize their catering permit for this event and have secured the proper insurance and permitting from the Texas Alcoholic Beverage Commission (TABC). RECOMMENDATION Staff recommends approval of the request allowing Hannah's Off the Square to be the sole participant allowed to sell alcoholic beverages at the Goddesses of Light Music Festival, on November 6 - 7, 2015, between the hours of noon and 10 p.m. EXHIBITS Exhibit 1 - Request to Sell Alcoholic Beverages Exhibit 2 - Resolution and Agreement Respectfully submitted: City of Denton Page 1 of 2 Printed on 10/15/2015 File M ID 15 -1033, Version: 1 Aimee Bissett Development Services Director Prepared by: Christina Davis Economic Development Specialist City of Denton Page 2 of 2 Printed on 10/15/2015 Thia Sleszynski (541)602 -9720 oddessesoflightmusic(c�gmail.com goddessesoflightmusic.com The organizers of the Goddesses of Light Music Festival would like to ask the Denton City Council to approve and allow for the sale of alcohol within the lot of Williams Trade Square during the Goddesses of Light Music Festival on November 6th and 7th 2015. Goddesses of Light Music Festival will partner with Hannah's On The Square, a TABC certified vendor. Ilcodadldepartments*gallour documentsVesolutions 1151resolution alcohol sales go] hannahs.docx RESOLUTION NO. A RESOLUTION ALLOWING HANNAH'S OFF THE SQUARE TO BE ALLOWED TO SELL ALCOHOLIC BEVERAGES AT GODDESSES OF LIGHT MUSIC FESTIVAL, NOVEMBER 6 -7, 2015, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE, WHEREAS, the City Council finds that it is in the public interest to select a vendor of alcoholic beverages at GODDESSES OF LIGHT MUSIC FESTIVAL; and WHEREAS, HANNAH'S OFF THE SQUARE has requested that they, being a participant, be allowed to sell alcoholic beverages at this year's GODDESSES OF LIGHT MUSIC FESTIVAL, NOVEMBER 6-7,2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. HANNAH'S OFF THE SQUARE shall be a participant allowed to sell alcoholic beverages at GODDESSES OF LIGHT MUSIC FESTIVAL, NOVEMBER 6 -7, 2015, in the WILLIAMS TRADE SQUARE, 100 BLOCK OF INDUSTRIAL ST, AND 100 & 200 BLOCK OF E. HICKORY ST upon the following conditions: 1. They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor/Dram Shop Liability in the amount of $250,000 per occurrence; and 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at GODDESSES OF LIGHT MUSIC FESTIVAL. SECTION 2. The City Manager, or his designee, is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. sAlegal\our documentAresolutions11 5\resolution alcohol sales got hannahs.docx PASSED AND APPROVED this the day of - 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY LO.", OVA CHRIS WATTS, MAYOR Page 2 of 2 11codad\uscrs\1 0 123 Adeskftopihannahs. doe CITY OF DENTON AGREEMENT WITH HANNAH'S OFF THE SQUARE STATE OF TEXAS § COUNTY OF DENTON § This Agreement, made this day of , 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and HANNAH'S OFF THE SQUARE. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 GENERAL The City grants to HANNAH'S OFF THE SQUARE the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the GODDESSES OF LIGHT MUSIC FESTIVAL on November 6-7, 2015, to be held on E. Hickory Street between Austin and Industrial Streets, Industrial Street, and including the Williams Trade Square Parking Lot. This privilege does not extend beyond the date(s) of the GODDESSES OF LIGHT MUSIC FESTIVAL set for the year 2015. ARTICLE 2 SCOPE OF SERVICES HANNAH'S, OFF THE SQUARE in order to exercise the privilege to sell alcoholic beverages must perform the following: A. HANNAH'S OFF THE SQUARE shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the GODDESSES OF LIGHT MUSIC FESTIVAL. B. HANNAH'S OFF THE SQUARE shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the GODDESSES OF LIGHT MUSIC FESTIVAL. C. HANNAH'S OFF THE SQUARE shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the GODDESSES OF LIGHT MUSIC FESTIVAL. The HANNAH'S, OFF THE SQUARE failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the GODDESSES OF LIGHT MUSIC FESTIVAL. c.\users\jp\appdata\locaBinicrogoft\windows\inewache\contenLoudook\agfe-svdx\atcohoI Contract hannahs.docx ARTICLE 3 LOCAL RULES AND REGULATION HANNAH'S OFF THE SQUARE agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. HANNAH'S OFF THE SQUARE shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. HANNAH'S OFF THE SQUARE will exercise reasonable care and due diligence in their sale of alcoholic beverages at the GODDESSES OF LIGHT MUSIC FESTIVAL. ARTICLE 4 INDEMNITY AGREEMENT HANNAH'S OFF THE SQUARE shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of HANNAH'S OFF THE SQUARE or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, HANNAH'S OFF THE SQUARE shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $ 100,000 in the aggregate. B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. Page 2 Ili c:\users\jp\appdata\locaP,microsoft\wmdows\inetcache\Lontentoutlook\agfesvdx\alcohot contract hannahs.doex C. HANNAH'S OFF THE SQUARE shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and HANNAH'S OFF THE SQUARE. In such event, HANNAH'S OFF THE SQUARE shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: HANNAH'S OFF THE SQUARE: CITY OF DENTON: City Manager 111 W. Mulberry St. 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 8 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 3 i� c:\users\jp\appdata\local\microsoft\windows\inctoache\contenLoutlook\agfesvdx\alcohoI contract hannahs.docx ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, HANNAH'S OFF TliE SQUARE shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL HANNAH'S OFF THE SQUARE represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY HANNAH'S OFF THE SQUARE shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 05- c \Usm\jp\appdata\l-at\tmcrosoft\wxndowsXineteache\contentotidook\agfesvdx\alcohoI Contract hannahs.docx IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and HANNAH'S OFF THE SQUARE has executed this Agreement through its duly authorized undersigned officer on this the day of 2015. CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY [in APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:� WITNESS: IM Page 5 IIA 0 THE QUARE BY: NIJ V j City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -952, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: October 20, 2015 SUBJECT Consider nominations /appointments to the City's Boards and Commissions: Parks, Recreation and Beautification Board; Public Art Committee; and Traffic Safety Commission. BACKGROUND Below are the outstanding Boards and Commissions nominations and the Council Member responsible for the nomination. Parks, Recreation and Beautification Board - Janet Shelton has served three terms. This is a nomination for Mayor Watts. Public Art Committee - Joe Holland has resigned. This is a nomination for Council Member Briggs. Traffic Safety Commission - Brad Hudson has resigned. This is a nomination for Council Member Hawkins. Cameron Cox has moved outside of the city limits and has resigned. This is a nomination for Council Member Johnson. Nominations could be made and voted on at this meeting should the Council desire. Approval would be contingent on completion of the confirmation process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -966, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Development CM/ ACM: John Cabrales Date: October 20, 2015 SUBJECT Consider approval of a resolution by the City of Denton, Texas, authorizing the City Manager to sign and submit an amendment to the 2013 and 2014 Action Plans for Housing and Community Development submitted in June 2013 and June 2014 to the U.S. Department of Housing and Urban Development; with appropriate certifications, as authorized and required by the Housing and Community Development Act of 1974, as amended, and the Affordable Housing Act of 1990, as amended; and providing for an effective date. The Community Development Advisory Committee recommended approval unanimously. BACKGROUND The 2013 Action Plan was approved by City Council May 7, 2013. The 2014 Action Plan was approved on May 6, 2014. Both Action Plans included an allocation of HOME funding to the Denton Affordable Housing Corporation's (DAHC) Affordable Housing Opportunity Program (AHOP). Due to the delay in spending these funds on AHOP projects, DAHC is requesting that $42,000 in 2013 funding and $41,000 in 2014 funding be reallocated to the Bolivar Rental Rehabilitation project. DAHC recently purchased a six -plex at 2118 Bolivar Street and would like to use the HOME funding to renovate the property and provide affordable rental housing to low and moderate - income households. Also, Community Development staff is requesting that the funds remaining in the AHOP, after the reallocation of funds to the Bolivar Rental project, be reallocated to the City's Home Improvement Program (HIP). This amendment would provide an additional $26,086 in funding for the HIP program and would ensure that all HOME funds are spent in a timely manner. OPTIONS City Council may approve the resolution and reallocation of the City's HOME 2013 and 2014 funding or City Council may choose not to approve the resolution. RECOMMENDATION Staff recommends approval of the proposed amendments to the 2013 and 2014 Action Plans for Housing and Community Development. ESTIMATED SCHEDULE OF PROJECT The rehabilitation of the Bolivar rental units should be completed by April 2016. All remaining HOME HIP funds from 2013 and 2014 will be expended by May 2016. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -966, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Community Development Advisory Committee met on September 10, 2015. They reviewed the request from DAHC and Community Development staff and are recommending approval of the proposed amendments to the two Action Plans to reallocate $109,086 in HOME funding to the Bolivar rental rehabilitation project and the Home Improvement Program. FISCAL INFORMATION Funding for the proposed project will be from the City's 2013 and 2014 HOME program allocations from the U.S. Department of Housing and Community Development. BID INFORMATION N/A F,XHIRITS 1. 2013, 2014 Action Plan Revisions 2. Unofficial CDAC Minutes of September 10, 2015 3. Resolution Respectfully submitted: Lancine Bentley Community Improvement Manager Prepared by: Barbara Ross Community Development Manager City of Denton Page 2 of 2 Printed on 10/15/2015 2013 PROJECTS /ACTIVITIES SUMMARY EXHIBIT 1 Revised 9/30/2015 The City of Denton's estimated total federal and program income funding for 2013 is $1,385,808 (includes $69,710 of Reprogrammed Funds). Program funds have been allocated to an array of projects and activities to benefit low and moderate - income households. A total of 82.8% of all CDBG and HOME funds has been allocated to low and moderate income activities not including administration and CHDO operating activities. Each project is described in detail from pages 8 to 14 and is arranged by alphabetically order. See the following list of CDBG and HOME proposed projects and activities for their assigned page number: Index Project Name National Objective CDBG Funds HOME Funds Reallocated Funds 2013 Funds Reallocated Funds 2013 Funds 8 City of Denton Kids Camp LMC $20,000 8 lCommunity Development Administration N/A $171,492 $39,221 9 Denton Affordable Housing Corp - Operating Costs $16,360 9 Denton Affordable Housing Corp. - Affordable Housing Opportunity Program LMH $28,000 9 Denton Affordable Housing Corp. - [Bolivar Rental Rehabilitation Program LMH $42,000 9 Denton City County Day School LMC $32,000 10 Denton County Friends of the Family LMC $25,000 10 airoaks Facility Improvements LMC $17,250 11 H ealth Care, Inc. LMC $17,000 11 Fred Moore Day Nursery Improvements LMC $268,400 12 Health Services of North Texas LMC $27,000 12 [Home Improvement Program LMH $104,351 $4,348 $306,138 13 Homebuyer Assistance Program LMH $65,362 $84,638 13 Minor Repair Program LMH $86,129 14 IServe Denton/Wheeler Center Playground LMC $25,000 14 S Programs for Aging Needs LMC $6,119 Total Funding Allocated to Projects 1 $65,362 $884,379 $4,348 $431,719 Funding Available 1 $65,362 $884,379 $4,348 $431,719 Balance of Funds $0 $0 $0 $0 Total for Low and Moderate Activities $65,362 $712,887 4,348 392,498 Percentage of Low /Moderate Income Activities 100% 81% 100% 91% Page 7 2014 PROJECTS /ACTIVITIES SUMMARY EXHIBIT 1 Revised 9/30/2015 The City of Denton's estimated total federal and program income funding for 2014 is $1,319,889 (includes $25,000 of Reprogrammed Funds). Program funds have been allocated to an array of projects and activities to benefit low and moderate- income households. A total of 82% of all CDBG and HOME funds has been allocated to low and moderate income activities not including administration and CHDO operating activities. Each project is described in detail from pages 7 to 13 and is arranged by alphabetically order. See the following list of CDBG and HOME proposed projects and activities for their assigned page number: Index Project Name National Objective CDBG HOME TOTAL Reallocated Funds 2014 Funds 2014 Funds 7 City of Denton Kids Camp LMC $25,000 $25,000 7 Community Development Administration N/A $171,758 $43,609 $215,367 8 Denton Affordable Housing Corp. - AHOP Program LMH $28,000 8 Denton Affordable Housing Corp. - Operating Costs LMH $18,554 $87,554 8 Denton Affordable Housing Corp. - Bolivar Rental Rehabilitation Program LMH $41,000 8 Denton City County Day School LMC $34,000 $34,000 9 Denton City County Day Improvements LMC $102,767 $102,767 9 Denton County Friends of the Family LMC $25,000 $25,000 10 Fred Moore Day Nursery Improvements LMC $40,000 $40,000 10 Health Services of North Texas LMC $29,000 $29,000 11 Home Improvement Program LMH $171,230 $304,932 $463,716 11 Minor Repair Program LMH $25,000 $65,720 $90,720 12 1 Mack Park Playground Replacement LMA $115,000 $115,000 12 Serve Denton Facility Improvements LMC $65,000 $65,000 13 Special Programs for Aging Needs LMC $14,319 $14,300 Total Funding Allocated to Projects $25 ,000 $858,794 $436,095 $1,319,870 Funding Available $25 ,000 $858,794 $436,095 $1,319,889 Balance of Funds $0 $0 $0 $19 Total for Low and Moderate Activities $25,000 $687,036 373,932 1,085,968 Percentage of Low /Moderate Income Activities 100% 