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City of Denton
Meeting Agenda
City Council
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.ci tyofdenton. com
Tuesday, January 5, 2016 2:00 PM Work Session Room & Council Chambers
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene
in a Work Session on Tuesday, January 5, 2016 at 2:00 p.m. in the Council Wark Session Room at City
Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered:
L Citizen Comments on Consent A�enda 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 a�enda items listed on the a�enda for Januarv 5, 2016.
3. Work Session Reports
A. ID 16-005
Attachments:
B. ID 16-041
Attachments:
Receive a report, hold a discussion, and give staff direction regarding policies
related to the Economic Development Investment Fund and the Downtown
Reinvestment Grant Fund.
Exhibit 1- Downtown Grant Report
Exhibit 2 - Examples
Exhibit 3 - Ordinance 2012-001
Exhibit 4- Draft Ordinance ED Investment Fund
Exhibit 5 - Resolution 2014-016
Receive a report, hold a discussion, and give staff direction on the Denton
Renewable plan and activities related to the future power supply plans to meet the
City's growth and needs.
Exhibit 1- Dec 1 WS presentation
Exhibit 2- Nov 10 WS presentation
Exhibit 3- Dec 15 WS presentation
Exhibit 4- Jan 5 WS presentation
Following the completion of the Wark 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.
L Closed Meeting:
A. ID 16-007
Deliberations Regarding Real Property - Under Texas Government Code Section
City ofDenton Page 1 Printed on 12/31/2015
City Council
B. ID 16-044
C. ID 16-043
Meeting Agenda January 5, 2016
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, exchange, lease or value of real property located
generally in the 200 block of West Hickory in the City of Denton, Denton County,
Texas. Consultation with the City's attorneys regarding legal issues associated with
the potential real property matter 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. [ID 16-008]
Deliberations regarding
55 L072; Consultation
551.071.
Real Property - Under Texas Government Code Section
with Attorneys - Under Texas Government Code Section
Receive information from staff, discuss, deliberate, and provide staff with direction
regarding real estate matters related to DME Hickory substation, located at the
intersection of West Hickory and South Bonnie Brae in the City of Denton, Texas,
and specifically concerning certain real property located at 1224 N. Bonnie Brae;
where discussions had, deliberation, and direction given, by the Denton City
Council in an open meeting would have a detrimental effect on the position of the
governmental body in negotiations with a third party. Consultation with the City's
attorneys regarding legal issues associated with the condemnation or acquisition of
the real property interests 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 Frofessional Conduct of the
State Bar of Texas, or would jeopardize the City's legal position in any
administrative proceeding or potential litigation. [Hickory Substation] [ID 16-031]
Deliberations regarding
55 L072; Consultation
551.071.
Real Property - Under Texas Government Code Section
with Attorneys - Under Texas Government Code Section
Receive information from staff, discuss, deliberate, and provide staff with direction
regarding the potential acquisition of real property interests located located along
both the east and west sides of South Mayhill Road between Spencer Road to the
north and Pockrus Page Road to the south; where discussions had, deliberation, and
direction given, by the Denton City Council in an open meeting would have a
detrimental effect on the position of the governmental body in negotiations with a
third party. Consultation with the City's attorneys regarding legal issues associated
with the acquisition of the real property interests described above; discussion of
these legal matters in an open meeting 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.[Pockrus-Spencer/Mayhill Substation] [ID 16-040]
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City Council Meeting Agenda January 5, 2016
D. ID 16-042
Deliberations Regarding Certain Public Power Utilities
Under Texas Government Code Section 551.086.
Competitive Matters -
Receive a presentation from Denton Municipal Electric staff ("DME") regarding
public power competitive and financial matters pertaining to plans, strategies,
opportunities, and developments for generation improvements to the DME system;
discuss and deliberate strategies regarding saine; discuss and deliberate
opportunities and strategies for the City to acquire purchased power and enter into
agreements regarding the salne, in order to meet its future energy needs. Discuss,
deliberate and provide Staff with direction.
ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED
MEETING WII,L 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 §55 L086 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,
§55 L001, 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 §55 L071-55 L086 OF THE
TEXAS OPEN MEETINGS ACT.
Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall,
215 E. McKinney Street, Denton, Texas at which the following items will be considered:
1. PLEDGE OF ALLEGIANCE
A. U.S. Flag
B. Texas Flag
"Honar the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and
indivisible."
2. PROCLAMATIONS/PRESENTATIONS
A. ID 16-009 Irma P. Hall Day
3. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council.
B. Receive Scheduled Citizen Reparts from Members of the Public.
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
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City Council Meeting Agenda January 5, 2016
has received background information and has had an opportunity to raise questions regarding these
items priar to consideration.
Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent
Agenda (Agenda Items A—_). 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—_ 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 16-004
Attachments
Consider adoption of an ordinance accepting competitive proposals and awarding a
contract for fraud prevention, credit risk assessment, and debit recovery services for
the City of Denton Customer Service department; providing for the expenditure of
funds therefor; and providing an effective date (RFP 5890-awarded to ONLINE
Information Services, Inc., dba the ONLINE Utility Exchange, in the three (3) year
not-to-exceed amount of $250,000). The Public Utilities Board recommends
approval (6-0).
Exhibit 1-Pricinp and Evaluation Sheet
Exhibit 2-Public Utilities Board Minutes
Exhibit 3-Ordinance
Exhibit 4-Contract
B. ID 16-008 Consider adoption of an ordinance of the City of Denton, Texas approving an Office
Lease and Right of First Refusal between the City of Denton and 4SR Mulberry,
LLC, and a Subordination, Non-Disturbance and Attornment Agreement between
the City of Denton, 4SR Mulberry, LLC, and the National Bank of Texas at Fart
Worth, all related to the properties located at 215 West Hickory Street and 216 West
Mulberry Street, Denton, Texas, 76201; providing authority far the City Manager to
execute the agreements subject to final language approval by the City Attorney; and
providing an effective date.
C. ID 16-029
Attachments:
D. ID 16-030
Attachments
Consider adoption of an ordinance of the City of Denton authorizing an agreement
between the City of Denton, Texas and the Denton African American Scholarship
Foundation; providing for the expenditure of funds therefor; and providing for an
effective date.
Exhibit 1- Ordinance-Denton African-American Scholarship Foundation
Exhibit 2- Serv Aareement Denton African-American Aareement
Consider adoption of an ordinance of the City of Denton authorizing the City
Manager or his designee to execute a purchase order through The Interlocal
Purchasing System (TIl'S) Cooperative Purchasing Frogram Contract #02042315
far the replacement of the roof at the City of Denton Fleet Services building by way
of an Interlocal Agreement with the City of Denton; and providing an effective date
(File 6027-awarded to CBS Mechanical, Inc. in the amount of $445,810).
Exhibit 1-Comoarison
Exhibit 2-CBS Quote
Exhibit 3-Ordinance
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City Council
E. ID 16-031
Attachments:
F. ID 16-032
Attachments:
G. ID 16-033
Attachments:
Meeting Agenda January 5, 2016
Consider adoption of an ordinance ratifying the expenditure of funds by the City
Manager for the emergency purchase and installation of electrical wiring, fixtures,
appliances, drywall and associated repairs for the Denton Municipal Electric and
Facilities Management project located at 1224 North Bonnie Brae Street, Denton,
Texas and in accordance with provisions of Section 252.022 of the Local
Government Code exempting such purchases from requirements of competitive
bidding; and providing an effective date (File 6023-awarded to Harvest
Construction Team, Inc. in the amount of $58,175).
Exhibit 1- Memo from Sendero Acquisiitons. LP
Exhibit 2-Emerpencv Declaration Form
Exhibit 3-Ordinance.doc
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City
Manager to execute a Professional Services Agreement for professional engineering
and consulting services related to the City of Denton Municipal Solid Waste
Landfill and Recycling Facilities; providing for the expenditure of funds therefor;
and providing an effective date (File 6014-awarded to Parkhill Smith and Cooper in
the annual amount of $150,000 for a three (3) year not-to-exceed amount of
$450,000). The Public Utilities Board recommends approval (7-0).
Exhibit 1-PUB Minutes
Exhibit 2-Ordinance
Exhibit 3-Contract
Consider adoption of an ordinance approving a"Third Amendment to Professional
Services Agreement for Architect or Engineer" by and between the City of Denton,
Texas and Malcolm Pirnie, Inc., now known as Arcadis US, Inc., to provide
engineering services far the design of the Lake Lewisville Water Treatment Plant
Rehabilitation and Process Upgrade; authorizing the expenditure of funds therefor;
and providing an effective date (File 4399-providing for an additional $146,823 for
additional services on the project-aggregating to $3,850,233). The Public Utilities
Board recommends approval (7-0).
Exhibit 1-Oripinal Contract
Exhibit 2-Contract Amendments 1 and 2
Exhibit 3-PUB Apenda Sheet
Exhibit 4-Draft PUB Minutes
Exhibit 5-Ordinance
H. ID 16-034 Consider adoption of an ordinance of the City of Denton, Texas providing for,
authorizing, and approving the expenditure of funds for the purchase of certified
softball officiating services from the Narth Texas Umpires Association (NTUA),
which are available from only one source and in accordance with Chapter 252.022
of the Texas Local Government Code such purchases are exempt from the
requirements of competitive bidding; and providing an effective date (File
6017-Agreement with NTUA in the ainount per gaine as specified in the agreement
in the estimated annual award of $85,000 for a three (3) year estimated expenditure
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City Council Meeting Agenda January 5, 2016
of $255,000).
Attachments: Exhibit 1-Sole Source Letter
L ID 16-035
Attachments:
Exhibit 2-Ordinance
Exhibit 3-Contract
Consider adoption of an ordinance accepting competitive proposals and awarding a
contract far the purchase of electric utility aluminum swage connectors to be
stocked in the City of Denton Distribution Center; providing for the expenditure of
funds therefor; and providing an effective date (RFP 5861-awarded to Irby Utilities
in the three (3) year not-to-exceed a�nount of $660,000).