80% 86% 82% Page 6 Exhibit 2 Community Development Advisory Committee September 10, 2015 Draft Minutes Members Present: Cekeytra Chambers, Mary Beth Cottingham, Barbara Gailey, Adam Hasley, Valda Morgan, Scott Rozell, Randi Skinner, and Larry Varnes. Members Absent: Codie Causey Staff Present: Barbara Ross Larry Varnes, Chairperson, called the meeting to order at 12:05 pm. He asked the Community Development Advisory Committee (CDAC) members to introduce themselves. It was noted that there were four new members, Cekeytra Chambers, Barbara Gailey, Adam Hasley and Randi Skinner. Mr. Varnes reviewed the Committee's responsibilities. He described the process used to develop and present recommendations to City Council regarding the projects funded through the Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funding. It was noted that the Committee's recommendations are presented and discussed at a Council work session and are then usually placed on the regular Council agenda as a "Consent Agenda" item and are passed without further discussion. Mr. Varnes, Mr. Rozell and Ms. Morgan encouraged the new members to take a tour of the proposed projects prior to the applicant presentations. They pointed out that visiting the project sites is very helpful when developing funding recommendations. Sheila Harper, Executive Director of Denton Affordable Housing Corporation (DAHC), introduced herself. Ms. Harper stated that DAHC was formed in 1993 and in 1995, Jane Provo, the first executive director was hired. Ms. Harper reviewed the development of DAHC and stated that their initial mission was to renovate homes and provide down payment and closing cost assistance for low to moderate - income households that wanted to purchase a home. However, in order to maintain their revenue stream, DAHC began to purchase and renovate rental properties. These rental units were made available to low /mod renters. Rents were based on guidelines from the U.S. Department of Housing and Urban Development. Ms. Harper described DAHC's collaborative efforts with other local service agencies such as Friends of the Family, Giving HOPE and others to house those in need in the Denton community. DAHC now owns 86 rental units and has provided 200 homebuyers with assistance in purchasing their new homes. 1 I P aged Exhibit 2 Ms. Harper became executive director in 2010. She described the current housing market and how even the HUD homes, that previously sold for the amount owed on them, were now being sold at market rates. She commented that DAHC is interested in boosting the value of existing homes and improving the appearance of neighborhoods. However, DAHC could no longer re- coup the costs associated with the purchase, renovation and sale of these units to lower income households. They have not been able to purchase many homes at an affordable price. Ms. Harper stated that the current high costs associated with single family units, is one reason why DAHC is asking to reallocate their "Affordable Housing Opportunity Program" (AHOP) funding to a rental project. She noted that the current average rental rate is $835 for a two - bedroom unit. DAHC's goal will be to assist families in getting an affordable unit. They plan to lease the units for $650 per month. Ms. Ross asked if this rent level complied with Federal requirements. Ms. Harper indicated that it did. It was also noted that there was quite a bit of deferred maintenance on the property. The HOME funds will be used to complete a rehabilitation of the six -plex. Mr. Varnes opened the session for questions. He asked Ms. Harper when the property was purchased. She stated it was purchased in January 2015. Mr. Morgan asked if the units were currently occupied. Ms. Harper indicated that all six units were occupied. She added that there was a large area in back of the building that they would like to make available as a place for children to play and they are also going to add a laundry room. Other items that need some work are the concrete steps and the foundation. However, she noted that the structure is sound. Ms. Harper noted that the improvements to the rental facility would also improve the neighborhood. Ms. Gailey stated that the building also needed gutters. Ms. Harper agreed that new trim board and gutters were needed. Ms. Morgan asked about the cost vs. the amount of funding that DAHC is requesting. Ms. Harper stated that the repairs should cost approximately $100,000. Mr. Varnes asked about the source of the additional funds needed for the project. Ms. Harper stated that additional funds would come from DAHC's operating funds. Mr. Varnes asked about the $28,000 that would still be in the budget for the AHOP. Ms. Harper stated that it would be used for that program and noted the two units that they plan to sell under the AHOP on Creek and Juno Streets. Ms. Ross explained that approximately $26,000 would also be made available for the City's Home Improvement Program. This is an attempt to ensure that all HOME funds are expended as quickly as possible. Mr. Rozell provided a re -cap of the request, stating that the funds could not be expended under the AHOP and that most of the funds would now be used for rehabilitation of affordable rental units, and the City's home improvement program. Mary Beth Cottingham arrived at this time and Mr. Varnes reviewed the discussion. Ms. Harper commented that three of the units would provide housing to households that were previously 2 1 P a g e� Exhibit 2 homeless or have special needs. Ms. Chambers asked if all the current tenants were low income. Ms. Harper stated that the tenants are low income. Ms. Gailey asked if DAHC did a criminal background check. Ms. Harper said that they do a check and do not allow sexual predators to rent a unit. She also explained how they review the criminal records and if the prospective renter has been found guilty of a violent crime or use of drugs in the past five years, they would not approve their rental of a DAHC unit. Ms. Harper left the meeting at this time. Mr. Rozell opened the discussion regarding the reallocation of funds. Ms. Skinner asked if funds from the current year, could be allocated to be spent in a future year on a specific project that would be ready to start at that time. Ms. Ross indicated that due to HUD's "timeliness" requirements, the annual funding requests should be for projects /programs that can be completed in that program year or where most of the funds can be expended during that time. Mr. Hasley asked if the project served only the homeless. Ms. Ross indicated that only certain units would be used for that purpose. Mr. Varnes added that some of DAHC's housing programs assist the homeless or potentially homeless. Mr. Hasley asked if projects could be assisted if they are outside the city. Ms. Ross indicated that the HOME funds must be spent inside the city limits but, that DAHC also receives State funds that can be used in other communities. Mr. Varnes indicated that the Bolivar project appears to live up to DAHC's mission and the City's HOME funding requirements. Mary Beth Cottingham made a motion to approve the requested reallocation of HOME funds to the Bolivar rental project. Scott Rozell seconded the motion. The motion passed unanimously. Members discussed future meetings and agreed to review the application and make any changes via email. Barbara Gailey pointed out an error in the March 30, 2015 minutes. Ms. Ross wasn't certain that the previous Committee's minutes could be revised by the current Committee but said that she would check into it. Mr. Rozell made a motion to adjourn. Mr. Hasley seconded the motion. All were in favor and the meeting was adjourned. 31Pagee. \\C00AQ\Department,s\LeyANQur Oxciam WHEREAS, the City of Denton is concerned with the development of viable urban communities. development opportunities; and SECTION I The City Council authorizes the City Manager or his designee to handle all fiscal and administrative matters related to the Ixtion Plays, SECTION 3, This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED \ \CODAD\ artments \LepN urpocuuroants\Res 4utlans \15 \2013 14AMendmentAC OnPhnsodocx .WEST, JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM; ANITA BURGESS, CITY ATTORNEY City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -972, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Development CM/ ACM: John Cabrales, Jr. Date: October 20, 2015 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving the First Amendment to the 2014 -15 agreement between the City of Denton and the Denton Affordable Housing Corporation; authorizing the City Manager to execute the First Amendment and to expend funds with respect to the First Amendment; and providing for an effective date. The Community Development Advisory Committee unanimously recommended approval. BACKGROUND The 2013 Action Plan was approved by City Council May 7, 2013. The 2014 Action Plan was approved on May 6, 2014. Both Action Plans included an allocation of Home Investment Partnerships Program (HOME) funding to the Denton Affordable Housing Corporation's (DAHC) Affordable Housing Opportunity Program (AHOP). The Funding Agreement between the City and DAHC dated September 16, 2014, included the allocation of both 2013 and 2014 funding to this program and operating costs. Due to the delay in spending these funds on AHOP projects, DAHC is requesting that $42,000 in 2013 funding and $41,000 in 2014 funding be reallocated to the Bolivar Rental Rehabilitation project. DAHC recently purchased a six -plex at 2118 Bolivar Street and would like to use the HOME funding to renovate the property and provide affordable rental housing to low and moderate - income households. The remaining funds will be allocated to the City's Home Improvement Program (HIP). OPTIONS City Council may choose to approve or take no action on the amendment. RECOMMENDATION The Community Development Advisory Committee recommends approval. ESTIMATED SCHEDULE OF PROJECT The revised schedule in the amendment estimates that all funding will be expended by the end of May 2016. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 10, 2015, the Community Development Advisory Committee reviewed and recommended approval of the request by the Denton Affordable Housing Corporation and Community Development staff to reallocate the 2013 and 2014 HOME funding. City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -972, Version: 1 FISCAL INFORMATION Funding allocated through this amendment is 2013 and 2014 HOME Program funding. No general funds are included in the program. BID INFORMATION N/A EXHIBITS 1. Draft CDAC Minutes from September 10, 2015 2. Ordinance Respectfully submitted: Lancine Bentley Community Improvement Manager Prepared by: Barbara Ross Community Development Manager City of Denton Page 2 of 2 Printed on 10/15/2015 Exhibit 1 Community Development Advisory Committee September 10, 2015 Draft Minutes Members Present: Cekeytra Chambers, Mary Beth Cottingham, Barbara Gailey, Adam Hasley, Valda Morgan, Scott Rozell, Randi Skinner, and Larry Varnes. Members Absent: Codie Causey Staff Present: Barbara Ross Larry Varnes, Chairperson, called the meeting to order at 12:05 pm. He asked the Community Development Advisory Committee (CDAC) members to introduce themselves. It was noted that there were four new members, Cekeytra Chambers, Barbara Gailey, Adam Hasley and Randi Skinner. Mr. Varnes reviewed the Committee's responsibilities. He described the process used to develop and present recommendations to City Council regarding the projects funded through the Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funding. It was noted that the Committee's recommendations are presented and discussed at a Council work session and are then usually placed on the regular Council agenda as a "Consent Agenda" item and are passed without further discussion. Mr. Varnes, Mr. Rozell and Ms. Morgan encouraged the new members to take a tour of the proposed projects prior to the applicant presentations. They pointed out that visiting the project sites is very helpful when developing funding recommendations. Sheila Harper, Executive Director of Denton Affordable Housing Corporation (DAHC), introduced herself. Ms. Harper stated that DAHC was formed in 1993 and in 1995, Jane Provo, the first executive director was hired. Ms. Harper reviewed the development of DAHC and stated that their initial mission was to renovate homes and provide down payment and closing cost assistance for low to moderate - income households that wanted to purchase a home. However, in order to maintain their revenue stream, DAHC began to purchase and renovate rental properties. These rental units were made available to low /mod renters. Rents were based on guidelines from the U.S. Department of Housing and Urban Development. Ms. Harper described DAHC's collaborative efforts with other local service agencies such as Friends of the Family, Giving HOPE and others to house those in need in the Denton community. DAHC now owns 86 rental units and has provided 200 homebuyers with assistance in purchasing their new homes. 