Exhibit 1-Evaluation and Rankinp Sheet
Exhibit 2-Ordinance
Exhibit 3-Contract
5. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF
EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS
A. ID 16-026
Attachments
Consider adoption of an ordinance of the City of Denton determining the public use,
need, and necessity far the acquisition of fee simple title to the surface estate,
including a waiver of surface use to the mineral estate, of a tract of land ("Property
Interests") generally located in the 1200 block of North Interstate Highway 35 East
and being a partion of Lot 1, Block 1, Royal Inn Addition, an addition to the City of
Denton, Denton County, Texas according to the Plat recorded in Cabinet D, Page
329, Plat Records, Denton County, Texas, and more particularly described in the
attached Exhibit "A"; authorizing the City Manager and City Attorney, or their
respective designees, to acquire the property interests by agreement including
making initial and final offers; authorizing the use of the power of eminent domain
to condemn the property interests if an agreement cannot be reached; and
authorizing the City Attorney, or her designee, to file eminent domain proceedings
if necessary; authorizing the expenditure of funding; makings findings; providing a
savings clause; and providing an effective date. (Fire Station No. 3 Rebuild)
Exhibit 1 - Location Map
Exhibit 2 - Site Map
Exhibit 3 - Recommended Motion
Exhibit 4 - Ordinance
B. ID 16-052 Consider adoption of an ordinance of the City of Denton, Texas determining the
public use, need, and necessity far the acquisition of fee simple title to the surface
estate, including a waiver of surface use to the mineral estate, of a 25.63 acre
property tract ("property interests") described in the attached exhibit "a", generally
located on the narth side of Tom Cole Road and being west of and adjacent to City
of Denton Enterprise Airport property and being situated in the Wm. Wilburn
Survey, Abstract 1419, Denton County, Texas, and more particularly described in
the attached Exhibit "A"; authorizing the City Manager and City Attorney, or their
respective designees, to acquire the property interests by agreement including
making initial and final offers; authorizing the use of the power of eminent domain
City ofDenton Page 6 Printed on 12/31/2015
City Council
Attachments:
C. ID 16-053
Attachments:
Meeting Agenda January 5, 2016
to condemn the property interests if an agreement cannot be reached; and
authorizing the City Attorney, or her designee, to file eminent domain proceedings
if necessary; authorizing the expenditure of funding; makings findings; providing a
savings clause; and providing an effective date. (Denton Enterprise Airport: West
Parallel Runway Project (Eagle Farms/Parter))
Exhibit 1 - Location Map
Exhibit 2 - Site Map
Exhibit 3 - Recommended Motion
Exhibit 4 - Ordinance
Consider adoption of an ordinance of the City of Denton, Texas determining the
public use, need, and necessity far the acquisition of fee simple title to the surface
estate, including a waiver of surface use to the mineral estate, of a 29.444 acre tract
("property interests") described in the attached Exhibit "A", generally located and
adjacent to the southwest boundaries of the City Of Denton Enterprise Airport
property and being situated in the J. McDonald Survey, Abstract 873, Denton
County, Texas, and more particularly described in the attached Exhibit "A";
authorizing the City Manager and City Attorney, or their respective designees, to
acquire the property interests by agreement including making initial and final offers;
authorizing the use of the power of eminent domain to condemn the property
interests if an agreement cannot be reached; and authorizing the City Attorney, or
her designee, to file eminent domain proceedings if necessary; authorizing the
expenditure of funding; makings findings; providing a savings clause; and providing
an effective date. (Denton Enterprise Airpart: West Parallel Runway Project (SLF II
Cole Froperties, LP))
Exhibit 1 - Location Map
Exhibit 2 - Site Map
Exhibit 3 - Recommended Motion
Exhibit 4 - Ordinance
6. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 16-051 Receive certification of a recall petition from the City Secretary and give staff
direction.
7. PUBLIC HEARINGS
A. ID 16-010
Hold a public hearing and consider approval of the updates to the City of Denton's
Mobility Plan and the Travel Demand Model of the Denton roadway system.
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City Council Meeting Agenda January 5, 2016
Attachments: Exhibit 1- Existinp Denton Mobilitv Plan
Exhibit 2 - Count Map
Exhibit 3 - MPC Updates
Exhibit 4- New Roadwavs BRINKER BRIDGE
Exhibit 5 - Road Realipnments
Exhibit 6- Updated Mobilitv Plan LOS
Exhibit 7- Street Classification Chanpes
Exhibit 8- Proposed Mobilitv Plan BRINKER BRIDGE
Exhibit 9 - Ordinanace
Exhibit 10 - Mobilitv Plan Public Hearinp Presentation Final Council Jan 5 2016
B. S15-O011a Hold a public hearing and consider a Specific Use Permit (SUP) to allow a Basic
Utility, a Denton Municipal Electric substation, on approximately 62 acres within a
Downtown Commercial General (DC-G) District. The subject property is generally
located at the southwest corner of South Locust Street and West Collins Street, in
the City of Denton, Denton County, Texas. The Planning and Zoning Commission
recommends approval, subject to conditions (6-0).
Attachments: Exhibit 1- Staff Analvsis
Exhibit 2- Aerial Map
Exhibit 3- Zoninp Map
Exhibit 4- Future Land Use Map
Exhibit 5-Applicant Narrative
Exhibit 6- Site Plan/Landscape Plan
Exhibit 7-Collins Street Section
Exhibit 8- DME CIP Proiect Overview
Exhibit 9- Site Photos
Exhibit 10- Notification Map & Responses
Exhibit 11- Planninq and Zoninq Commission Meetinq Minutes
Exhibit 12- Draft Ordinance
C. S 15-0012a Hold a public hearing and consider a Specific Use Permit (SUP) far Multi-Family
Dwellings on two properties zoned Neighborhood Residential Mixed Use 12
(NRMU-12). The subject properties are approximately 024 and 0.33 acres in size
and are located at 609 and 612 Meadow View Court, in the City of Denton, Denton
County, Texas. The Planning and Zoning Commission recommended approval of
this request, subject to conditions (6-0).
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City Council Meeting Agenda January 5, 2016
Attachments:
D. ID 16-040
Attachments:
Exhibit 1- Staff Analvsis
Exhibit 2- Site Location/Aerial Map
Exhibit 3- Zoninp Map
Exhibit 4-Future Land Use Map
Exhibit 5- Proposed Site Plan
Exhibit 6-Proposed Elevations
Exhibit 7- Site Photos
Exhibit 8- Notification Map & Responses
Exhibit 9- Planninp and Zoninp Commission Meetinp Minutes
Exhibit 10- Draft Ordinance
Hold a public hearing and consider adopting a resolution regarding the proposed
sites for construction, expansion, and use of an electric power transmission
/distribution substation located along both the east and west sides of South Mayhill
Road between Spencer Road to the north and Pockrus Page Road to the south, in the
City of Denton, Texas, as part of Denton Municipal Electric's service territory.
[Mayhill substation/Pockrus to Mayhill]
Exhibit 1- Proiect Information Sheet for Pockrus to Spencer R2 POWER Revie
Exhibit 2- Transmission Line Locations Requirinp Land Action
Exhibit 3- DME Substation Locations Map
Exhibit 4- Mayhill to Pockrus Options Map 10-22-15
Exhibit 5- Mayhill - MH-PK TM Line - location map
Mayhill Substation Resolution
8. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council.
B. Receive Scheduled Citizen Reparts from Members of the Public.
A. ID 16-060 Willie Hudspeth regarding City Hall.
9. CONCLUDING ITEMS
A. Under Section 55 L042 of the Texas Open Meetings Act, respond to inquiries from the City
Council ar 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 55 L0415 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.
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City Council Meeting Agenda January 5, 2016
CERTIFICATE
I certify that the above notice of ineeting was posted on the bulletin board at the City Hall of the City of
Denton, Texas, on the day of , 2015 at o'clock (a.m.) (p.m.)
CITY SECRETARY
NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS WITH DISABII,ITIES 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 10 Printed on 12/31/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
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Legislation Text
File #: ID 16-005, Version: 1
Agenda Information Sheet
DEPARTMENT: Development Services/Economic Development
CM/ ACM:
Date:
Jon Fortune
January 5, 2016
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding policies related to the Economic
Development Investment Fund and the Downtown Reinvestment Grant Fund.
BACKGROUND
The purpose of this Wark Session is to discuss two separate Economic Development Funds: 1) the existing
Downtown Reinvestment Grant Program that was established in 2007, and 2) the new Economic Development
Investment Fund which was established in October of 2015 with the adoption of the Fiscal Year 2015-16
Budget.
These two items are being discussed during the same Wark Session in order to look holistically at the range of
economic development tools available to the City and to compare the purpose and policies of each fund.
During the FY 2015-16 budget deliberations, the City Council directed staff to create the Economic
Development Investment Fund for the purpose of providing a revenue source for cash incentives so Denton can
remain viable when in direct competition for economic development projects with communities that have Type
A ar Type B economic development sales tax. At the same time, Council directed staff to stop taking new
applications for the Downtown Reinvestment Grant Program until such a time that a Wark Session could be
held on the program.
The City of Denton first adopted a Tax Abatement Policy in 1989. The City is required to renew/adopt a Tax
Abatement Policy every two years in accordance with Chapter 312 of the Texas Tax Code. The last Tax
Abatement Policy was adopted in April 2014, when it was broadened to apply Chapter 380 of the Texas Local
Government Code to implement a wider range of incentive programs, allowing the City to remain competitive
during the site selection process for a project. The policy also allows for additional considerations for projects
that will create improvements to the Denton Downtown Implementation Plan area.
Downtown Reinvestment Grant Pro�ram - Created in 2007
Purpose: To provide small ($5,000 -$25,000) cash reimbursement grants for capital improvements to buildings
in the downtown area.
In September 2002, community stakeholders warked with the TIP Strategies consulting firm to begin an intense
series of task force and steering committee meetings that resulted in a strategic plan with four key focus areas:
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File #: ID 16-005, Version: 1
Downtown, Image & Marketing, Business Parks, and UNT Research Park. Each area included an
implementation plan with recommendations regarding the cost, responsible party, and timing. The plan also
recommended that an Economic Development Partnership Board (EDPB) be formed to oversee this activity,
and it identified the roles the partners should play.
During that process, the Downtown Task Force recommended a grant program to assist downtown building and
business owners with projects. The grant is tied to preserving the history of Denton by restoring the buildings.
It also gives the Downtown Task Force, EDPB, and City Council control over the design of rehabilitations and
new construction, as there are no design standards in place for downtown.
City Council adopted the Downtown Incentive Reimbursement Grant Program on April 3, 2007, and allocated
$50,000 for each fiscal year through 2011-2012. On January 10, 2012, several changes were made to the
program, including:
� Changing the name from "Downtown Incentive Reimbursement Grant Program" to "Downtown
Reinvestment Grant Program," which better describes the purpose of the grant, which is to assist
businesses with the costs of renovation/redevelopment proj ects and developing on infill sites; and
� Changing the maximum grant allowed from $50,000 to $25,000; and
� Grants of $10,000 or less will be subject to review by the Downtown Task Force and approval by the
City Manager; grants of more than $10,000 will be reviewed by the Downtown Task Force, Economic
Development Partnership Board (EDPB), and approved by City Council.
The Downtown Reinvestment Grant Program is strictly for capital improvements, not operating costs. It is set
up as a single-payment reimbursement to property owners per building/business, and in some situations,
tenants. Reimbursement grants are available for the following types of projects:
• Fa�ade Rehabilitation
Definition: Removing slipcovers or non-historic/added facades, repointing brick or replacing mortar
joints, replacing or restoring cornices, removing paint from brick, replacing windows, restoring
transom windows, roof and foundation wark.
• New Awnings & Signs
Definition: Replacing, adding or repairing awnings & signs. Signs may include signboards,
projecting signs and pedestrian signage (includes window sign, hanging sign and awning/canopy
sign).
• Impact Fee Reimbursement
Definition: Reimbursement for City of Denton water and wastewater impact fees
� Utility Upgrades
Definition: Upgrades to water, wastewater and electrical service, includes interior upgrades as well
as exterior service upgrades
In FY 2013-14, the grant fund was increased from $50,000 to $100,000 per year and is currently funded
through mixed beverage tax revenues to the City.
Since October l, 2007, 41 grants have been awarded. Of those, seven expired without the recipient receiving
the grant due to issues with the projects (spreadsheet attached). The return on investment (ROI) over the life of
the grant has been $1 (City) to $30 (private investment).
Considering the success of the Downtown Reinvestment Grant Program at preserving Denton's history via
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restoration of Downtown buildings as well as the increase in property value that can be attributed to those
restorations, staff recommends continuing the grant program with no changes to the geographic boundaries of
the program. However, the purpose of the grant program could be expanded to incentivize the redevelopment of
older industrial areas around the Downtown Transit Center, and to incentivize entrepreneurial and start-up
businesses within the downtown area.
Economic Develonment Investment Fund - Created in 2015
Purpose: To create a cash grant program in order to increase the City's ability to compete for large economic
development projects.
The City of Denton's Tax Abatement Policy was broadened and adopted in April 2014 to apply Chapter 380 of
the Texas Local Government Code in order to implement a wider range of incentive programs. Such programs
could include, but are not limited to:
• Targeted industry cluster or supply chain recruitment initiatives
� Capital grants or loans for start-up and small businesses to promote entrepreneurship
� Special incentive programs within certain boundaries of the City in order to promote infill
redevelopment and attract businesses that meet pre-determined desirable criteria
� Grants to offset costs associated with public infrastructure improvements and/or impact fees
� Cash incentives to gain a competitive position when in direct competition for a project
The expanded 2014 Tax Abatement and Incentive Policy gave the City more latitude and the ability to offer
cash incentives in an effort to receive more desirable economic outcomes. However, no mechanism was put in
place at that time to create a cash fund for incentive purposes.
In 2015, the Investment Action Team, a subcommittee of the Economic Development Partnership Board
(EDPB) that was formed to support the Economic Development Division's Strategic Action Agenda, sought to
create a funding mechanism to grant cash incentives. The team explored methods of financing to create an
Economic Development Incentive Fund, so that the City of Denton could be more competitive and offer cash
incentives and grants when appropriate and necessary. At its August 13, 2015, meeting, the team examined
possible funding mechanisms and reviewed the Governmental Account Standards Board (GASB) Statement
Number 54 for the creation of an economic development incentive fund for future use.
Accounting standards which fall under Governmental Account Standards Board Statement Number 54
(GASB 54) provide the rules for the City's use of General Fund Balance or the designation of Special
Revenue Funds. Adherence to the GASB 54 is required in order to create a fund that rolls over from one
fiscal year to the next. The GASB 54 states that Special Revenue Funds are used to account for specific
revenue sources that are restricted or committed to expenditures for purposes other than debt service or capital
projects. In order to comply with GASB 54, the City Council must adopt an ordinance specifying its intent to
create a Special Revenue Fund and commit specific revenues.
At the August 25, 2015, EDPB meeting, the Investment Action Team recommended that the EDPB consider a
board recommendation to the City Council to create an economic development incentive fund. Additionally, the
Team recommended the following criteria for eligibility for a cash grant:
• A company must meet at least two of the following criteria in order to be eligible to receive a grant
under this program:
1) high wage ar knowledge-based jobs
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2) substantial capital investment
3) address a recruitment or supplier target
The EDPB recommended that the City Council create an Economic Development Investment Fund by next
budget year with a$1 million balance and with a$2 million balance within two years. The granting of
incentives would be considered on a case-by-case basis by EDPB and City Council action through a Chapter
380 Agreement.
In conjunction with the FY 2015-16 Proposed Budget, the City Council directed staff to create the Economic
Development Investment Fund. The purpose of the fund is to provide a revenue source for the expanded
Incentive and Tax Abatement Policy, which is managed by the City's Economic Development Division. This
fund will further allow unspent funding to be rolled over from one year to the next and utilized in future years.
The City Council recommended committing $150,000 in mixed beverage taxes previously accounted for in the
General Fund. This investment falls under HBU 283330L This revenue will provide a dedicated mechanism to
account for investment in economic development projects.
Staff is seeking direction from Council on the following policy points related to the Economic Development
Investment Fund:
� Should the Fund require the above eligibility criteria, as recommended by the Investment Action Team?
� Should the Fund have geographic targets or restrictions?
� Should the Fund accumulate to a certain amount before being used?
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goals:
• Related Key Focus Area: Economic Development
o Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth
o Related Goal: 3.4 Encourage development, redevelopment, recruitment and retention
PRIOR ACTION/REVIEW
Downtown Reinvestment Grant Program
April 3, 2007 - City Council adopted the Downtown Incentive Reimbursement Grant Program and allocated
$50,000 for each fiscal year through 2011-2012.
On January 10, 2012 - City Council approved changes to the incentive program.
Economic Development Investment Fund
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September 15, 2015 - City Council approved a special revenue fund during the budget meetings in September
2015. A total of $150,000 has been allocated for the Economic Development Investment Fund. The City
Council is scheduled to meet in 2016 to review and provide more guidance on the Investment and Downtown
Incentive Funds.
On September l, 2015 - the Denton City Council directed staff to create the Economic Development
Investment Fund under the FY 2015-16 Proposed Budget, Capital Improvement Program and Five-Year
Financial Forecast item.
August 25, 2015 - The EDPB recommended that the City Council create an Economic Development Investment
fund by next budget year with a$1 million fund balance and with a$2 million balance within two years (9-0).
August 13, 2015 - The Investment Action Team met to give staff direction on the creation of an Economic
Development Incentive Fund and to provide updates on the progress of the investment team strategies
December 2014 - The Investment Action Team met to develop an Action Agenda for 2015
January 13, 2015 - A joint presentation by Economic Development and the Finance Departments provided
information on the accounting standards and possible options regarding the creation of an Economic
Development Incentive Fund for the City of Denton
April 7, 2014 - Joint meeting of the City Council and the Economic Development Partnership Board during
which a Wark Session explored the possibility of creating an Economic Development Incentive Fund
FISCAL INFORMATION
The Downtown Reinvestment Grant Fund (HBU 284001) has an expenditure authority of $217,918.
The City Council recommended committing mixed beverage taxes into the Economic Development Investment
Fund to provide a dedicated mechanism to account for investment in economic development projects. This
investment falls under HBU 2833301 with an expenditure authority of $150,000.
EXHIBITS
l. Downtown Grant Report 2007-2015
2. Examples of Increase in Property Values 2005-2015
3. Ordinance 2012-001 - Downtown Reimbursement Grant
4. Draft Ordinance - Economic Development Investment Fund
5. Resolution 2014-016 - Tax Abatement and Incentive Policy
Respectfully submitted
Aimee Bissett, Director
Development Services
Prepared by:
Erica Sullivan, Economic Development Analyst
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File #: ID 16-005, Version: 1
Julie Glover, Economic Development Program Administrator
Development Services, Economic Development Division
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1lcodadldepartmentsllegallour documents\ordinances112\ecodevo downtown grant program.doc
Exhibit 3
ORDINANCE NO. 2012-OOI
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS,
AMENDING THE DOWNTOWN iNCENTIVE REIMBURSEMENT GRANT PROGRAM;
AND PROVIDING AN EFFECTVE DATE.
WHEREAS, on February 14, 2007, the Downtown Taslc Force unanimously
recommended creating an incentive program to promote desired development/redevelopment in
the downtown area of the City of Denton; and
WHEREAS, on April 3, 2007, the City Council of the City of Denton adopted the
Downtown Incentive Reimbursement Grant Program; and
WHEREAS on October 13, 2011, the Downtown Task Force recommended changes to
the original Downtown Incentive Reimbursement Grant Program; and
WHEREAS on November 1, 2011, the Economic Development Partnership Board
recommended the changes to the City Council of the City of Denton, including changing the
name of the program to "Downtown Reinvestment Grant Program;" and
WHEREAS, on December 6, 201 l, the City Council reviewed changes to the Downtown
Reinvestment Grant Program; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council of the City of Denton hereby approves the changes to the
Downtown Reinvestment Grant Program, which is attached to and made a part of this ordinance
for all purposes.
SECTION 2. The City Council will fund the program in an amount to be considered
annually.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �� day of � , 2012.
s:llegallour documents\ordinances1121ecodevo downtown grant program.doc
Exhibit 3
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY;
APPOVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY: �.�� � � / -
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Exhibit 3
DENTON POLICY FOR
DOWNTOWN REINVESTMENT GRANT PROGRAM
I. GENERAL PURPOSE AND OBJECTIVES
The City of Denton Economic Development department promotes Denton and its unique character
through the redevelopment and revitalization of Downtown, historic preservation, community
involvement, and by providing educational and technical assistance to business and property owners.
With Downtown as a key focus area of the Economic Development Program, the City of Denton City
Council adopted the following Downtown Reinvestment Grant Program.
Each fiscal year (October 1 through September 30), the City Council considers allocation of funds in the
City's budget for the grant program. Applications are considered as they are received, and may be
funded, if approved, until funds are depleted.
II. GRANT GUIDELINES
1. Commercial faqade rehabilitation grant funds are available for exterior work on building facades that
immediately overlook public streets located in the Downtown area as defined in the Downtown
Implementation Plan (DTIl'), see attached map, page 5.