1 I P aged Ms. Harper became executive director in 2010. She described the current housing market and how even the HUD homes, that previously sold for the amount owed on them, were now being sold at market rates. She commented that DAHC is interested in boosting the value of existing homes and improving the appearance of neighborhoods. However, DAHC could no longer re- coup the costs associated with the purchase, renovation and sale of these units to lower income households. They have not been able to purchase many homes at an affordable price. Ms. Harper stated that the current high costs associated with single family units, is one reason why DAHC is asking to reallocate their "Affordable Housing Opportunity Program" (AHOP) funding to a rental project. She noted that the current average rental rate is $835 for a two - bedroom unit. DAHC's goal will be to assist families in getting an affordable unit. They plan to lease the units for $650 per month. Ms. Ross asked if this rent level complied with Federal requirements. Ms. Harper indicated that it did. It was also noted that there was quite a bit of deferred maintenance on the property. The HOME funds will be used to complete a rehabilitation of the six -plex. Mr. Varnes opened the session for questions. He asked Ms. Harper when the property was purchased. She stated it was purchased in January 2015. Mr. Morgan asked if the units were currently occupied. Ms. Harper indicated that all six units were occupied. She added that there was a large area in back of the building that they would like to make available as a place for children to play and they are also going to add a laundry room. Other items that need some work are the concrete steps and the foundation. However, she noted that the structure is sound. Ms. Harper noted that the improvements to the rental facility would also improve the neighborhood. Ms. Gailey stated that the building also needed gutters. Ms. Harper agreed that new trim board and gutters were needed. Ms. Morgan asked about the cost vs. the amount of funding that DAHC is requesting. Ms. Harper stated that the repairs should cost approximately $100,000. Mr. Varnes asked about the source of the additional funds needed for the project. Ms. Harper stated that additional funds would come from DAHC's operating funds. Mr. Varnes asked about the $28,000 that would still be in the budget for the AHOP. Ms. Harper stated that it would be used for that program and noted the two units that they plan to sell under the AHOP on Creek and Juno Streets. Ms. Ross explained that approximately $26,000 would also be made available for the City's Home Improvement Program. This is an attempt to ensure that all HOME funds are expended as quickly as possible. Mr. Rozell provided a re -cap of the request, stating that the funds could not be expended under the AHOP and that most of the funds would now be used for rehabilitation of affordable rental units, and the City's home improvement program. Mary Beth Cottingham arrived at this time and Mr. Varnes reviewed the discussion. Ms. Harper commented that three of the units would provide housing to households that were previously 2 1 P a g e� homeless or have special needs. Ms. Chambers asked if all the current tenants were low income. Ms. Harper stated that the tenants are low income. Ms. Gailey asked if DAHC did a criminal background check. Ms. Harper said that they do a check and do not allow sexual predators to rent a unit. She also explained how they review the criminal records and if the prospective renter has been found guilty of a violent crime or use of drugs in the past five years, they would not approve their rental of a DAHC unit. Ms. Harper left the meeting at this time. Mr. Rozell opened the discussion regarding the reallocation of funds. Ms. Skinner asked if funds from the current year, could be allocated to be spent in a future year on a specific project that would be ready to start at that time. Ms. Ross indicated that due to HUD's "timeliness" requirements, the annual funding requests should be for projects /programs that can be completed in that program year or where most of the funds can be expended during that time. Mr. Hasley asked if the project served only the homeless. Ms. Ross indicated that only certain units would be used for that purpose. Mr. Varnes added that some of DAHC's housing programs assist the homeless or potentially homeless. Mr. Hasley asked if projects could be assisted if they are outside the city. Ms. Ross indicated that the HOME funds must be spent inside the city limits but, that DAHC also receives State funds that can be used in other communities. Mr. Varnes indicated that the Bolivar project appears to live up to DAHC's mission and the City's HOME funding requirements. Mary Beth Cottingham made a motion to approve the requested reallocation of HOME funds to the Bolivar rental project. Scott Rozell seconded the motion. The motion passed unanimously. Members discussed future meetings and agreed to review the application and make any changes via email. Barbara Gailey pointed out an error in the March 30, 2015 minutes. Ms. Ross wasn't certain that the previous Committee's minutes could be revised by the current Committee but said that she would check into it. Mr. Rozell made a motion to adjourn. Mr. Hasley seconded the motion. All were in favor and the meeting was adjourned. 31Pagee. XOQQA�M PASSED AND APPROVED this the day of 201 a I. ATTFST: JENNIFERW ALTER S, CITY SECRETARY m APPROVED AS TO LEGAL FORM: ANITA BURGESS, CIT Y AT-fORNEY wm 40", UAW All 10,91 Wil I "112,191111 NONE < »z» > >f$£6 <: ?\ < 11 , t 1. Attachment "B" Program Budget is revised as follows: Bolivar Rental Rehabilitation project $83,000 Affordable Housing Opportunity Program $56,000 CHDO Operating Expenses $34,914 TOTAL 2013-14 BUDGET $173,2,Lfl »® remaining $26,086 previously awarded to the Contractor will be reallocated to the City of Denton's Horne Improvement Program budget. ■ FOROK40,113*4M) WME day of IN WITNESS of which this First Amendment has been executed on this the -ii—At 2015, by the duly authorized officials of the City and Contractor. � �Qallm GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY M BY� SHEILA HARPER EXECUTIVE DIRECTOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S15 -0008, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: October 20, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a Specific Use Permit (SUP) for a Drive - Through Facility in a Downtown Commercial General (DC -G) zoning district and use classification. The approximately .30 acre site is generally located on the east side of South Carroll Boulevard and approximately 130 feet south of Maple Street; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (S15-0008) The Planning and Zoning Commission recommended approval of this request, subject to conditions (7 -0). BACKGROUND The applicant, on behalf of Access Bank of Texas, would like to develop the site with a Drive - Through Facility as a remote ATM for Access Bank's main banking facility on the adjacent lot to the south. This remote ATM would be in addition to the existing Drive - Through Facility at the bank. The subject property has a zoning designation of Downtown Commercial General (DC -G) District, which requires a Specific Use Permit (SUP) for a Drive - Through Facility use. Staff has analyzed the proposal and has determined that it conforms to the conditions for approval set forth in Section 35.6.4 of the Denton Development Code (DDC), is generally compatible with the adjacent land uses, and meets the goals of the Denton Plan 2030. The proposed ATM is located in a transition area between Downtown and the University of North Texas, where development includes both commercial and residential uses. While a diverse mix of uses is desired in this area, when a use requires an SUP, it is necessary to review and analyze the proposed land use and the associated site plan to ensure compatibility with the area, protecting the integrity of surrounding land uses. In this particular case, the proposed use will be compatible with the surrounding commercial and office development, but may create a lighting nuisance for a nearby residential use. In terms of consistency with the surrounding commercial uses, the adjacent banking facility associated with the proposed ATM currently has drive - through banking, so the addition of a remote ATM will not substantially alter the character or functioning of the area. Furthermore, the proposed building materials, landscaping, and site design will lessen the visual impacts on the surrounding residential properties, and enhance the public realm for pedestrians. It should, however, be taken into consideration that there is an existing Single - Family Dwelling across Pacific City of Denton Page 1 of 3 Printed on 10/15/2015 File #: S15 -0008, Version: 1 Street directly in front of the proposed ATM's exit. As vehicles exit the ATM at night, their headlights will shine directly into that dwelling, possibly causing a nuisance. To mitigate this nuisance, Staff suggested reversing the traffic pattern so that vehicles would enter the site from Pacific Street and exit into the Access Bank parking area, which will require the ATM kiosk to be relocated to the east of the drive aisle. The applicant is not amenable to Staff's suggestion to reverse the traffic pattern. He provided a letter to the Planning and Zoning Commission stating the owner of the existing Single - Family Dwelling has no concerns about the headlights and intends to eventually redevelop the site into commercial offices. However, tenants currently occupy the property, and the zoning designation of this Single - Family Dwelling is Downtown Residential 1 (DR -1) District, a primarily residential zoning district. In order to redevelop the site as the owner indicates, the property would require a zoning change, which includes two public hearings and an in -depth analysis of the current and future land use patterns. The City has not received any applications and has not been provided with a timeline on the potential redevelopment of the property. Although the owner of the Single - Family Dwelling has expressed the desire to redevelop the property, Staff must also consider the interests of the occupant of the Dwelling and his or her ability to enjoy the use of the property free of lighting nuisances created by the proposed ATM. As such, Staff recommends the reversal of the traffic pattern. A thorough analysis of the proposed land use and associated site plan details is reflected in the Staff Analysis. To comply with public hearing notice requirements, 9 public hearing notices were mailed to property owners within 200 feet of the subject property. In addition, 8 courtesy notices to physical addresses within 500 feet of the subject property were also mailed. A notice was published in the Denton Record Chronicle and signs were placed on the property. As of the writing of this staff report, staff has received 3 responses in favor and one response in opposition of the SUP request. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommended approval of this request with the following conditions (7- 0): 1. The development must substantially conform to the proposed site plan. 2. The development must substantially conform to the proposed landscape plan. 3. The exterior of the proposed ATM kiosk and monument sign must be constructed of similar building materials to those used on the existing adjacent bank facility, including brick, stone, and stucco. 4. The exterior of the proposed ATM kiosk and monument sign must include similar color pallet to the existing adjacent bank facility. Staff recommends approval of the request, subject to the following conditions: City of Denton Page 2 of 3 Printed on 10/15/2015 File #: S15 -0008, Version: 1 1. The development must substantially conform to the proposed site plan, but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 2. The development must substantially conform to the proposed landscape plan, but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 3. The exterior of the proposed ATM kiosk and monument sign must be constructed of similar building materials to those used on the existing adjacent bank facility, including brick, stone, and stucco. 4. The exterior of the proposed ATM kiosk and monument sign must include similar color pallet to the existing adjacent bank facility. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 2, 2015, the Planning and Zoning Commission recommended approval of this request with conditions (7 -0). EXHIBITS Staff Analysis Site Location/Aerial Map Zoning Map Future Land Use Map Proposed Site Plan Proposed Landscape Plan Public Notification Map and Responses Planning and Zoning Commission Meeting Minutes Draft Ordinance Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Julie Wyatt Associate Planner City of Denton Page 3 of 3 Printed on 10/15/2015 Exhibit 1 REQUEST: Consider making a recommendation to City Council regarding a Specific Use Permit for a proposed Drive - Through Facility for an automated teller machine (ATM) on approximately 0.3 acres, located on the east side of South Carroll Boulevard and approximately 130 feet south of Maple Street. OWNER: Access Bank Texas APPLICANT: Jerald Yensan BACKGROUND: The applicant, on behalf of Access Bank of Texas, would like to develop the site with a Drive - Through Facility as a remote ATM for Access Bank's main banking facility on the adjacent lot to the south. This remote ATM would be in addition to the existing Drive - Through facility at the bank. The subject property has a zoning designation of Downtown Commercial General (DC -G) District, which requires a Specific Use Permit (SUP) for a Drive - Through Facility use. Pursuant to Section 35.23.2 of the Denton Development Code (DDC), Definitions, the proposed ATM meets the definition of a Drive - Through Facility. Drive - Through Facilities are defined as, "A facility or structure that is designed to allow drivers to remain in their vehicles before and during an activity on the site. Drive - through facilities are a type of site development that is usually found in conjunction with a quick vehicle servicing use or other retail sales and service use." SITE DATA: The subject site is approximately 0.30 acre and is generally located on the east side of South Carroll Boulevard and approximately 130 feet south of Maple Street. The parcel is a narrow triangle with approximately 202 feet of frontage on South Carroll Boulevard, a Primary Major Arterial. However, it will not be accessed from South Carroll Boulevard. The site will be accessed from the adjacent banking facility's parking area and Pacific Street. A 30 -foot public access and public utility easement encumbers the southern portion of the property. The site is undeveloped and has one large tree on the northeast corner of the site. USE OF PROPERTY UNDER CURRENT ZONING: Downtown Commercial General (DC -G) District is intended to provide a mix of uses that would typically be found in a walkable city center, where commercial and institutional uses are integrated horizontally and vertically. Dense, compact development is encouraged with a maximum density Exhibit 1 of 150 dwelling units per acre, no minimum lot sizes or dimensions, and a maximum lot coverage of 85 %. Permitted uses include Attached Single- family Dwellings, Dwellings above Businesses, Retail Sales and Service, Restaurants, Bars, Parks, Open Space, Colleges, Hospitals, and Religious Institutions. Multi - Family Dwellings, Auto