2. Roof and foundation work on commercial buildings in the DTIP area may also be eligible for grant
funds, providing costs do not exceed 50% of the grant request.
3. No grant applications will be accepted for work that has already been started or complete, or for work
that is covered by insurance.
4. Grants are awarded on a reimbursement basis once completed work has been verified by City staff as
compliant with the plans proposed in the approved application. Any deviation from the approved
grant project may result in the total or partial withdrawal of the grant. Grants are awarded as a single
payment to the applicant.
5. All submitted work will be reviewed based on the Secretary of the Interior's Standards for
Rehabilitation (see page 7) and the City of Denton's Municipal Codes and Ordinances.
6. Grant applications and awards can be made in any of the reimbursable activities listed below and may
be combined for any single property or project. However, the m�imum award amount available
annually per project is $25,000.
7. An applicant is defined as an eligible property within the DTIP area. A single owner of multiple
properties may apply for grant funds for each property owned, but may not receive more than $25,000
per property.
8. If an applicant is awarded a reinvestment grant for fagade, awning or sign work and the fa�ade,
sign or awning is altered for any reason within one (1) year from construction, the applicant
may be required to reimburse the City of Denton immediately for the full amount of the grant.
Exhibit 3
9. Projects will be reviewed and ranked with the following considerations in mind:
• Project results in an increase in property valuation and/or generates sales t� revenue
• Project rehabilitation reflects histaric accuracy
• Project improves the capacity of water, wastewater and electric utility services
� Water/Wastewater impact fees are assessed
� Project results in a significant increase in downtown population (residents and/or day or night
users)
• Location (i.e., proximity to the square, transit station or catalyst project)
• Other appropriate impacts may be considered on a case-by-case basis
III. PROGRAM DETAILS
Reinvestment grants are available for the following types of projects:
Fa�ade Rehabilitation and Building Renovation
Definition:
Removing slipcovers or non-historic/added facades, repointing brick or replacing mortar joints,
replacing or restoring cornices, removing paint from brick, replacing windows, restoring transom
windows, painting, roof and foundation work.
Grant Limits:
Fa�ade rehabilitation and building grants are limited to a 50% match of the eligible projects costs,
with a cap of $25,000 per grant for fa�ade, roof and foundation work. Roof and foundation repair
may constitute no more than half of the request and shall only be considered for funding if
included as a portion of a larger project.
Paint-only grants are limited to a 50% match with a cap of $5,000 per grant.
Awnings & Signs
Definition:
Replacing, adding or repairing awnings & signs. Signs may include signboards, projecting signs
and pedestrian signage (includes window sign, hanging sign and awning/canopy sign).
Grant Limits:
Awning grants are limited to a 50% match with a cap of $5,000 per grant. Sign grants are limited
to a 50% match with a cap of $500 per grant.
Impact Fee Reimbursement
Definition: Reimbursement for City of Denton water and wastewater impact fees
Grant Limits:
Impact Fee grants are limited to a 50% match with a cap of $25,000 per grant.
Utility Upgrades
Definition: Upgrades to water, wastewater and electrical service, includes interior upgrades as
well as exterior service upgrades
Grant Limits:
Utility Upgrade grants are limited to a 50% match with a cap of $25,000 per grant.
Downtown Reinvestment Grant Program Policy 2
Exhibit 3
N. GRANT APPLICATION PROCESS
1. Contact Economic Development Program Administrator to discuss project and determine eligibility.
If requested, the Program Administrator will set up an appointment with the Texas Main Street
Center's Architectural Assistance Program, which provides free assistance in selecting paint, color
schemes and building and sign materials for building fa�ade and signs.
2. Complete grant application form and sign the agreement form. Return the completed application
form with all original itemized work estimates, color samples, drawings and example sign material of
the proposed work to the Economic Development office at 215 E. McKinney no later than S pm the
iirst Monday of each month. Applications should include:
a. Drawings of all proposed grant work to be done. Drawings may be prepared by the Texas Main
Street Architect, the project architect, or contractor.
b. Color samples of all fnal paint selections and/or final building or sign material selections must
be included with the application.
c. Itemized work estimates on all project work from contractors or project architects must be
included with the application. (Self-contracted work will be reimbursed for eligible expenses,
excluding labor.)
d. Photos of the building's exterior, interior, roof or foundation (areas where work is to be
performed).
3. The approval process will include without limitation the following:
a. All projects must meet current building standards and codes, as well as building permit
requirements.
b. Applicants are required to attend and present their grant reinvestment project to the Downtown
Task Force (DTTF}. Grants of $10,000 and less will be subject to a recommendation by the
DTTF and approval by the City Manager. The DTTF meets monthly, as needed.
c. Grants of more than $10,000 must be reviewed and approved by the Economic Development
Partnership Board (EDPB) prior to consideration by the Denton City Council. The EDPB meets
monthly and will review submitted applications and consider the DTTF's recommendation.
d. If recommended by the EDPB, grants of more than $10,000 will be placed on the City Council
agenda and the Denton City Council will review the recommendations from the DTTF and
EDPB. The DTTF and EDPB recommendations are advisory only, and no recommendation shall
be binding on the Denton City Council. The Denton City Council has the fmal discretion with
regard to funding and reserves the right to modify or reject any project or elements of any project.
e. Applications must be complete and contain all required information. Additional information
requested by the DTTF, EDPB or the Denton City Council must be provided prior to
consideration of the grant.
£ All construction bids submitted by an applicant must be current and must be dated no earlier than
ninety (90) days prior to the application request. Bids shall be submitted on the contractor's or
project architect's letterhead and shall contain the contractor' name, address, telephone number
and shall itemize the bid in a manner that allows the DTTF, EDPB and Denton City Council to
determine the bid components and authenticity of the bid.
Downtown Reinvestment Grant Program Policy 3
Exhibit 3
g. An applicant whose application that has been denied by the Denton City Council shall not be
eligible to re-submit a grant application for six (6) months from the date the prior application was
declined by the Denton City Council.
h. Applicants receiving approval shall commence construction described within the application
within ninety (90) days from the date the grant is awarded. All applicants must complete the
construction described in the application within one (1) year from the date the grant is approved.
If the applicant is unable to commence construction within ninety (90) days from the date the
grant is approved or complete construction within one (1) year from the date the grant is
approved, the applicant may submit a written request for an extension for the commencement
date or completion date provided the extension request is made prior to the ninety (90) day or one
(1) year time limit. The DTTF or Denton City Council shall not be obligated to allow extensions,
but may do so for good cause determined solely by the entity which authorized the grant. The
extensions, if granted, shall be for the term and for the conditions determined exclusively by the
entity which authorized the grant. An extension denial cannot be appealed and shall be final.
i. As a condition of this grant application, the applicant consents and shall allow the Economic
Development staff to request City inspections to determine that the grant, if awarded, will not be
used for construction on any building that is not in compliance with the City Municipal Codes
and Ordinances that are applicable to the construction contemplated in the application.
j. No applicant has a proprietary right to receive gant funds. Each request will be considered on a
case-by-case basis.
k. The applicant shall be required to furnish photographs of the building's exterior, roof and
foundation after the construction is completed, as a condition of final grant reimbursement.
1. The applicant is required to obtain all applicable City permits and City approvals required for the
construction if a grant is awaxded.
m. An applicant should attend DTTF, EDPB and Denton City Council meetings in which
consideration of the application occurs.
4. Reimbursement: When the grant project has been satisfactorily completed and reviewed, the
applicant shall present the Economic Development office with copies of all paid invoices, including
copies of cancelled checks and/or credit card receipts, for a single payment reimbursement of the
approved funding. In addition, the applicant must complete a City of Denton Vendor Form and a
Form 1099 to receive payment from the City. Vendor forms and 1099's will be provided by the
Economic Development office.
Downtown Reinvestment Grant Program Policy 4
Exhibit 3
DOWNTOWN IMPLEMENTATION PLAN AREA MAP
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Legend
� DTIP Boundry
- Historic Courthouse
5quare
MII25 This mep ie e grephic repreaentetlon prepered by the City of Denton end is intended for uae only ea a reference. Dete depicted
0 0.0376.075 D.15 0.225 0.3 is not guaranteed Tor accurecy and may be aubject to revieion at any time without notiflcatlon. A Registered Surveyor for the
State of Texas wes not conaulted. For Survey level accuracy, aupervision and certi(Icatlon of tha produced data by a Regiatered
Profeasional Lend Surveyorforthe 9tate of Texaswould need to 6e pariortned.
Downtown Reinvestment Grant Program Policy 5
Exhibit 3
EXHIBIT A
CITY OF DENTON
DOWNTOWN REINVESTMENT GRANT PROGRAM
APPLICATION
City of Denton
Department of Economic Development
215 E. McKinney Street
Denton, TX 76201
940-349-7732
www. citvofdenton, coin
Julie. l�(a�cityo fdenton, com
Downtown Reinvestment Grant Program Policy 6
Exhibit 3
Downtown Reinvestment Grant Program Application
Please return completed with necessary attachments and signature to Economic Development
office, 215 E. McKinney no later than 5 pm by the first Monday of each month. If you have any
application questions, please contact the Economic Development Program Administrator at 940-
349-7732.
Applicant Name Date
Business Name
Mailing Address
Contact Phone Email Address
Building Owner (if different from applicant)
HistoricaUCurrent Building Name
Project Site/Address
Type of Work: (check all that apply)
Paint Only
Signage
Utility Upgrades
-
-
-
Fagade & Building Renovation
Awnings
Impact Fees
-
-
-
Details of Planned Improvements relating to Grant Request (attach additional information if
necessary)
Downtown Reinvestment Grant Program Policy 7
Exhibit 3
How will this project bene�t Downtown?
Project Expenditures Estimated Costs Grant Requested
FagadeBuilding Rehab
Awnings
Signs
Impact Fees
Utility Upgrades
Totals
TOTAL COST OF PROPOSED PROJECT $
TOTAL GRANT REQUEST $
(May not exceed 50% of TOTAL COST up to $25,000) _
Attach with all required color samples of paint, awning/canopy, sign design, etc., as well as
photographs of building's exterior facade, roof and foundation.
Applicant's Signature Date
Downtown Reinvestment Grant Program Policy 8
Exhibit 3
DOWNTOWN REINVESTMENT GRANT AGREEMENT FORM
Please complete and return with Downtown Reinvestment Grant Application to Economic
Development office, 215 E. McKinney no later than 5 pm by the first Monday of each month. If
you have any questions, please contact the Economic Development Program Administrator at 940-
349-7732.