and RV Sales, and Commercial Parking Lots are permitted with a Limitation. Group Homes, Movie Theaters, and Drive - Through Facilities, are permitted with a Specific Use Permit (SUP). The permitted schedule of uses is attached for reference. SURROUNDING ZONING AND LAND USES: North: Properties to the north are zoned as DC -G District and DR -1 District and developed with an Office and Single - Family Dwellings. East: Properties to the east are zoned as DC -G District and DR -1 District and developed with Single - Family Dwellings and Professional Services and Offices. South: Properties to the south are zoned as DC -G District and DR -1 District and developed with Professional Services and Offices West: Property to the west is zoned as DR -1 and is developed with a Cemetery. COMPATIBILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the Downtown University Core District is to encourage mixed use developments within specified commercial areas of the district. The surrounding area includes DC -G District and DR -1 District. To the northeast of the subject property, located between South Carroll Boulevard and South Elm Street, is an existing established neighborhood with a zoning designation of DR -1 District. Commercial uses and Multi - family Dwellings are located along South Carroll Boulevard in the DC -G District. This is a transition area between the Downtown area, the high density residential development near the University of North Texas, and the existing neighborhood to the northeast. The proximity to South Carroll Boulevard, a Primary Major Arterial, creates substantial vehicular traffic near the subject property, but the location between Downtown and the University also attracts bicyclists and pedestrians to the area. The proposed ATM is compatible with the surrounding zoning and land uses. Typically, a use that requires an SUP is an appropriate use for the zoning district, but will require some conditions to ensure compatibility with the surrounding area and as the area develops per the Future Land Use designation. Since the adjacent banking facility associated with the proposed ATM currently has drive - through banking, an addition of a remote ATM will not substantially alter the character of the area. Furthermore, the proposed building materials, landscaping, and site design will lessen the visual impacts on the surrounding residential properties, and enhance the public realm for pedestrians. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation is Downtown Compatibility Area. Downtown Compatibility Area is intended to, "create compatible form and uses for the areas that serve to strengthen both the Downtown and the adjacent neighborhoods." Current development Planning Report S15 -0008 Page 2 of 8 Exhibit 1 includes commercial, residential, and industrial uses, and infill development is encouraged According to the Denton Plan 2030, "Due to a lack of overriding character, achieving a distinctive character in the area is a goal rather than an attribute to maintain." Development criteria of Downtown Compatibility Area Future Land Use designation include: a) The Downtown Compatibility Area should allow for uses that provide a transition between Downtown and surrounding neighborhoods. b) Typical uses include moderate to high - density residential, neighborhood- serving retail, restaurants, commercial, and office. c) Development should encourage uses that are in close proximity to one another so that all uses are accessible from a single stop or by walking or bicycling. d) Development should address the public realm and contribute to a vibrant environment for pedestrians and bicycles. e) Development should preserve historic structures and features whenever possible. f) Places of worship, schools, parks, and open space are allowed by right. g) Urban agriculture is encouraged. h) The character of this area should be maintained by ensuring that new development is sensitive to the surrounding build and natural contact in scale and form as described above. The proposed the SUP to allow for a Drive - Through Facility is consistent with the Future Land Use Designation of Downtown Compatibility Area. The subject property is currently vacant, and developing the site with an ATM meets the intent to encourage infill development and provide retail service to the surrounding Downtown and University areas. CONSIDERATIONS: 1. Per Section 35.6.4 of the DDC, an SUP may be granted if the proposed use conforms, or can be made to conform through the imposition of conditions, with all standards within the DC-G District and The Denton Plan 2030. The proposed use of Drive - Through Facility will conform to the standards of the DG -G District. 2. Per Section 35.6.4. B; a SUP shall be issued if it meets the following conditions: A. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; The proposed use will not be injurious to the use and enjoyment of other property within the vicinity of the site, as the surrounding area includes a mix of uses, comprising of Single - Family Dwellings, Multi - Family Dwellings, and Commercial uses. However, the proposed traffic pattern of customers entering the site from the Access Bank parking area and exiting onto Pacific Street should be taken into consideration. There is an existing Single - Family Dwelling across Pacific Street directly in front of the proposed ATM's exit. As vehicles exit the ATM at night, their headlights will shine directly into that dwelling, possibly causing a nuisance. To mitigate this nuisance, Staff recommends reversing the traffic pattern so that vehicles enter the site from Pacific Street and exit into the Access Bank parking area, which will require the ATM kiosk to be relocated to the east of the drive aisle. Planning Report 515 -0008 Page 3 of 8 Exhibit 1 This was discussed with the applicant, but he is not amenable to the recommendation. B. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; Given the size of the parcel and the existing built environment, a Drive - Through Facility will not impede the normal and orderly development of the surrounding property. C. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided; Proposed access to the site will be from the Access Bank parking area, exiting onto Pacific Street. No additional access points will be required for the proposed use. Future impacts on public infrastructure or public facilities or services will be further evaluated and addressed with the review of the plat and building permits, prior to construction of any improvements on the subject property. D. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; Access to the site will be one -way, with vehicles entering and exiting the ATM queue from the Access Bank parking area and Pacific Street. This traffic pattern will have minimal impact on the existing sidewalk or traffic pattern on South Carroll Boulevard. The City's Engineering staff has reviewed the proposal and has determined that there is adequate vehicular stacking to accommodate the proposed ATM. The proposed development, including structures and drive aisles, must meet all applicable DDC requirements at building permit. E. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; The proposed use would not generate additional odors, fumes, dust, or vibration that exceeds what a typical commercial use would generate, and therefore will not create a negative impact. F. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties; and Lighting installed for the proposed development shall comply with light and glare requirements outlined in the DDC and compliance with the DDC will be reviewed with the Building Permit application. G. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. Planning Report S15 -0008 Page 4 of 8 Exhibit 1 The applicant has provided a Landscape Plan which meets the DDC requirements for Landscape area and Tree Canopy. The proposed landscaping would use native plants similar to the adjacent banking facility to harmonize with the surrounding area. The adjacent property to the north is commercial, and therefore, no buffer is required. 3. Per Section 35.6.4. C; a SUP shall be issued if adequate capacity of infrastructure can and will be provided to and through the subject property. Adequate capacity of infrastructure can will be provided to and through the subject property and will be addressed during the building permit review. 4. Per Section 35.6.4. D; a SUP shall be issued if the Special Use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone: A. Similarity in scale, bulk, and coverage. The applicant has stated that the proposed development will be in concert with the attached Site Plan and Landscape Plan. Although elevations have not been provided, the proposed ATM kiosk will be approximately 52 square feet, and the proposed total impervious coverage is 3,840 square feet, 34% of the lot, meeting the lot coverage and setback requirements for the DC -G District. B. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. Since the proposed ATM will be used in addition to the existing Drive - Through banking at the adjacent main banking facility, staff does not anticipate that it will create a traffic nuisance on the surrounding street network. C. Architectural compatibility with the impact area. Elevations for the ATM kiosk and proposed monument sign have not been provided. However, in order to ensure compatibility and to complement the existing banking facility and surrounding area the applicant proposes the following: 1. The exterior of the proposed ATM kiosk would be constructed of similar building materials to those used on the existing adjacent bank facility. The existing facility building materials include, brick, stone, and stucco. 2. The exterior of the proposed ATM kiosk would include similar color pallet to the existing adjacent bank facility. Planning Report S15 -0008 Page 5 of 8 Exhibit 1 3. The proposed landscaping would use native plants similar to those used in the adjacent banking facility. 4. The proposed signage on the site would include a 12 -foot by 4 -foot monument sign located in a landscaped entrance feature. D. Air quality, including the generation of dust, odors, or other environmental pollutants. The proposed use does not generate dust, odors, or other environmental pollutants, and therefore will not create a negative impact. E. Generation of noise, light, and glare. The proposed traffic pattern could create a nuisance to the single- family dwelling across Pacific Street, as headlights from exiting vehicles would shine into the dwelling at night. To mitigate this nuisance, Staff recommends reversing the traffic pattern so that vehicles enter the site from Pacific Street and exit into the Access Bank parking area, which will require the ATM kiosk to be relocated to the east of the drive aisle. F. The development of adjacent properties as envisioned in The Denton Plan 2030. The Denton Plan 2030 designates the subject property and the surrounding area as Downtown Compatibility Area. The intent is to encourage commercial, residential, industrial, and infill development in order to strengthen Downtown and the adjacent neighborhoods. Since the area does not have an overriding character, new development should contribute to the development of distinctive character. The proposal of an ATM will provide necessary infill development on a small, narrow lot on a major thoroughfare. Additionally, the proposed building materials and landscaping will complement the existing development and add to the appeal of the area. G. Other factors found to be relevant to satisfy the requirements of this Chapter. The staff has reviewed the request that it conforms to applicable requirements of the DDC. 5. Neighborhood meetings are not required, but staff strongly recommends that an applicant conduct a neighborhood meeting in order to inform area residents and property owners of the proposed development. Although a neighborhood meeting was recommended to the applicant, he declined the request to hold a meeting. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030, subject to the following conditions: 1. The development must substantially conform to the proposed site plan, but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit Planning Report 515 -0008 Page 6 of 8 Exhibit 1 into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 2. The development must substantially conform to the proposed landscape plan, but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 3. The exterior of the proposed ATM kiosk and monument sign must be constructed of similar building materials to those used on the existing adjacent bank facility, including brick, stone, and stucco. 4. The exterior of the proposed ATM kiosk and monument sign must include similar color pallet to the existing adjacent bank facility. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 9 notices were sent to property owners within 200 feet of the subject property, 8 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. PROJECT TIMELINE: ATTACHMENTS: • Aerial Map • Zoning Map • Future Land Use Map • Site Plan • Landscape Plan • Notification Map Planning Report 515 -0008 Page 7 of 8 Business Days Business Subject Date under Days out DRC Review to Applicant Application Received June 4, 2015 1 st Submittal sent to DRC Members June 10, 2015 10 Comments Released to Applicant June 26, 2015 DRC Meeting with Staff July 2, 2015 2111 Submittal Received July 10, 2015 6 Comments Released to Applicant July 24, 2015 10 Total Business Days 20 6 ATTACHMENTS: • Aerial Map • Zoning Map • Future Land Use Map • Site Plan • Landscape Plan • Notification Map Planning Report 515 -0008 Page 7 of 8 Exhibit 1 Prepared By: Julie Wyatt, Associate Planner Date: 08/03/2015 Reviewed By: PQCA!V �. Ron Menguita, AICP Development Review Committee Administrator Date: 8/28/15 Reviewed By: Munal Mauladad Assistant Director of Planning and Development Date: 08/28/15 Planning Report S15 -0008 Page 8 of 8 50 100 200 Feet CITY C7 F DENTON Project No: S15-0008 ATM Aerial Map 0008 AT WGIN M,,p,\,' , V, 0008 ,,,,d 420 Vicinity Map 11 .. ........ ... . , . .. ... .... ,- . . .. V, ....... 