I have met with the Economic Development Program Administrator, and I have read and fully understand
the Downtown Reinvestrnent Grant procedures established by the Denton City Council. I intend to use
this grant program for the aforementioned renovation projects to advance the efforts of revitalization and
historic preservation of Denton's historic downtown. I have not received, noN will I receive insurance
monies for this revitalization project.
I understand that if I am awarded a Downtown Reinvestment Grant by the City of Denton, any deviation
from the approved project may result in the partial or total withdrawal of the grant. (If I am awarded a
reinvestment grant for farade, awning or sign work and the fagade, sign or awning is altered for any
reason within one (1) year from construction, I may be required to reimburse the City of Denton
immediately for the full amount of the grant.)
Business/Organization Name
Applicant's Signature Printed Name Date
Building Owner's Signature (if different from appd icant) Printed Name Date
---------------------------------------------------------------------------------------------------------------------------
This section is to be completed by Economic Development staff
Date considered by DTTF Recommendation Staff Signature
Date considered by City Manager Recommendation City Manager Signature
Date considered by EDPB Recommendation Staff Signature
Downtown Reinvestment Grant Program Policy 9
Exhibit 3
REVIEW PROCESS
Total project scores can range from 0 to 30 points.
Recommendations will be based on:
0- 14 points = No funding
15-19 points = Grant recommendation up to $5,000
20-24 points = Grant recommendation up to $10,000
25-30 points = Grant recommendation up to $25,000
Grants more than $10,000 will be subject to a recommendation by the Denton Economic
Development Partnership Board and approval by the Denton City Council.
Grant applications will be scored based on:
• Economic Impact — 0-5 Points
o Total investment dollars as provided in the grant application
o Investment in structure construction or renovation (excluding purchase price)
o Investment in furniture, fixtures and equipment; estimated taxable sales
• Historic Accuracy — 0-5 Points
o New construction/complements existing buildings
o Restores building to historic accuracy
o Renovation of building with historic marker
(Local, state or national historic marker)
Upgrades to Utilities/Impact Fees -- 0-5 Points
o Requires upgrades in electrical service
o Increases existing water/wastewater capacity
o No existing utilities to structure
o Extends water/wastewater lines (improves additional properties)
o Impact fees may be ranked depending upon percentage of fees to eligible expenses
• Increases Population -- 0-5 Points
o Increases consumer traffic (day or night)
o Increases quality or high end residential units
• Location -- 0-5 Points
o Near square or transit area
o Potential to spur adjacent or nearby development
o Catalyst project area
• Other -- 0-5 Points
o Partners with other businesses (i.e., shared parking)
o Project is a"target" business (i.e., grocery, pharmacy, "Denton Store")
o Promotes development of Denton Arts and Entertainment District
Downtown Reinvestment Grant Program Policy 10
Exhibit 3
Grant Scoring System 0 1 2 3 4 5
Economic impact
Historic accuracy
Utility Upgrades/Impact fees
Increases population
Location
Other
Totals
Downtown Reinvestment Grant Program Policy 11
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s�ecified p�i�r��c�ses ��th�r tl�arr d�bt sei�vice «r ca�aital pr�7j�:ct�s; and
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I�und, a�a official furlc� �7� the; C"ity �7f` I��;nt��n, "I'�;xas.
�F.,C.��I�TOr12. I�t� any ��cti�i�, subsecti�an, �r�ragraph, sent�.�ncc, clause, pl�.rasc or worc� in
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cc�urt oF cc�z7�p�ter�t jti�risc�iciic�n, suc1� haldir��; sh�ll nr�t af'fe�ct th� validity ot' t��� reix7aining
porti�>ns �f tl�is c>rdiilance, vic� the C�;ity C;c�ur�cil c>��" thc C.ity ��f I��ntc�n, I,cx��s hereby decl��res
it wc7u�d havc� �;z�act�c� st�ch rc�mainin�; peri�tians c�espitL any such v�lidity.
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S:\Legal\Our pocuments\Resolutions\14\Resolution Adopting Tax Abatement and Incentive Poliey.doex
Exhibit 5
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WHEREAS, on May 1, 2001, the City Council amended the Policy to allow waiver of the
five million dollar threshald and the maximum tax abatement percentage; to define professianal
positions; to make other changes as set farth in the amended Policy; and
WHEREAS, on August 19, 2003, the City Council amended the Palicy to make
additional changes in the Policy and under the provisions af the Tax Code the Policy expired on
August 19, 2005; and
WHEREAS, on December 6, 2005, the City Council amended the Policy to make
additional changes in the Policy and under the provisions of the Tax Code the Policy expired on
August 19, 2005; and
WHEREAS, in accordance with Chapter 312 of the Texas Tax Cade requiring that tax
abatement policies be adopted every two years, the Policy was adopted on February 5, 2008; and
WHEREAS, on April 20, 2010, the City Council extended the Policy to make changes in
the Policy and under the provisions of the Tax Code the Policy expired on February 5, 2010; and
WHEREAS, on April 17, 2012, the City Council amended the Policy to make additional
changes in the Policy and under the provisions of the Tax Code the Policy expired on April 17,
2014; and
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' S:\Legal\Our pocuments\Resolutions\14\Resolution Adopting Tax Abatement and Incentive Policy.docx
Exhibit 5
WHEREAS, the City Council deems it in the public interest to continue to be eligible for
participation in tax abatement and to adopt policies, guidelines and criteria governing tax
abatement agreements to be known as the Denton Policy for Tax Abatement and Incentives;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The polices, guidelines and criteria found in the Denton Policy for Tax
Abatement and Incentives, attached hereto as Exhibit A and made a part of this Resolution and
incorporated herein for all purposes, are in all things approved and adopted. From and after the
effective date of this Resolution, the attached Denton Policy for Tax Abatement and Incentives
shall. constitute policy guidelines and criteria governing tax abatement agreements for the City of
Denton in accordance with Chapter 312 of the Tex. Tax Code.
SECTION 2. Pursuant to Tex. Tax Code Section 312.002(c) the guidelines and criteria
adopted herein shall be effective for two (2) years, during which time the guidelines may be
amended or repealed by a vote of 3/ 4 of the members of the Council.
SECTION 3. The City Council hereby reasserts its decision to become eligible to
participate in tax abatement. The City Council provides certain tax incentives applicable to
business enterprises in various reinvestment zones which are established in the City, in
accordance with the applicable provisions of Chapter 312 of the Tex. Tax Code and in
accordance with the guidelines and criteria established in the attached Exhibit A and in the
amended Policy.
SECTION 4. This Resolution shall become effective immediately upon its passage and
approval at the regular meeting of the City Council of the City of Denton, Texas, on the 6th day
of May, 2014, at which meeting a quorum was present and which meeting was held in
accordance with the provisions of Tex. Gov.' t Code § 551. 001, et seq.
PASSED AND APPROVED this the 6th day of �'��y, ;?014,
. BURRC�C.?GHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY: �� ,r�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ,:�, � ��,. _,.� � �
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2014 Tax Abatement Po(icy EXillblt A
Exhibit 5
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I. GENERAL PURPOSE AND OBJECTIVES
The City of Denton (City) is committed to the promotion of high quality development in all parts of
the city and to an ongoing improvement in the quality of life for its citizens. Insofar as these
objectives are generally served by the enhancement and expansion of the local economy, the City
will, on a case-by-case basis, give consideration to providing tax abatement or other incentive as a
stimulus for economic development in Denton. It is the policy of the City that said consideration will
be provided in accordance with the procedures and criteria outlined in this document. Nothing herein
shall imply or suggest that the City is under any obligation to provide an incentive to any applicant.
All applicants shall be considered on a case-by-case basis. Incentives will not be considered if
construction of a project already has begun.
Tax abatements, as described in this Policy, will be available for businesses wanting to locate, expand or
modernize, existing or new facilities and structures, including, without limitation, basic industries,
corporate office headquarters or distribution centers, except as this Policy may be limited for property
described in Section 312.211(a) of the Texas Property Tax Code (Vernons Texas Civil Statutes
Annotated, hereinafter referred to as "Tax Code.")
In addition to tax abatements, the City may provide alternative or additional incentives to businesses
utilizing its authority under Chapter 380 of the Texas Local Government Code (hereinafter referred to as
"Chapter 380.") Chapter 380 of the Texas Local Government Code states that a municipality may
establish and provide for the administration of one or more programs for making loans and grants of
public money and providing personnel and services of the municipality, to promate state or local
economic development and to stimulate business and commercial activity in the municipality.
The City of Denton will consider, on a case-by-case basis, the use of grants and loans as incentives to
accomplish one or more of the following economic development objectives:
• Development and diversification of the economy
• Elimination of unemployment or underemployment
• Expansion of transportation or commerce
• Attraction of major investment
• Expansion of primary employment
• 5timulation of agricultural innovation
The City of Denton may establish targeted incentive programs to accomplish one or more of the above
objectives. Such programs could include, but are not limited to:
• Targeted industry cluster or supply chain recruitment initiatives
• Capital grants or loans for start-up and small businesses to promote entrepreneurship
• Special incentive programs within certain boundaries of the City in order to promote infill
redevelopment and attract businesses that meet pre-determined desirable criteria
• Grants to offset costs associated with public infrastructure improvements and/or impact fees
• Cash incentives to gain a competitive position when in direct competition for a project
2014 Tax Abatement Policy
Exhibit 5
II. ECONOMIC DEVELOPMENT PARTNERSHIP BOA
Requests for tax abatement or other incentives shall be reviewed by the Economic Development
Partnership (EDP) board, on a case-by-case basis unless otherwise directed by City Council, the EDP
board being comprised of two City Council members, two Chamber of Commerce board members, two
representatives from the top twenty taxpayers, one representative from the University of North Texas,
one member with aviation experience, and one member at-large.
The EDP board serves as a recommending body to the City Council regarding whether economic
development incentives should be offered in each individual case. Its recommendation shall be based
upon an evaluation of information submitted in the incentive application and any additional information
requested by the EDP board or presented to the EDP board. The Incentive Application shall be
substantially in the form of Exhibit A of this Policy. All meetings of the EDP board shall be held in
compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code.
1
The criteria outlined in the Application will be used by the EDP boaxd in determining whether or not it
is in the best interests of the City to recommend that incentives be offered to a particular project.