0008 AT MAN 0008 ,,,,d .................................................................................... .............................................................. ................................................................................. .......................................................... .... ..... .. X X 6", A J too "D V4 Z'' 6" He'Re 'AA' R 'e A 61, "I' .. .... .. .. .. .... 5, K&I 's- .. . . .. .... 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The subject property is located within a Downtown Commercial General (DC -G) zoning district. Please refer to the City's website (see link below) for staffs analysis. The staff analysis will be posted on Friday, August 28, 2015: �NIII(i �u[(It,u „11`t i isgIC.......�,i( lo, �S The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in- person: Planning and Development Department Attn: Julie Wyatt, Project Manager 221 N. Elm ST Denton, Texas 76201 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 � 'r- opposition'.” Signature: Printed Name: Mailing Address: -�� City, State Zip: Telephone Number: �.<, a:i�,, "R Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS 100 P ,,/ Ah fats, CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 MiIIADW-r-5. Attn: Julie Wyatt, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support anY ippose the request. The Commission is informed of the percent ♦ responses in support an't in opposition. Please circle one: In favor of request Neutral to request Opposed to request Reasonsfor UELMNIUM C17Y OF DENT ON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 - 940.349.8541 • (F) 940.349.7707 200'P&Z Notice L-d Z60968C006 emie)l Amer BLt,:90 9 � L I, find Aug 271510:29a Lane Real Estate Exhibit 7 9408912770 p.1 NOTICE OF PUBLI C HEARING llt Planning • IDevelopment Department Attn: Julie Wyatt, • 221 N. Elm ST Denton, 1 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 In favor of request Neutral to request epos to request Reasons for Opposition: � �•f Exhibit 8 C. Hold_a -ub is -hear ng_ cI_co�s der maljn�_�_t��c>l�a -end t o� to_C" City 11Y ����tc��n� 5�)ec fic �7se Perfllt for a p1cT sed Driv_� Throu -i Fq�� i1y_for an automated teller machine ATl on a roximatel 1�.31� acres located on the east side of South Carroll Boulevard and 1c> 11t t� y 3�� e fit_ south of 1� 1���e _�tt� � t._ � ��� sa�b�� �t �vc>p��� is -located- within Downtown Corr�rnercial (�leneral DC -(�� zonin district. �S15 -0008 Access Bank Texas ATM. Julie Wvatt) 2 Chair Strange stated he does have ownership in this property, however, it is not high enough for a 3 conflict of interest. He has spoken with Legal in regards. Chair Strange opened the public hearing. 4 5 Julie Wyatt, Associate Planner, provided the site data, zoning map, and comprehensive plan. She 6 stated staff recommends to reverse the proposed traffic pattern due the possibility for noise, light, 7 and glare from the existing vehicles into the existing residence across from the subject site. The 8 applicant is not amenable to the change of traffic flow. The proposal of an ATM will provide 9 necessary infill development on a small, narrow lot. The proposed building materials and 10 landscaping will complement the existing development and to the character of the area. 11 12 Julie Wyatt stated staff sent out nine (9) public hearing notifications to property owners within 200 13 feet of the subject site, and eight (8) courtesy notices to property owners within 500 feet of the 14 subject site. At this time, staff has received one (1) returned response in opposition to the request. 15 This returned response is not from the neighbor across from the subject site. The applicant is 16 present. 17 18 Julie Wyatt stated staff recommends approval of the request based on the following conditions: 1. 19 the development must substantially conform to the proposed site plan, but reversing the traffic 20 pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent 21 property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 2. the 22 development must substantially conform to the proposed landscape plan, but reversing the traffic 23 pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent 24 property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 3. the exterior 25 of the proposed ATM kiosk and monument sign must be constructed of similar building materials 26 to those used on the existing adjacent bank facility, including brick, stone, and stucco; and 4. the 27 exterior of the proposed ATM kiosk and monument sign must include similar color pallet to the 28 existing adjacent bank facility. 29 30 Commissioner Dudowicz questioned the dimensions of the proposed ATM. Wyatt stated the 31 applicant could provide that information. 32 33 Kelly Morgan, Nelson Morgan Architects, 2717 Windriver Lane, Denton, Texas. Morgan provided 34 the Commission a copy of the letter from the neighbor across the street from the development, 35 stating they have no concerns with the proposed flow of traffic that could impact their residence. 36 He provided a map indicating the neighboring properties and their owners. In the future Jerry 37 Kelsoe the owner of a lot of the neighboring sites will develop the land into commercial uses. The 38 tenants in the current houses boarding the site are on a 30 day lease at a time. Morgan stated the 39 ATM shouldn't generate a lot of traffic and a lot will not be after 6 in the afternoon. 40 10 Exhibit 8 1 Commissioner Rozell questioned the applicant why he wouldn't want to change the traffic pattern. 2 Morgan stated there are visibility, security, and traffic pattern concerns. 3 4 Commissioner Dudowicz questioned the ATM dimensions. Morgan stated the ATM will be 5 approximately seven feet wide, eight feet long, and 10 -12 feet in height. Commissioner Dudowicz 6 questioned if bank advertisement would be on the side of the ATM facing Carroll Boulevard. 7 Morgan confirmed. 8 9 Commissioner Dudowicz questioned Pacific Street status as development occurs in the area. 10 Morgan stated they are improving Pacific Street through their property line. If the neighboring 11 properties develop, then Pacific Street will develop at that time. 12 13 Commissioner Dudowicz questioned the potential uses for those future developments. Morgan 14 stated office spaces for lease. 15 16 Commissioner Beck questioned the time frame for those potential developments. Morgan stated 17 he doesn't have a time frame. He stated Access Bank is 100% leased out for their office spaces so 18 the potential for development would be sooner rather than later. 19 20 Commissioner Hudspeth questioned the future developments. Wyatt stated the current zoning only 21 allows for residential zoning. They would have to go through the rezoning process in order to allow 22 commercial uses in the future. 23 24 Commissioner Briggle questioned preserving the existing tree on the site. Morgan stated they are 25 committed to preserving the tree. He stated with the reverse flow of traffic it would impact the 26 tree. 27 28 Chair Strange stated he received notices from Greg Erwin, in favor, Jerry Kelsoe, in favor, and 29 Eddie Lane, in favor. He received a notice from Morelle Miller opposed to the request. There was 30 no further discussion, Chair Strange closed the public hearing. 31 32 Commissioner Taylor stated he has been back and forth on his decision for this request. He stated 33 there are various things to consider like the potential for stacking of cars, the monument sign for 34 the bank will increase the traffic for the proposed ATM. He stated he will support this request with 35 staff's conditions; however, he wants to leave the flow of traffic as proposed by the applicant and 36 provided on the site plan. Commissioner Rozell will second the request. 37 38 Commissioner Briggle thanked the applicant on his work for this project and the information 39 provided. She stated she likes to see infill development and the work it took to preserve the tree. 40 41 Commissioner Hudspeth stated in the future he would like to see this Commission be proactive on 42 future developments, like the information Morgan provided for the neighboring sites. 43 44 Commissioner Devin Taylor motioned, Commissioner Andrew Rozell seconded to approve this 45 request based on the following conditions: 1. the development must substantially conform to the 46 proposed site plan, 2. the development must substantially conform to the proposed landscape plan, 11 Exhibit 8 1 3. the exterior of the proposed ATM kiosk and monument sign must be constructed of similar 2 building materials to those used on the existing adjacent bank facility, including brick, stone, and 3 stucco; and 4. the exterior of the proposed ATM kiosk and monument sign must include similar 4 color pallet to the existing adjacent bank facility. Motion approved (7 -0). Commissioner Frank 5 Dudowicz "aye ", Commissioner Amber Briggle "aye ", Commissioner Devin Taylor "aye ", Chair 6 Jim Strange "aye ", Commissioner Andrew Rozell "aye ", Commissioner Larry Beck "aye ", and 7 Commissioner Gerard Hudspeth "aye ". 8 5. HJTt7RE AGENDA ITEMS: lJnder Section 551.042 of the Texas Open Meetin ps Act 1�spgjldL t1%,1 ro the Plan �n��cIL]APRCommission or th oublc w with �_�_' factual information or recitation o�y., or accekt a�rc>r�osal tc> dace the matter c>n the c c>r a1 Vic» in � t n 10 Chair Strange recognized new Commissioners Andrew Rozell, Larry Beck, and Gerard Hudspeth. 11 Commissioner Briggle agreed with Strange's statement to recognize, thank, and welcome the new 12 Commissioners. 13 14 Commissioner Briggle requested a future agenda item to revisit parking requirements, bike racks, 15 and landscape requirements. She requested to see more xeriscape within commercial properties. 16 There was no further discussion. Chair Strange adjourned the meeting at 7:40 p.m. 17 12 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT FOR A DRIVE - THROUGH FACILITY IN A DOWNTOWN COMMERCIAL GENERAL (DC -G) ZONING DISTRICT AND USE CLASSIFICATION. THE APPROXIMATELY .30 ACRE SITE IS GENERALLY LOCATED ON THE EAST SIDE OF SOUTH CARROLL BOULEVARD AND APPROXIMATELY 130 FEET SOUTH OF MAPLE STREET; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (S15-0008) WHEREAS, a request was made by Jerald Yensan to allow a Specific Use Permit for a Drive - Through Facility use on approximately 0.3 acres of land known as Lot 2, Block A of Carroll Park Place Two, Phase II in the City of Denton, Denton County, Texas, (the "Property "); and WHEREAS, the Property is within the Downtown Commercial General zoning classification and use designation (DC -G); and WHEREAS, after notice published, a public hearing was held before the Planning and Zoning Commission in accordance with State law on September 2, 2015, whereby the Planning and Zoning Commission recommended approval of the requested Specific Use Permit; and WHEREAS, after notice published, a public hearing was held before the City Council in accordance with State law and the City Council hereby finds that the request is consistent with the Denton Plan and federal, state, and local law and that the Applicant has agreed to comply with all provisions of the Denton Development Code, as they exist, may be amended, or in the future arising, including but not limited to, this Ordinance, and has further agreed to comply with the additional restrictions and conditions set forth herein; and WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will not be detrimental to the public welfare, safety, or health; and that the SUP should be granted; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. SUP Granted. The Specific Use Permit (SUP) to allow a Drive - Through Facility on the Property is hereby approved, subject to the following conditions: 1. The development must substantially conform to the proposed site plan (Exhibit A), but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 2. The development must substantially conform to the proposed landscape plan (Exhibit A), but reversing the traffic pattern so that vehicles enter the site from the north side on Pacific Street and exit into the adjacent property's parking area, and relocating the ATM kiosk to the east of the drive aisle. 3. The exterior of the proposed ATM kiosk and monument sign must be constructed of similar building materials to those used on the existing adjacent bank facility, including brick, stone, and stucco. 4. The exterior of the proposed ATM kiosk and monument sign must include similar color pallet to the existing adjacent bank facility. SECTION 3. Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be complied with prior to issuance of a Certificate of Occupancy. Failure to comply with any term or condition of the Ordinance will result in the SUP being declared null and void and of no force and effect. The SUP is issued to the entity named above and is assignable and transferable. SECTION 4. SUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if: 1. There is one or more of the conditions imposed by this Ordinance that has not been met or has been violated on the Property; or 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and /or Denton's Zoning Ordinance. SECTION 5. Effective date of SUP. The SUP shall be effective from and after the effective date of this Ordinance. Upon termination of the SUP, the Property shall cease to be used as provided herein unless another SUP or appropriate zoning has been obtained. SECTION 6. Unlawful use. It shall be unlawful for any person, firm, entity, or corporation to make use of the above - referenced Property in some manner other than as authorized by the Denton Code of Ordinances and this Ordinance. SECTION 7. Penalty. Any person, firm, entity or corporation violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00 for each violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. The penal provisions imposed under this Ordinance shall not preclude Denton from filing suit to enjoin the violation and it retains all Legal rights and remedies available to it under local, state and federal law. SECTION 8. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 9. Effective Date of Ordinance. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY Lt i APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IC CHRIS WATTS, MAYOR Exhibit A Site Plan and Landscape Plan ?F B'g NORtN30Ut;C z 3 �� i - o \6 x a a, �4 PA IFIC ..� 1. __ ___ _ .. -.. £ c. s.. 50.. l 5 R �F. OPINION 90 L m n G_ n z D v Ego O ❑ 000 MEN 2 x Aj f _ R 1t 1to o$ °np " Y e u ° Fn R �F. OPINION 90 L m n G_ n z D v Ego O ❑ 000 MEN 2 x Aj f _ P E Cg {qi NEW ATM DR VE- THROUGH 7 �� 8$mza$nig �✓`�`�1Ja11 ... 