Specific considerations will include the degree to which the individual project furthers the goals and
objectives of the community as described in the Denton Comprehensive Plan, as well as the relative
impact on growth, employment, expansion of the tax base, economic development and human health
and the environment.
Tax Abatements
New, expanding and modernizing businesses may be considered for a tax abatement if the minimum
threshold, as described in Table 1 below, is met.Once a determination has been made that a project is
eligible for a tax abatement, the following table will serve as a basis for determining amount and term of
abatement:
TABLE 1: Establishes a framework for considering the length and percentage of abatement
according to assessed properly value of improvements and of tangible personal property located on the
real property.
Page 2 of 18
2dI4 Tax Abatement Palicy
Exhibit 5
_ —
_ —
VALUE OF STRUCTURE
AND PERSONAL PROPERTY yEARS OF PERCENTAGE OF
IN MILLION DOLLARS ABATEMENT ABATEMENT
100 10 25%
80 9 25%
65 8 25%
50 7 25%
3� 6 25%
20 5 25%
15 4 25%
10 3 25%
g 2 25%
To qualify, companies must meet the minimum threshold of the Policy in the first 24 months from the
execution of the agreement or as specified in the tax abatement agreement.
If upon initial application a project qualifies for tax abatement under the guidelines set forth in this
Policy, the City may consider granting an additional5% abatement for each one of the following factors
provided, however, that the total tax abatement does nat exceed 50% annually or continue for a period
of more than ten years. No applicant may receive credit for more than five of the following factors:
■ The project will occupy a building that has been vacant for at least two years;
■ The project will create high-skilled, high-paying jobs as dacumented by the applicant; (A
breakdown of number of jobs per job classification and entry level wage per classification will
be used to determine eligibility);
■ The project will involve a significant relationship with one of the two universities in Denton;
■ At least 25% of the new jobs created by the project will be filled by Denton residents;
■ A minimum of 25% of local contractors and local subcontractors will be utilized during
construction of the proj ect;
■ The project will provide knowledge-based jobs (at least 25 percent of jobs require college
bachelors degree at entry level);
■ The project will donate significant public art to the community. (To qualify, donation must be
approved by Greater Denton Arts Council and City Council);
■ The project will donate significant materials/equipment to the public schools (to qualify,
donation must be approved by DISD and City Council);
■ The project will create improvements to the Denton Downtown Implementation Plan area;
■ The project will result in the formatian of a business paxk;
■ The project is an international or national headquarters facility.
■ The project is a medical manufacturing or research facility.
■ The project incorporates significant environmentally sustainable practices that includes:
Leadership in Energy and Environmental Design (LEED) certification, recycling initiatives, the
manufacture of sustainable materials or products that support sustainable industries, or the
incorporation of clean technology.
Page 3 of 18
2014 Tax Abatement Policy
Exhibit 5
■ Renewable Energy will be generated, stored or utilized for the project on an ongoing basis;
■ The applicant is committed to actively supporting the Denton Community.
The total tax abatement may not exceed 50% annually for ten years. All abatements are subject to final
approval of the City Council. Even though a project may meet the criteria as set forth in this
Policy, an applicatfon may be denfed at the discretion of the City. Tax abatement shall not apply to
any portion of the land value of the project. The thresholds as described in Table 1 are considered
guidelines for establishing the Tax Abatement Agreement terms. However, the City may determine that
a lower or higher percentage and/or a shorter or longer term of abatement may be more appropriate for
an individual project. If the abatement is approved, the City may consider applying all or a portion of
the abatement in the first year or during any shorter period within the term of the tax abatement
agreement. For example, an approved abatement of 25 percent for four years may be applied as 100
percent abatement for one year.
When the City of Denton determines that incentives are required to retain existing businesses, which
propose to improve or redevelop property within the City limits, the Denton City Council may consider
these "special projects" on a case-by-case basis and reserve the right to waive the minimum threshold
and/or exceed fifty percent (50%) in tax abatement. The City of Denton may also take into
consideration as "special projects" the expansion/redevelopment of existing businesses that create new
or additional professional jobs. New or existing businesses that incorporate environmentally sustainable
practices or have a renewable energy component may also be considered "special projects." Abatement
hereunder will only apply to the increased valuation of the improvements over the appraised value of the
property prior to such improvements as same is established by the Denton Central Appraisal District the
year in which the tax abatement agreement is executed. The City may also consider other tax incentives
authorized by law.
Chapter 380 Incentives
At times when alternative incentives may be preferable to a tax abatement, the City Council has the
authority under Chapter 380 to create a custom incentive in order to accomplish specific economic
development goals. Chapter 380 incentives will be considered on a case-by-case basis, and may be
considered for one or more of the following criteria:
• A certain number of net new jobs with wages above Denton's median household income
• The relocation of a company that promotes the growth of targeted industry clusters such as high-
tech companies, aviation/aerospace industry, or supply chain clusters that support Denton's
existing primary employers
• Incentives for businesses that cause infill redevelopment or other desirable development
objectives
• Any other activity which the City Council determines meets a specific public purpose for
economic development
1• �
Local contractors and local sub-contractors refers to vendors that have their "principal office or place
of business," as reported to the Texas Secretary of State Office, located within Denton City Limits or
Extraterritorial Jurisdiction (ETJ). The minimum requirement of 25%, to be eligible under this
consideration, will be based on the estimated construction valuation of the project.
Page 4 of 18
2014 Tax Abatement Policy
Exhibit 5
Knowledge-based jobs are defined as occupations which:
• Require specialized and theoretical knowledge, usually acquired through a college education
or through work experience or other training which provides comparable knowledge;
• Require some research, analysis, report writing and presentations;
• Require special licensing, certification, or registration to perform the job task;
A Business Park is defined as a multi-building, multi-tenant, master planned complex of approximately
one million square feet or more under roof, constructed to house manufacturing, distribution, assembly,
and office facilities.
Leadership in Energy and Environmental Design (LEED) certification is a voluntary
internationally recognized green building certification system, with verification by a third-party that a
building or community was designed and built using strategies aimed at improving performance
across the following metrics:
• energy savings
• water efficiency
• COZ emissions reduction
• improved indoor environmental quality
• stewardship of resources.
The certification levels consist of the following: Basic, Silver, Gold and Platinum and are weighted
on a 100 point system. The LEED system measures: innovation in design; sustainable sites; water
efficiency; energy and atmosphere; materials and resources; indoor environmental quality; and
locations and linkages.
The manufacture of sustainable materials or products may include but is not limited to: biobased,
recyclable and reclaimed goods. Denton is located in an air quality nonattainment region designated
by the Environmental Protection Agency for air pollution levels that continually exceed national
standards. Products and equipment that support sustainable industries or clean technologies that
reduce environmental pollution are encouraged and may qualify for consideration under this section.
Community support and involvement may include but is not limited to monetary or active investment in
local non profits, public institutions or community organizations, Membership and participation in a
Denton chamber of commerce is an example that may qualify under this consideration. The EDP board
will consider criteria proposed by the applicant, review and make a recommendation on the eligibility of
the applicant's community support and recommend whether an additional five percent should be added
to the overall incentive percentage.
When the City determines that abandoned property may require additional incentives to promote
economic development that generally satisfies the requirements of this Policy, the City may waive the
minimum threshold and/or exceed fifty percent (50%) in tax abatement, or consider other tax incentives
for special projects to redevelop abandoned buildings consistent with existing law. For the purpose of
this Policy, an abandoned building is defined as a building that has been identified as being suitable for
commercial or industrial development, has been vacant for a minimum of five-years or has substantially
declined in appraised value. Abatement would only be considered on the increased valuation of the
improvements in each year covered by the tax abatement agreement over the value of the property for
the year in which the tax abatement agreement is executed. The City may also consider other tax
incentives authorized by law.
Page 5 of 18
2014 Tax Abatement Policy
Exhibit 5
Preliminarv Application
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Any person, organization or corporation desiring that the City consider providing incentives to
encourage location or expansion of facilities within the limits of the jurisdictions shall be required to
comply with the following procedural guidelines. Nothing within these guidelines shall imply or
suggest that the City is under any obligation to provide an incentive to any applicant.
A. Applicant shall complete the attached "Incentive Application."
B. Applicant shall prepare a map or other documents providing the following:
■ precise location of the property and all roadways within 500 feet of the site
■ existing uses and conditions of real property
■ proposed improvements and uses
■ any proposed changes in zoning
■ compatibility with the Denton Comprehensive Plan and applicable building codes and
City ordinances.
■ A complete legal description.
C. Applicant shall complete all forms and information detailed in the Application and submit
all information to the City Manager (or his/her designee), City of Denton, 215 E. McKinney,
Denton, TX 76201.
D. All information in the application package detailed above will be reviewed for completeness
and accuracy. Additional information may be requested as needed,
E. The application will be distributed to the appropriate City departments for internal review
and comments. Additional information may be requested as needed.
F. Copies of the complete application package and staff comments will be provided to the EDP
board.
G. Fiscal agents of the City will review the application for comments and recommendation.
Additional information may be requested as needed.
Consideration of the Application
H. The EDP board will consider the application at a regular or special-called meeting(s).
Additional information may be requested as needed.
I. The recommendation of the EDP board will be forwarded, with all relevant materials, to the
City Council.
Page 6 of 18
2014 Tax Abatement Policy
Exhibit 5
J. If the City Council decides to grant a tax abatement, it shall call a public hearing to consider
establishment of a tax reinvestment zone in accordance with Section 312.201 of the Tax
Code. The reinvestment zone must meet one or more of the criteria of Section 312.202 of
the Tax Code.
K. The City Council may consider adoption of an ordinance designating the area described in
the legal description of the proposed project as a commercial/industrial tax abatement zone.
L. The City Council may consider adoption of an ordinance or resolution approving the terms
and conditions of a contract between the City and the applicant governing the provision of
the tax abatement or incentive and the commitments of the applicant, including all the terms
required by Section 312.205 of the Tax Code and such other terms and conditions as the City
Council may require. Should the commitments subsequently not be satisfied, the tax
abatement or other incentive shall be null and void (unless the tax abatement agreement
provides for a recapture of the property tax revenue lost proportionate to a partial failure to
meet the minimum thresholds set forth in the agreement) and all abated taxes or other
incentive shall be paid immediately to the City of Denton, Provisions to this effect shall be
incorporated into the agreement.
N. The City reserves the authority to enter into tax abatement agreements at differing
percentages and/or terms as set forth in the guidelines of this Policy, consistent with the
requirements of the Tax Code. The City also reserves the authority to enter into incentive
agreements under Chapter 380 of the Texas Local Government Code.