9sl}f " M DEMON TEXAS . m m z 34 5- 17.0 mi as goC-- m Z jo T Ri, f PRELIMINARY REVIEW 7-8-2015 �,qm NEW ATM DRrVE-THROUGH > mHcg! �cccssBank k -pF , 6 DEMON T 4 11 TA City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: Z15- 0022A, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: October 20, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning classification from a Regional Center Commercial Downtown (RCC -D) zoning district and use classification to an Employment Center Industrial (EC -I) zoning district and use classification on approximately 1.5 acres of land generally located on the north side of Schuyler Street and approximately 450 feet west of I -35 in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (Z15 -0022) The Planning and Zoning Commission recommended approval of this request (6 -0). BACKGROUND The applicant is requesting to rezone the subject property from RCC -D District to EC -I District. According to the applicant, the proposed rezoning is not intended for immediate development, but is being pursued in anticipation of future development for the site and the surrounding area. The uses permitted in EC -I allow a variety of commercial and industrial uses which would provide flexibility for the current tenant to expand their operations or for future marketing and /or redevelopment of the property. Therefore, this rezoning request is in anticipation of future market trends. Staff has analyzed the proposal and has determined that it conforms to the conditions for approval set forth in Sections 35.3.4.13 of the Denton Development Code (DDC), is compatible with the adjacent land uses, and meets the goals of the Denton Plan 2030. Within the area, a mix of uses with varying intensity has developed. Hotels and other commercial uses are located along the I -35 frontage road, and industrial uses are located to the southwest of the subject property. Offices, a religious institution, and a school are interspersed throughout the area. The proposed rezoning to EC- I District would not alter the current development pattern of the area, but would provide more use options, permitting a combination of office, light industrial, warehouse, and commercial uses. This broad variety of uses permitted in EC -I would allow the subject property to respond to future market conditions and trends. Per the Denton Plan 2030, the Future Land Use designation of the subject property is Business Innovation. "Business Innovation" is intended for well - planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. The proposed rezoning to EC -I is consistent with the future land use goals of the Business Innovation category of the Denton Plan 2030. EC -I retains many of the commercial uses City of Denton Page 1 of 3 Printed on 10/15/2015 File #: Z15- 0022A, Version: 1 that are permitted in RCC -D, but removes the residential uses and adds more industrial uses, shifting the focus of the area away from a regional commercial center to a business and employment center with associated retail and service uses. A thorough analysis of the proposed land use and its impacts to the surrounding area is reflected in the Staff Analysis. To comply with the public hearing notice requirements, 8 notices were sent to property owners within 200 feet of the subject property, and 14 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the subject property. As of the writing of this staff report, staff has received one response in favor of the rezoning request. Neighborhood meetings are not required, but staff strongly recommends that an applicant conduct a neighborhood meeting in order to inform area residents and property owners of the proposed development. Although a neighborhood meeting was recommended to the applicant, he declined the request to hold a meeting. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (6 -0). Staff recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 16, 2015, the Planning and Zoning Commission recommended approval of the rezoning request (6 -0). EXHIBITS 1. Staff Analysis 2. Site Location/Aerial Map 3. Zoning Map 4. Future Land Use Map 5. Permitted Uses in Regional Center Commercial Downtown 6. Permitted Uses in Employment Center Industrial 7. Public Notification Map and Responses 8. Planning and Zoning Commission Meeting Minutes 9. Draft Ordinance City of Denton Page 2 of 3 Printed on 10/15/2015 File M Z15- 0022A, Version: 1 Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Julie Wyatt Associate Planner City of Denton Page 3 of 3 Printed on 10/15/2015 Exhibit 1 REQUEST: Consider making a recommendation to City Council regarding a rezoning request from Regional Center Commercial Downtown (RCC -D) District to Employment Center Industrial (EC -I) District on approximately 1.5 acres, located on the north side of Schuyler Street and approximately 450 feet west of Interstate 35 (I -35). OWNER: Jim McNatt of Heritage L.P. APPLICANT: Lee Allison BACKGROUND: The applicant is requesting to rezone the subject property from RCC -D District to EC -I District. In 2011, the subject property was rezoned from Regional Center Commercial Neighborhood (RCC -N) District to Regional Center Commercial Downtown (RCC -D) District to accommodate Vehicle Repair uses (Z11- 0010). According to the applicant, the proposed rezoning is not intended for immediate development, but is being pursued in anticipation of future development for the site and the surrounding area. The current tenant is not expected to vacate the property; however, future expansions beyond vehicle repair may be possible as technologies in the vehicle customization industry advance. The uses permitted in EC -I allow a variety of commercial and industrial uses which would provide flexibility for the current tenant to expand their operations or for future marketing and /or redevelopment of the property. Therefore, this rezoning request is in anticipation of future market trends. SITE DATA: The subject property is approximately 1.5 acres and is located on the north side of Schuyler Street and approximately 450 feet west of I -35. The parcel is square with approximately 250 feet of frontage on Schuyler Street. Access is provided on Schuyler Street and by a Public Road, Utility, and Drainage Easement which runs adjacent to the property along the west property line. The site is developed with two metal buildings, an outside storage area and associated parking. USE OF PROPERTY UNDER CURRENT ZONING: The purpose of Regional Mixed Use Centers is to create centers of activity including shopping, services, recreation, employment and institutional facilities supported by and serving an entire region. Under RCC -D, the subject property is intended to develop with the highest levels of scale and density within the City to create a regional draw with a large variety of primarily commercial Exhibit 1 uses. RCC -D has no minimum lot dimensions, the maximum FAR is 3.0, the maximum lot coverage is 90 %, and the maximum building height is 100 feet, indicating that a dense, walkable, mixed -use environment is envisioned for this District. Permitted uses include Attached Single- family Dwellings, Dwellings Above Businesses, Hotels, Retail Sales and Service, Movie Theaters, Bars, Auto and RV Sales, and Veterinary Clinics. Uses permitted with a Limitation include Multi - Family Dwellings and Light Manufacturing. Group Homes and Major Event Entertainment require a Specific Use Permit. The permitted schedule of uses is attached for reference. SURROUNDING ZONING AND LAND USES: North: Property to the north is zoned with Regional Center Commercial Neighborhood (RCC -N). It is developed with a school and agricultural uses. East: Property to the east is zoned as Regional Center Commercial Neighborhood (RCC -N) and is developed with a school and hotels to the southeast. South: Property to the south is zoned EC -I District and consists of five lots. One lot is developed with a religious institution and four lots are undeveloped. West: Property to the west is zoned RCC -N District and RCC -D District and is developed with industrial and commercial uses. COMPATIBILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the EC -I zoning district is to provide locations for a variety of workplaces and complimentary uses. Permitted uses include the existing Vehicle Repair use, Hotels, Restaurants, Drive - through Facilities, Professional Services and Offices, Auto and RV Sales, Major Event Entertainment, Light Manufacturing, Wholesale Sales, and Self Service Storage. Uses permitted with a Limitation include Retail Sales and Service, Distribution Center, and Retail Warehouse. Conference and Convention Centers require a Specific Use Permit. The permitted schedule of uses is attached for reference. Within the area, a mix of uses with varying intensity has developed. Hotels and other commercial uses are located along the I -35 frontage road, and industrial uses are located to the southwest of the subject property. Offices, a religious institution, and a school are interspersed throughout the area. If approved, EC -I would allow uses compatible with the existing land use and development pattern. The permitted uses in EC -I retains many of the commercial uses allowed in RCC -D, but augments those uses with more light manufacturing and warehouse opportunities. Furthermore, it is anticipated that additional undeveloped properties to the north and west will be rezoned to accommodate complementary commercial, light manufacturing, and warehouse uses. Since some of the existing uses may not be compatible with all of the permitted uses in EC -I, any development or redevelopment would require buffers in the form of enhanced landscaping to mitigate nuisances in accordance with Section 35.13.8 of the DDC. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation of the subject property is Business Innovation. `Business Innovation" is intended for well- planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. Primary uses include office, research and development, and light manufacturing. This designation is proposed in areas Planning Report Z15-0022 Page 2 of 5 Exhibit 1 that are in close proximity to commercial use areas and employment hubs so that future development may build from this proximity and create a critical mass for economic development. Furthermore, Denton Plan 2030 states that the mixed -use nature of Business Innovation ensures that employment areas will benefit from the complementary retail and services throughout the day. It is anticipated that growth in the area will include warehouse, light manufacturing, and commercial developments, complementing a majority of the existing uses to the east along I -35 and the light industrial and office uses to the southwest. This mix of associated commercial and light industrial uses permitted in the proposed EC -I District meets intent of Business Innovation, as it encourages employment centers with related commercial uses. CONSIDERATIONS: The applicant is requesting to rezone the subject property from RCC -D District to EC-I District. Rezoning the property from RCC -D to EC-I District will not cause the current use to become nonconforming. 2. The property was rezoned to RCC -D District in 2011 to allow for a Vehicle Repair Use. Although RCC -D District allows for the current use as well as many commercial uses, the district's primary focus on commercial development limits the flexibility of the subject property. The proposed rezoning to EC -I District would not alter the current development pattern of the area, but would provide more use options, permitting a combination of office, light industrial, warehouse, and commercial uses. This broad variety of uses permitted in EC- I would allow the subject property to respond to future market conditions and trends. 3. The proposed rezoning to EC -I is consistent with the future land use goals of the Business Innovation category of the Denton Plan 2030. EC -I retains many of the commercial uses that are permitted in RCC -D, but removes the residential uses and adds more industrial uses, shifting the focus of the area away from a regional commercial center to a business and employment center with associated retail and service uses. 4. The proposed EC -I District is a logical continuation of the EC -I District to the south. As the area continues to develop with complementary uses, it is anticipated that additional properties will be rezoned to allow for a balance of commercial and employment uses. 5. To increase compatibility and mitigate potential nuisances such as noise, light, glare, dirt, litter, signs, parking or storage areas, expansion or redevelopment of the subject property must comply with Section 35.13.8 Buffer Requirements of the DDC. Buffers can range from 10 -feet wide to 30 -feet wide and must be landscaped with a combination of evergreen and deciduous trees and shrubs. 6. Per Section 35.3.4.13 of the DDC, zoning changes may be approved if the proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030, and that the proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. The proposed EC-I District conforms to the Denton Plan 2030 and can facilitate adequate provision of transportation and public facilities. Planning Report Z15-0022 Page 3 of 5 Exhibit 1 7. Neighborhood meetings are not required, but staff strongly recommends that an applicant conduct a neighborhood meeting in order to inform area residents and property owners of the proposed development. Although a neighborhood meeting was recommended to the applicant, he declined the request to hold a meeting. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 8 notices were sent to property owners within 200 feet of the subject property, 14 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were posted on the property. PROJECT TIMELINE: ATTACHMENTS: • Aerial Map • Zoning Map • Future Land Use Map • Permitted Uses in Regional Center Commercial Downtown • Permitted Uses in Employment Center Industrial • Notification Map Planning Report Z15-0022 Page 4 of 5 Business Days Business Subject Date under Days out DRC Review to Applicant Application Received June 23, 2015 1 st Submittal sent to DRC Members June 24, 2015 Comments Released to Applicant July 10, 2015 10 DRC Meeting with Staff July 17, 2015 2 "a Submittal Sent to DRC Members July 20, 2015 6 Comments Released to Applicant August 4, 2015 11 Total Business Days 21 6 ATTACHMENTS: • Aerial Map • Zoning Map • Future Land Use Map • Permitted Uses in Regional Center Commercial Downtown • Permitted Uses in Employment Center Industrial • Notification Map Planning Report Z15-0022 Page 4 of 5 Exhibit 1 Prepared By: Julie Wyatt, Associate Planner Date: 09/1/15 Reviewed By: Ron Menguita, AICP Development Review Committee Administrator Date: 09/08/2015 Reviewed By: Munal Mauladad Deputy Director of Development Services Date: xx/xx/xx Planning Report Z15-0022 Page 5 of 5 Z15 -0022 Site Location /Aerial Map The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. 5 Exhibit 3 Z15 -0022 N R -2 iiusyin TT aao 0 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIC� /% s SITE EC -I NR -3 NRMU -12 RD -5X NN Parcels IC -G ,,,,mull NR -6 I RCC -DyrW Roads NR -2 " NRMU� RCC -N ` `u DENTON Planning Deparin'tent - (AS Date: 6/29/2015 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. Z15 -0022 Site Location / Future Land Use Map e 0 � Business Innovation 0 0 Low Q SITE Future Land Use�s N C '" L W E 0 110 220 440 ���t Parcels Low Residential I f DENTON Roads Business Innovation Planning Deprp;xmer „t - (AS Date: 6/29/2015 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. Exhibit 5 Regional Center Commercial Downtown Permitted Uses RESIDENTIAL: P Agriculture, Attached Single- family Dwellings, Dwellings Above Businesses, Live/Work Units, Community Homes for the Disabled L(7) Livestock L(6) & L(4) Multi - Family Dwellings SUP Group Homes COMMERCIAL: Home Occupation, Hotels, Bed and Breakfast, Retail Sales and Service, Movie Theaters, Restaurant, Private Club, Bar, Drive - through Facility, P Professional Services and Offices, Quick Vehicle Servicing, Vehicle Repair, Auto and RV Sales, Laundry Services, Indoor Recreation, Commercial Parking Lots, Administrative or Research Facilities, Broadcasting or Production Studio L(38) Temporary Uses SUP Major Event Entertainment INDUSTRIAL: P Bakeries, Veterinary Clinics L(23) Light Manufacturing L(13) Warehouse, Retail L(27) Gas Wells INSTITUTIONAL: Community Service, Parks and Open Space, Churches, Semi - Public P Halls, Clubs, and Lodges, Business/Trade School, Adult or Child Day Care, Middle School, High School, Colleges, Conference /Convention Centers, Hospital, Elderly Housing, Medical Centers, Mortuaries SUP Basic Utilities, WECS (Free- standing Monopole Support Structure), WECS (Building Mounted) P = Permitted, L( #) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(4) = Multi- family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi - family use within one (1) year prior to the effective date of Ordinance No. 2005 -224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(6) = Permitted only on second (2nd) story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(13) = Uses are limited to no more than fifty -five thousand (55,000) square feet of gross floor area per lot. L(23) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed five thousand (5,000) square feet. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. Exhibit 5 Exhibit 6 Employment Center Industrial Permitted Uses RESIDENTIAL: P Agriculture L(7) Livestock COMMERCIAL: Hotels, Bed and Breakfast, Restaurant, Private Club, Bar, Drive - through Facility, Professional Services and Offices, Quick Vehicle Servicing, P Vehicle Repair, Auto and RV Sales, Laundry Facilities, Indoor Recreation, Major Event Entertainment, Commercial Parking Lots, Administrative or Research Facilities, Broadcasting or Production Studio L(18) Retail Sales and Service L(38) Temporary Uses INDUSTRIAL: Printing /Publishing, Bakeries, Manufacture of Non - Odiferous Foods, P Light Manufacturing, Wholesale Sales, Self- Service Storage, Construction Materials Sales, Kennels, Veterinary Clinics L(32) Wholesale Nurseries L(34) Distribution Center/Warehouse, General, Warehouse, Retail SUP L(29) Wrecker Services and Impound Lots L(27) Gas Wells INSTITUTIONAL: Basic Utilities, Community Service, Parks and Open Space, Churches, P Semi - Public Halls, Clubs, and Lodges, Business /Trade School, Adult or Child Day Care, Colleges, Mortuaries SUP Conference /Convention Centers, WECS (Free- standing Monopole Support Structure), WECS (Building Mounted) P = Permitted, L( #) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1 -35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(27) = Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production. L(29) = Wrecker Services and Impound Lots must comply with the following provisions: 1. The subject lot shall comply with the provisions of the Texas Administrative Code, regarding Vehicle Storage Facilities. 2. Lot Screening: All stored vehicles shall be opaquely screened from all rights -of -way and residential uses and zoning districts. 3. Parking and vehicle storage areas associated with wrecker services and impound lots activities are not allowed within undeveloped floodplain, water - related habitat, and riparian buffer environmentally sensitive areas (ESA). 4. Best management practices addressing stormwater quality must be implemented and maintained on site. Management practices must attain the pollutant removal capabilities recommended for parking areas in the Integrated Storm Water Management (ISWM) Manual, as published by the North Central Texas Council of Governments, or similar practices consistent with low impact development (LID) approaches. L(32) = Not allowed to locate adjacent to an arterial and within one thousand (1,000) feet as measured from the nearest property line of a sexually oriented business to the nearest property line of any other sexually oriented business, adult or child daycare, any elderly housing facility, hospital, any residential use, public open space. L(34) = Permitted with no more than one hundred fifty thousand (150,000) gross square feet and eight (8) truck docks. All docks or loading bays shall be to the rear or side of the structure and not viewable from the street. The buffering standards for outdoor storage shall apply, both to any outdoor storage activity and to the loading docks. L(38) — Must meet the requirements of Section 35.12.9. Exhibit 6 Z15 -0022 Site Location / Notification Ma ..,ur� nnllnnwlllmlllll�wnnnlmllllllllllnnnnllllmlllllllllllllnlwl Ilnl IIIIIW�m I �mMllll 00 ft, lliiiii� III Wn� °� 10 I0II 0 V Oft III,,, u ffe i 001 0 louurnlllnnw mw wunmmmlelo 'rlumonn,n a Imnluw a 0 0 e �'+ SITE N E C '" ! L 7rl s �, I 0 110 220 440 Feet S Parcelsw DENTON Roads Planning Depart Mme rna (RCS Date: 6/29/2015 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. 01/28/1997 02:59 940382154b MUNA I I F K'LRJLK 1 1Lb VAbL 04/ 04 You may email the Project Manager.) fax this form to (940) 349 -7707, or deliver or email it to: Planning and Development Department Attn: Julie Wyatt, Project Manager, 221 N. Elm Street, Dentoo, Texas 76201 940 -349 -8585 julie.wyatt@cityofdenton.com C,JDdmf request Comments: Please circle one: Neutral to request Opposed to request Phone Number: E.mai l Address: Ig-C. A, (*I `� A141— Physical Address of Property within 200 feet: �'o'''"` e City of Denton Flaming Division/City Hall West/221 N_ Elm Street, Denton, TX 76201/940.349.8541 www.city6denton -corn 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Exhibit 8 Commissioner Taylor questioned of Heritage Trail will develop as the businesses and tenants develop one site. Scott Wagner confirmed. There was no further discussion. Commissioner Frank Dudowicz motioned, Commissioner Gerard Hudspeth seconded to approve this request. Motion approved (6 -0). Commissioner Devin Taylor "aye ", Commissioner Amber Briggle "aye ", Chair Jim Strange "aye ", Commissioner Frank Dudowicz "aye ", Commissioner Larry Beck "aye ", and Commissioner Gerard Hudspeth "aye ". 5. PIJ1 LIC" HEARINGS A. FR15 -0018 Hold a oublic hearin 4 and consider a Final Re plat of L,ot 71I� Block 21 of the Villages _ofC;'�rrnel ?LiA. � 2L3. �11�_���1c>��I��t�j, ��.��1� ���� p1c2p s_g���r��I . �oc�ted at the northwest corner of Sea Cove Lane and Peninsula Trail within the Gideon Walker Sur_v_�y,_Abstract No _ 1330, �5- ������� �Ii��� �s_c>f C'���P�� 2�3 Block 21 Lot_71�,_Mik l3ell _ _ _ _ _ _ _ __ _ _ ____ Chair Strange opened the Public Hearing. Mike Bell, Senior Planner, stated the purpose of this final replat request is to remove the water line easement in order to develop a single - family residence. Rod Zielke, ZPS Engineering, CBS 1111 Main St, Grapevine, Texas. Zielke stated he is representing the applicant, he doesn't have a presentation but is available for questions. There was no further discussion. Chair Strange closed the Public Hearing. Commissioner Frank Dudowicz motioned, Commissioner Larry Beck seconded to approve this request. Motion approved (6 -0). Commissioner Devin Taylor "aye ", Commissioner Amber Briggle "aye ", Chair Jim Strange "aye ", Commissioner Frank Dudowicz "aye ", Commissioner Larry Beck "aye ", and Commissioner Gerard Hudspeth "aye ". B. Z15 -0022 Hold a ation to Cit Council 1gg1d ng._�L_lczon _ Center Commercial Downtown C _ ) District to Employment Center lndustrial 'ISC -L District on a roximatel 1.5 acres located on the north side of SdLgyl�; t���t �nc� ��p1c>��1��to �5�� �cgl west of Interstate 35 Lt -35 J. Chair Strange opened the public hearing. Julie Wyatt, Associate Planner, presented the request. Wyatt provided the location map, future land use map, zoning map, and notification map. Staff sent out eight public hearing notices to property owners within 200 feet of the subject site and 14 courtesy notices to property owners within 500 feet of the subject site. At this time staff has not received any returned responses. Staff recommends approval of this request. Wyatt stated the applicant was unable to attend in person; however, he provided an email that has been presented to the Commissioners and staff. There was no one to speak on the item, Chair Strange closed the public hearing. 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Exhibit 8 Commissioner Devin Taylor motioned, Commissioner Frank Dudowicz seconded to approve this request. Motion approved (6 -0). Commissioner Devin Taylor "aye ", Commissioner Amber Briggle "aye ", Chair Jim Strange "aye ", Commissioner Frank Dudowicz "aye ", Commissioner Larry Beck "aye ", and Commissioner Gerard Hudspeth "aye ". 6. CONCLUDING ITEMS Commissioner Briggle requested receiving an updated copy of the Future Agenda Items matrix. Munal Mauladad, Deputy Director of Development Services, stated she is in the process of prioritizing the requests and will bring it back before this Commission once those items have been updated. Commissioner Taylor requested a Work Session Item to discuss potential for forming a subcommittee for this Commission. The subcommittee would look at City initiated rezoning for the area at Mesa Drive, he referred to Public Hearing Item 5B on the agenda. He stated it would be better to look at this land again and not just rezone each lot at a time. Mauladad stated staff will prepare something and bring it back before this Commission. Commissioner Taylor acknowledged. Chair Strange adjourned the Regular Meeting at 7:05 p.m. 7 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING A CHANGE IN THE ZONING CLASSIFICATION FROM A REGIONAL CENTER COMMERCIAL DOWNTOWN (RCC -D) ZONING DISTRICT AND USE CLASSIFICATION TO AN EMPLOYMENT CENTER INDUSTRIAL (EC -1) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 1.5 ACRES OF LAND GENERALLY LOCATED ON THE NORTH SIDE OF SCHUYLER STREET AND APPROXIMATELY 450 FEET WEST OF I -35 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY'S OFFICIAL ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z15 -0022) WHEREAS, Lee Allison has applied for a zoning change from a RCC -D zoning district and use classification to a EC-1 zoning district and use classification on approximately 1.5 acres of land located at Lot 6, Block A, Hull Addition in the City of Denton, Denton County, Texas; and WHEREAS, on September 16, 2015, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6 -0) of the change in zoning district and use classification; and WHEREAS, on October 20, 2015, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property, have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from RCC -D to EC -1. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, 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. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY f BY: G s City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -985, Version: 1 Agenda Information Sheet DEPARTMENT: DME CM/ ACM: Howard Martin Date: October 20, 2015 SUBJECT Hold a public hearing and consider approval of a resolution by the City Council regarding four proposed sites for construction, expansion, and use of an electric power transmission /distribution substation located along both the east and west sides of Bernard St. between Eagle Drive to the north and Collins Street to the south, in the City of Denton, Texas, as part of Denton Municipal Electric's service territory. BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. Its current capacity is inadequate for expected future load. The need for a substation in the vicinity of the UNT campus has been identified and shared with the community. DME held two open houses to inform the community regarding the siting of the proposed substation sites and received feedback. The first meeting was held at the City of Denton Civic Center on the evening of May 20, 2015. The second meeting was held on July 23, 2015 at Calhoun Middle School in Denton, TX. OPTIONS 1. Adopt a resolution approving one of the options presented. 2. Do not approve of a site option and direct that other actions be taken. 