Any incentive agreement will address various issues, including but not limited to, the following:
1. General description of the project
2. Amount of the tax abatement and percent of value to be abated each year
3. Method of calculating the value of the abatement
4. Duration of the abatement, including commencement date and termination date
5. Legal description of the property
6. Kind, number, location and timetable of planned improvements
7. Specific terms and conditions to be met by applicant
8. The proposed use of the facility and nature of construction
9. Contractual obligations in the event of default, violation of terms or conditions, delinquent
taxes, recapture, any decrease in valuation, administration and assignment
-��-- '
Upon completion of construction and/or other threshold criteria, the City Council shall receive from the
City Manager (or his/her designee) an annual evaluation of each incentive to insure compliance with the
agreement and to report possible violations of the agreement to the appropriate taxing entities. After
new tax base numbers are received in July of each year, the City Manager and his staff will have ninety
(90) days to review and prepare a breakdown of those figures.
Page 7 of 18
2014 Tax Abatement Policy
Exhibit 5
Local Businesses and Historicallv Underutilized Businesses
Businesses receiving an incentive are asked to use diligent efforts to purchase all goods and services
from Denton businesses whenever such goods and services are camparable in availability, quality and
price.
The City of Denton also encaurages the use, if applicable, of qualified contractors, subcontractors and
suppliers who are historically underutilized businesses based on information provided by the General
Services Commission pursuant to Chapter 2161 of the Government Code. In the selection of
subcontractors, suppliers or other persons or organizations proposed for work on this Agreement, the
OWNERS agree to consider this Policy and to use their reasonable and best efforts to select and
employ such companies and persons for work on this Agreement.
Job Recruiting frorn Low-Moderate Income Census Tracts
Businesses receiving incentives are asked to endeavor to make available, or endeavor to cause lessees
or assignees to make available, full-time or part-time employment with on-the-job training for Denton
citizens. In this effort, the business, lessee or assignee is encauraged to recruit from the low-moderate
income Census tracts as further defined by the U.S. Department of Housing and Urban
Development's (HUD) Qualified Census Tracts (QCT) map shown in Figure �1. HUD defines QCTs
as "census tracts in which one-half or more of the households have incomes below 60 percent of the
area median income or the poverty rate is 25 percent of [or] higher.
Page8of18
2614 Tax Rbatement Policy
Exhibit 5
FIGURE 1: DENTON, TEXAS
2010-2011 Qualified Census Tracts
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Page 9 of 18
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2014 Tax Abatement Poticy
Exhibit 5
E IBIT A
The City of Denton
Incentive A����lication
About lhe Application...
The Incentive Application provides the City with specific information on the project. The information requested
in the Application is designed to address the criteria developed within the City of Denton's Incentive Policy. The
information serves as the basis for fiscal analysis and overall project evaluation. This evaluation is provided to
the Economic Development Partnership (EDP) board and Council Members and serves as a source document
during EDP board and City Council deliberations.
The Application and the Agreement...
Specific information from the Application (such as value of new investment and employment commitments) is
incorporated into the Incentive Agreement. In fact, the Application is an attachment to the Agreement. Since the
Agreement is a binding contract, it is important that each question on the application be answered in full and as
realistically as possible. Simply put, the application is part of the process from start to finish so you'll want to
make sure you're comfortable with the contents.
When Is The Applicatiorz Final?
The answer to this question is very simple: When you tell us, "It's final." It is not uncommon for. a business
entity to submit numerous Applications as drafts for informational and evaluative purposes only. As
conversations continue, the business entity will submit a finalized version of the Application that includes all of
the commitments agreed to during the discussions.
What about Confidentiality?
Section 312.003 of the Texas Tax Code makes confidential information provided to the City as a part of this
application that describes the specific processes or business activities to be conducted or the equipment or other
property to be located on the property. This information is not subject to public disclosure until the incentive
agreement is executed. Section 522.131 of the Texas Government Code (Texas Public Information Act) makes
confidential information which relates to economic development negotiations between the City and a business
prospect that the City seeks to have locate, stay or expand in or near the territory of the City. The information
must relate to a trade secret of the business prospect, commercial or financial information which the business
prospect can demonstrate based on specific factual evidence that disclosure would cause substantial competitive
harm to the person from whom the information was obtained or information about a financial or other incentive
being offered to the business prospect by the City or by another person. Information about a financial or other
incentive being offered to the business prospect is required to be disclosed when an agreement is made with a
business prospect. The City is subject to disclosing most records and documents upon request under the Public
Information Act. Accordingly, please clearly indicate and mark any information you consider proprietary.
This would include anything in your application which you consider a trade secret, commercial or
financial information which you can demonstrate by speci�c factual evidence that would cause substantial
competitive harm if disclosed, information which describes the specific processes or business activities to
be conducted or the equipment or other property for which the incentive is sought, any financial or other
incentive you may be seeking from the City or any other information you deem to be confidential under
the law.
Who is Authorized To Sign the Application?
Because the Application itself is non-binding, the person signing need not be the property owner or even an
individual duly authorized to sign on behalf of the property owner. However, if an Agreement is reached, the
Application will be an attachment to the Agreement and its contents will be binding through the authorized
signature required on the Agreement.
Page 10 of 18
2il14 �"a�c Abatement Policy
Exhibit 5
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City of Denton
Department of Economic Development
Denton, Texas 76201
(940) 349-7776
(940) 349-8596 FAX
www. citvofdenton, com
Aimee.Bissettn,citvofdenton. com
Page 11 of 18
2014 Ta;c Abatement Policy
Exhibit 5
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Property Owner
Campany or Project Name
Mailing Address
_ �,� �. .a �� r��� �_.. �
Telephone Fax No.
W �_ �,� � � � ._ - n..... � �
Website
Contact Name
Title
Mailing Address
....... _...�. .�. a.� � _ ��
Telephone Fax No,
..�..._..., �. ,w..r....�mu....- w� .._ ......._..........
Email Address
Provide a chronology of plant openings, clasing and relocations over the past 15 years.
3. Provide a recard of inergers and financial restructuring during the past 15 years.
4. Will the occupants of the praject be owner or lessee? If lessee, are occupancy commitments already existing?
5. Is the project a relocatian of existing facility or a new facility ta expand aperatians? If relacatian, give
current location.
6. If an existing Denton business, will project result in abandonment of existing faciliry? If so, the value af the
existing facility will be subtracted from the value of the new facility to arrive at total project value.
.��- • :
2014 Tax Abatement Policy
Exhibit 5
7, Properiy Description.
�-.._ .....�.... _ _...... � ._.. ... ._.....
- Attach a capy of the legal descrtptian detailing property's metes and bounds.
_��.... �_,.. �. _�� _.. __....�
- Attach map of project including all roadways, land use and zoning within 500 feet af site.
— ...�..... �_ _._..� �
8. Current Value. Attach copy of latest property tax statement from the Denton Caunty Central Appraisal
District Include both real (land and impravements} and personal property).
9. Increased Value/Estimated Tota1 Cost of Project.
_�m.�.., ��.,,,.., .� ��.....
Structures $
_ __�� _ .._.. �.._
Personal Property �
Site Development $
Other Improvements $
_.
10. Indicate percent of tax ahatement and number of years requested.
�em�..n� � _. m..�. .._.�.m.. ,_m
Percent Requested Years Requested
..��.. ,�. � � �__... � u.... - .�w.� n.� H_�. me.
List any other financial incentives this pro�ect will request/receive
Estimated Freeport Exemptian
Estimated Electric Utility Industrial Development Rider
Estimated Water/Wastewater Infrastructure Assistance
�
.._ _ _ __
Chapter 380 Incentive
�... u..����� �.._�.. _...... �.. _u._. � ......_.
11. Give a brief descriptian of the activities to be performed at this location, including a description af products to
be produced and/or services to be pravided.
12. Describe any off-site infrastructure requirements:
_ a.a.. �._ w.....�
. Water
• Wastewater
".+- • :
20I4 Tax Abatement Policy
Exhibit 5
• Streets
�
• Other
13. Project Operation Phase. Provide employment information for the number of years incentive is requested.
� m..... ��..�.__ �... _ _ _e.. _ ...�
At Project
Existin ` 5tart Date At Term of
g
Employment Information Operation (mo/yr) Incentive
(if applicable) ' / �
�.w. _._.� .... M � . ... .... �.,...... �.
A. Total number of permanent, full-tirne jobs
_ r...... �_ ......... ......__ v_......
B. Employees transferred from outside Denton
� _.. � � �. -..r�.wm. � � � � _ _ �.._. .�M...a�
j C. Net permanent full-time jobs (A. minus B.)
_ ........ - ... ..... � ��._ _ ,�... ,�. .�...
E Total annual payroll for all permanent, full-time
jobs (A,)
F. Types of jobs created. List the job titles and number of positions in each category that will be employed
at the facility. Provide average wage for each category.
, �- � . • ��-
.
•,.- . � ,
2014 Tax Abatement Policy
H. Bstimate annual utility usage for project:
Electric
Exhibit 5
kWh � Water
,..i
m.. _ mcf
Wastewater gpd ' Gas
� � ,..�..__ �.. - ....n.�_ _� -��.�. r_ �. �w...,
14. Describe any other direct benefits to the City of Dentan as a result of this project (e.g., sales tax revenue or
project elements identified in Tax Abatement Policy, Sectian III).
15. Is property zoned appropriately? Yes No
Current zoning. � - W'y�'� - �µ �u�
M . � �.n �.. ..,� �.���� �..
Zoning required for proposed project.
_ �.... �� ��_..... _. .._.
Anticipated variances.
16. Is property platted? Yes Na
, �..... ,_�� _..�... __ ,...,_.. - �.
Will replatting be necessary Yes No
.� � _.ae....... -�. _wm_ .� M..__
17. Discuss any environmental impacts created by the project.
a �,.. �.__ _ � _. ..... m� m �
A. List any permits for which applicant must apply. Applicant will be required to provide City with coptes
of all applications for environmental permits upon completion of application(s).
B. Provide record of compliance to all environmental regulations for the past five years.
18. �Provide specific detail of any businesses/residents that will be displaced and assistance that will be available
fram the requesting campany.
19. Provide description af any historically significant area included within the project's area as determined by the
Historic preservation Officer. If any, give detail of how the historically significant area wi11 be preserved,
Page 15 of 18
2014 Tax Abateinent Policy
Exhibit 5
20. Justiiicatian for Incentive Request: Substantiate and more fully describe the justification for this request.
Include the amount of the incentive requested and show how it will contribute to the financial viability of the
project. Submit attachments if necessary.