3. Table discussion and postpone it for another meeting. RECOMMENDATION In light of information received during the open house meetings, and in the PUB's public hearing, DME recommends that the City Council approve the 911 Bernard St. (a/k/a `Green') option. PRIOR ACTION The Public Utility Board met on October 12, 2015 and convened a Public Hearing regarding the site selection above. Staff presented and the PUB considered the `Yellow', `Orange', `Green' and `Blue' site options contained in Exhibit 4. By a vote of 6 -1, the PUB recommended that the City Council approve the 911 Bernard St. (a/k/a `Green') site option. EXHIBITS 1. Project Information 2. System Map City of Denton Page 1 of 2 Printed on 10/15/2015 File #: ID 15 -985, Version: 1 3. Location Map 4. Site Options Map 5. Resolution Respectfully submitted: Phil Williams General Manager Prepared by: Smith Day Compliance Manager City of Denton Page 2 of 2 Printed on 10/15/2015 Lnet izwn tomorrow's community, todco :' Project Information Eagle Substation Description of the Proiect Denton Municipal Electric City of Denton 1659 Spencer Road Denton, TX 76205 July 16, 2014 Denton Municipal Electric (DME) has identified several projects within the DME system that are critical to maintaining reliability and allowing Denton to continue to grow. Construction of the Eagle Substation is one project that is necessary. Information on the project is presented herein (see attached map for project location). The project will consist of the following: ➢ Construction of a new substation. ➢ Rerouting of transmission and distribution lines into the new substation. The construction of the Eagle Substation will require a minimum of 1.9 acres to accommodate the 138 kV system equipment. Additional acreage could allow for future site upgrades and allow for larger setbacks and landscape buffers. Several alternatives have been considered as possible locations for construction of the Eagle Substation. A map is attached that shows the location options that are being considered. All facilities will be owned and operated by DME. Why is the Proiect needed? This new substation is needed to provide load serving capability in the central area of DME's service territory. There is not adequate substation capacity in existing substations to provide the level of reliable service to this area. The proposed new Eagle Substation is required to provide additional capacity that could support loss of major circuits or loss of a transformer in either the Hickory Substation or Locust Substation. Load has grown in this area of the city to a point where long term loss of a transformer or maj or circuit in either of these two area substations could result in a situation where maintaining power to all customers would be challenging. With a three to five year time frame forgetting a new substation on line, DME must be proactive in construction of a new substation in advance of a significant power loss event. The location options that have been identified for the Eagle Substation will address the need for additional power delivery capacity, and will provide a good location for new distribution circuits to originate. The site options can beneficially serve in all directions from these locations. Project Information Eagle Substation Construction Project July 16, 2015 This new station will provide backup to the Hickory and Locust substations. A map is attached that shows the location of these existing substations and the areas that DME is authorized to provide service by the Public Utility Commission of Texas. The location options that have been identified for this new station were chosen in part because there is an existing transmission line available in the immediate vicinity making it unnecessary to construct additional transmission lines. State and federal laws mandate specific and well defined performance requirements for utility systems. DME must comply with these requirements not only to ensure regulatory compliance, but more importantly, to maintain the best reliability of electric service to our customers. Annual studies are completed to determine whether or not each transmission line segment and substation provide the performance needed. If performance deficiencies are identified, projects must be defined and constructed that resolve the deficit. In determining a solution for a deficiency, alternatives are considered that take into account benefits, impacts, and costs. Proiect Location DME has investigated this area for potential locations for the Eagle Substation. The proposed locations were chosen due to them being adjacent to an existing transmission line. Any possible sites to the east and south are not viable due to the close proximity to the Locust Substation. Sites to the north conflict with the University of North Texas Denton Campus 2005 Master Plan which was approved by the UNT Board of Regents and updated in 2013. Sites to the west would involve routing transmission line segments through neighborhoods and would impact a greater number of homes and citizens. The Site Selection Process The analysis phase of project development only identifies that a project is needed, what the project should accomplish, and a potential area for the needed project. It does not mandate the use of a specific site. The site selection process, which includes requesting public input, is employed to determine the location for the new WON �'ON Location Map 16 I W A l UNl Suhetation substation. The option sites have been identified for the E E E C r R I C r'ropoccd Location DENTON substation and are depicted on the attached map. This open house is intended to communicate the need for the project and to provide an opportunity for individuals to learn about the project and make comments. Potentially affected land owners and those within 500 feet of the sites have been notified by mail of the project and the public open house. The City Council has approved the substation site selection process. This process presents the public with several opportunities to provide input. The first step is for DME to conduct an open house where 2 Project Information July 16, 2015 Eagle Substation Construction Project information is made available on the proposed project, questions may be asked, recommendations can be made, and written or verbal comments may be provided. Interested individuals may also contact DME at any time. Contact information for DME is provided below and on the comment form handed out at the open house. After all comments received at the open house for a project are compiled, DME will consider all comments, complete additional reviews as appropriate, and will provide a recommendation to the Public Utilities Board (PUB). During its consideration of DME's proposal, the PUB will conduct a public hearing and direct DME to take additional actions or recommend a site for consideration by the City Council. During its consideration of the PUB's findings, the City Council will again conduct a public hearing to receive comments from interested residents. Ultimately, the City Council will select the site for the Eagle Substation. DME will provide notice by mail for the open house and for the PUB and City Council public hearings. DME's contact for questions: Brian Daskam Energy Services Development Officer Phone: (940) 349 -7567 Email: Brian .Daskam(a -)cityofdenton.com Please visit the project website for additional information, updated project information, and an online comment form http: / /www.citvofdenton.com /departments- services /departments- a- f /denton- municipal- electric /proiects /eagle- substation. Timeline for the Proposed Substation Relocation Following approval by the City Council of the proposed site, DME will undertake procurement of land for the proposed site. The time required for purchase of the land is unknown at this time. Design of the station will begin as soon as practical after it appears that land issues will be settled. DME would hope to have the new station in service 2 years after the site is selected by City Council and the land is acquired. Procurement of Land and Easements Land and easement procurement processes are governed by state laws and local ordinances such as Senate Bill 18. Once the City Council has approved the transmission line route and substation sites, the procurement process will follow these requirements. The City will pay fair market prices for land and land rights. Fair market value is determined by conducting market studies and appraisals. Attachment: Location Map � v T.. � ° O O ° � �❑❑ ~ � O a o as y A ° o F A a p as o C, 181 cn o o g o o 3 y °; a p « on M Z p Cl y °v C, 01 o Pd N W G d a c o pN ^3 H oa �+ y m �� � c� o ou r � °° y a y a o 0 3 w� Z Cq p c �� O C� « a' .� � .� 0 x o N a 'x a. Z N o y o y o C w 3 5 •°G cc v;- ° 0. o a q «� ° L° a° a a 0 ° a ° n � C � � � � ° � � •:°. Y ` Y � y � � N v' � � z x rn � `" � u a' � C ° � = aai L C o cppOO'OCa p o00 °ate o« °❑� �Q °� i o�� a d' � � .a � �", � W (� �l Z a � . ro a ,�" ca � �` m ca z .� � z a • • o o er ao N 01 t� ti �••i !1' V1 H � � •••i H N '•r N �x o� a ° y 0 04 u ♦ g f ♦ ❑ ❑ e ��. �X1U,•.. M1YMM7k.9 ❑ � _ a m o 'o w° ° a Y (fl ♦ M = C � ♦ ♦ o A ❑ I s ; m ♦ a ♦ xo � 3F `❑ a a P4 94 U — m <a z z a w ¢ N ^ g q O O F. F. mm `o C �F X00 �� Legend � ;�n Exhibit 3 � ti. � urom�m�'^ "k � ",�N Cwtc W Location Map Eagle Substation Proposed N Sites ¢� ,.i ED Collins St. / Bernard St ;. ° Rl re ^w,a °fit � t t� Eagle Dr. /Bernard St. East m..o ° , i ,,xG 911 Bernard St. A Eagle Dr. / Bernard St. GIS wEa oil' � Transmission Overhead Line UM, W m � � W _ftmUrry �� �t 69kV map E yc"11 M ,. ° , ^p LLk1 iii, E Pr u.'Illb e SQ'. W UTu�,yl> uud St m�u 0 s °�rm;a �I +�rtii / XA I J, 0 38 lrrrra /,, v 1 C t m � Cf R,iffn!f s y, 0 p� ,. w"U��at��St �r V end Cry' S1 p��bi aim °sus ^r m MV4rmwwood "may I c +i pal-Wirl S#, ,u r,rT'JOeJerry Il n V a,rk ov Cir 4`M1 Em it „I s on S$" HaAamcfwl 1"'n i " 3 ¢v mw� 1 VI'a.,m, o St 4! Czarldam RA, ti UNION Eagle Substation E reuu ica I,qI EI.ECTflIG s Exhibit 4� Site Options Map p � ilk AJI a I i i y�rr F 5 SOOFt Notification Boundary y. 1W f 3 B ,fit 1 �y pr�oo'— _ r /' Q I,zey St i ut RIM i,, r j� 'r rPr /( / N t"TON Eagle Substation w m U " I C' P I` Proposed Sites S .0 ✓� erK �i� Goi Vd�J,ll4f1�,1, l� f,� . N Ire /ra. 0"""; fmrn, J, tf /f /' Q I,zey St i ut RIM i,, r j� 'r rPr /( / N t"TON Eagle Substation w m U " I C' P I` Proposed Sites S S:ALegal\Our Documents \Resolutions \15 \Eagle resolution final.doca Exhibit 5 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON REGARDING THE PROPOSED SITE FOR THE LOCATION AND CONSTRUCTION OF AN ELECTRIC UTILITY SUBSTATION IN THE AREA ALONG B O T 1 -1 T II E E A S T A N D W E ST S I D E S OF BERNARD STREET BETWEEN EAGLE DRIVE TO THE NORTH AND COLLINS STREET TO THE SOUTH, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AS PART OF DENTON MUNICIPAL ELECTRIC'S SERVICE TERRITORY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton's electric department, Denton Municipal Electric (" DME"), has previously announced that in order to serve future load and needs of its customers the necessity exists for the location and construction of a substation in the area along both the east and west sides of Bernard St. between Eagle Drive to the north and Collins Street to the south in DME's certificated service territory ("911 Bernard St. site" a /k /a "Green site "); and WHEREAS, DME has diligently examined a number of possible locations in the area of the City to the immediate north and south of Eagle St in the proximity of several blocks east and west of Beatty St. in order to determine an appropriate site for the location and construction of the substation ( "Eagle Substation ") and has considered the impact on homeowners, displacement of residents, cost of easements, transmission and distribution line construction costs, engineering factors, proximity to other substations, and other relevant factors to the extent reasonably possible; and WHEREAS, DME staff then conducted multiple open house meetings, with advanced notices being mailed to landowners who own property within 500 feet of the potential sites, in order to inform the public regarding the sites for the proposed location and construction of the Eagle Substation and to receive public input on the same; and WHEREAS, after the last open house, the City's Public Utility Board ("PUB"), during a regularly scheduled open meeting, held a public hearing to alloNv further public input before making a recommendation to the City Council for the location and construction of the Eagle Substation; and WHEREAS, the PUB, after considering all public comment and the recommendations of DME staff, b y a v o t e o f 6 - 1 , recommended to City Council that the " 911 Bernard St. site" be selected as the site for the location and construction of the Eagle Substation; and WHEREAS, the City Council, after considering all of the facts and circumstances, is of the opinion, and the City Council finds, that "911 Bernard St. site" is a feasible site option for the location and construction of the Eagle Substation; NOW, TH BREFORE, THE COUNCIL OF THE CITY OF DENTON RESOLVES: SECTION 1. The City Council approves the " 911 Bernard St. site" as the site for Location and construction of Denton Municipal Electric's E a g 1 e Substation and the same is depicted as the " 911 Bernard St. site" on the attached map marked as Exhibit " 4" of the agenda attachments and directs DME to acquire the site designated as the " 911 Bernard St. site" in substantial compliance with what is shown on the attached map. SECTION 2. The recitals set forth in the preamble to this resolution are incorporated in, and are made a part of this resolution for all purposes. SECTION 3. This resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this the day of October, 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS. CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY f ",, f City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -927, Version: 1 Agenda Information Sheet SUBJECT Willie Hudspeth regarding City Hall. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -1000, Version: 1 Agenda Information Sheet SUBJECT Alysia Jordan regarding water bills. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -1048, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Kerri Burnside regarding the Engineering Department concreting drainage ditches. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -1050, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Judy Smith regarding the City Engineering Department's transparency when handling drainage ditch related projects. City of Denton Page 1 of 1 Printed on 10/15/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -1052, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Gary Cook regarding engineering projects and the community. City of Denton Page 1 of 1 Printed on 10/15/2015