__�,.� �
21. List additional abatement factors to be considered far this project as outlined an pages 3 and 4 of the
Incentive Policy.
Oc..m....._.. m� aa. ��m � _a_�� � �..�.._,
cupies buildmg vacant for at least 2 years Donation of materials to public schools �
_� .���_. �... ,�m..,..,. ��.�. �_ � �,e
Project creates high-skilled, high-paying jobs i Improvements to Downtown
' Sigmficant relationship wtth universities � Project � - �
�µ forms business park
, ��_.. ..� _.�u.. ��_._ �w. _aa� w...
25% of new jobs filled by Dentan residents International or national headquarters
25% local cantractors to be utilized � �� Medical manufacturing or research�facility
��.�...._ w�.... ........�...._ �.._ _N. _....�._.... .��,
25% of jobs are knowledge-hased Environmentally sustainable practices used
� �em. _.� � �_ _. .=.m_ _�
Danation of significant public art � Renewable Energy generated/stored/utilized
�Community suppon........_. ��._. _�..... � .. �
rt and involvement: Attach description of community involvement
22. Financial Infarmation; Attach a copy of the latest aud,tect tmanctat statement or, m tne case oi a new pru�cc�,
a business plan.
_.�
23. Does the proJect have an eligible environmentally sustainable or renewable energy component (if so, p ease
identify type and provide a brief description)?
_......�.u_
24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement
(Exhibit B af the policy).
• . � . �, � �
2014 Tax Abatement Pa(icy
Exhibit 5
� , � � � �i� � � �y
;• r � � � � � ' �
Property Owner
Company or Project Name
Mailing Address
�m �
Telephone Fax No
�
_�.. ,M _ ������ �._..
� .v_
Website
Contact Name
Title
Mailing Address
�� _ _�.m.� ���, m..._ _m. M.. ,....
Telephone Fax No.
�� � �,._ — -��.� �w. � w�.......
Email Address
Project location address:
Provide documentation that the project has been registered with the U.S. Green Building Council.
. _�....� ...u.�_ �.. _...��..�
4. Provide a descriM�
ption of the project (please include the building size, number of occupants and estimate
budget).
Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how
project will achieve the LEED certification.
Level of Certification:
Number of Points:
Page 17 of 18
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
File #: ID 16-041, Version: 1
DEPARTMENT: DME
ACM:
Date:
Legislation Text
Agenda Information Sheet
Howard Martin, 349-8232
January 5, 2016
SUBJECT
Receive a report, hold a discussion, and give staff direction on the Denton Renewable plan and activities related
to the future power supply plans to meet the City's growth and needs.
BACKGROUND
Over the past five years the Ciry of Denton has secured its place as a national leader in public power by
providing 40% wind energy to its customers with no corresponding increase in rates.
DME is responding to the future energy needs of its customers with the Renewable Denton Plan, a plan that
will enable us to increase Denton's renewable energy from 40% to 70% by the year 2019.
Renewable energy has desirable qualities due to a lower environmental impact than other conventional energy
sources, and because wind and solar power can be naturally replenished. However, one undesirable quality of
renewable generation is that it is intermittent and difficult to predict thereby introducing reliability or financial
risks. A reliable source of dispatchable on-demand power is needed and staff has proposed using quick start
generation using reciprocating internal combustion engines which would minimize the use of natural gas. This
option manages risks while at the same time increasing our renewable energy footprint and providing safe,
reliable power without increased rates.
DME held a press conference on October 6, 2015, and has been engaging in public outreach by mailers,
publishing information via website, and conducting open house meetings with the public on October 19 and 27,
2015, as well as attending Council Members community meetings. DME briefed the Council on the feedbacic
and comments at the November lOth meeting and at Council direction will discuss future options during this
presentation. DME briefed the Council on December 1 and 15, 2015.
EXHIBITS
l. December l, 2015 RDP presentation
2. November 10, 2015 RDP presentation
3. December 15, 2015 RDP Presentation
4. January 5, 2015 RDP presentation
Respectfully submitted:
Phil Williams
DME, General Manager
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-041, Version: 1
Prepared by:
Smith Day
Compliance Manager
City of Denton Page 2 of 2 Printed on 12/31/2015
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City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
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File #: ID 16-007, 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, exchange, lease or value of real property located generally in the 200 block of West Hickory in the
City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated
with the potential real property matter 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. [ID 16-008]
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-044, 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 real estate
matters related to DME Hickory substation, located at the intersection of West Hickory and South Bonnie Brae
in the City of Denton, Texas, and specifically concerning certain real property located at 1224 N. Bonnie Brae;
where discussions had, deliberation, and direction given, by the Denton City Council in an open meeting
would have a detrimental effect on the position of the governmental body in negotiations with a third party.
Consultation with the City's attorneys regarding legal issues associated with the condemnation or acquisition of
the real property interests 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. [Hickory Substation] [ID 16-031]
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-043, 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
acquisition of real property interests located located along both the east and west sides of South Mayhill Road
between Spencer Road to the north and Pockrus Page Road to the south; where discussions had, deliberation,
and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the
position of the governmental body in negotiations with a third party. Consultation with the City's attorneys
regarding legal issues associated with the acquisition of the real property interests described above; discussion
of these legal matters in an open meeting 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. [Pockrus-Spencer/Mayhill Substation] [ID 16-040]
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
File #: ID 16-042, Version: 1
Legislation Text
Agenda Information Sheet
SUBJECT
Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code
Section 551.086.
Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and
financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements
to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and
strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to
meet its future energy needs. Discuss, deliberate and provide Staff with direction.
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
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������������
Legislation Text
File #: ID 16-009, Version: 1
Agenda Information Sheet
SUBJECT
Irma P. Hall Day
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-004, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance accepting competitive proposals and awarding a contract for fraud
prevention, credit risk assessment, and debit recovery services for the City of Denton Customer Service
department; providing for the expenditure of funds therefor; and providing an effective date (RFP 5890-
awarded to ONLINE Information Services, Inc., dba the ONLINE Utility Exchange, in the three (3) year not-to
-exceed amount of $250,000). The Public Utilities Board recommends approval (6-0).
BACKGROUND
As an issuer of credit, the City of Denton's municipal utilities are required to comply with the Fair and
Accurate Credit Transactions Act of 2003 (FACTA). As part of the FACTA, the Securities and Exchange
Commission requires that financial institutions and creditors maintain a program to detect, prevent, and
mitigate identity theft. These requirements are also known as the Red Flag Rules. To ensure Red Flag Rule
compliance, the City contracted with ONLINE Utility Exchange in November 2008 to provide City staff access
to tools designed to prevent fraud and assess credit risk Since its implementation, the ONLINE Utility
Exchange application has been instrumental in Utilities' Customer Service's day to day operations.
RFP INFORMATION
To ensure the organization continues to receive the best value for the contracted services listed above, staff
issued a Request for Proposal (RFP) to qualified vendors. Requests for Proposals were sent to 22 prospective
suppliers that specialize in fraud prevention and credit risk assessment. In addition, specifications were placed
on the Materials Management website for prospective suppliers to download and advertised in the local
newspaper. ONLINE Utility Exchange submitted the only proposal received in response to the solicitation. A
selection committee comprised of representatives from Customer Service reviewed their proposal in accordance
with specified evaluation criteria.
Proposals were solicited utilizing the following criteria to evaluate the best value:
l. Delivery/Project schedule
2. Compliance with specifications, quality, reliability, characteristics
to meet stated or implied needs
3. Indicators of probable performance under contract
10%
20%
20%
City of Denton Page 1 of 3 Printed on 12/31/2015
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File #: ID 16-004, Version: 1
4. Price, total cost of ownership
50%
The evaluation committee's goal while evaluating the submission was to confirm that ONLINE Utility
Exchange continued to maintain compliance with the City's specifications while offering their services at a
competitive price. At the conclusion of their evaluation, the committee determined that the organization is best
served by continuing its relationship with ONLINE Utility Exchange. Staff asked the vendor to reevaluate their
proposed pricing and submit their Best and Final Offer (BAFO). The vendor did not change their pricing. The
pricing submission is attached as Exhibit l.
During fiscal year 2014-2015, the City's Customer Service division screened more than 16,000 applicants
utilizing the ONLINE Utility Exchange application and identified several hundred cases of potential fraud and
identity theft. The cost for each residential identity theft and credit risk assessment is $2.70. For commercial
screening, the cost is $16.00. Since the introduction of the City's Red Flag Rules program, costs have been
recovered through the assessment of a$3.00 residential application fee and a$16.00 commercial application
fee. In addition to these screenings, staff also utilizes ONLINE Utility Exchange to aid in efforts to collect on
unpaid debts from former customers. In fiscal year 2014-2015, staff utilized the software to perform skip traces
to locate more than 900 former customers with unpaid debts.
Since the City began its relationship with ONLINE Utility Exchange, this vendor has played a key role in
securing protected customer information, identifying identity theft attempts, and improving the City's
collection of unpaid utility debt. Staff recommends continuing this productive relationship by approving the
attached agreement.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On November 9, 2015, the Public Utilities Board recommended approval to forward this item to the City
Council for consideration.
RECOMMENDATION
Staff recommends awarding a contract for fraud prevention, credit risk assessment, and debt recovery solutions
to ONLINE Utility Exchange in the three (3) year not-to-exceed amount of $250,000.
PRINCIPAL PLACE OF BUSINESS
ONLINE Information Services, Inc.
dba the ONLINE Utility Exchange
Winterville, NC
ESTIMATED SCHEDULE OF PROJECT
The contract will take effect immediately following City Council approval. No disruption to bill production or
mailing service is anticipated.
FISCAL INFORMATION
City of Denton Page 2 of 3 Printed on 12/31/2015
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File #: ID 16-004, Version: 1
These services will be invoiced on a per usage basis and funded from Water Customer Service account#
630800.7866.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
EXHIBITS
Organizational Excellence
1.1 Manage financial resources in a responsible manner
Exhibit l: Pricing and Evaluation Sheet
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 12/31/2015
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EXHIBIT 2
DRAFT MINUTES
PUBLIC UTILITIES BOARD
November 9, 2015
After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, November 9, 2015 at 9:03 a.m. in the Service Center Training Room at the City of
Denton Service Center, 901-A Texas Street, Denton, Texas.
Present:
Absent:
Vice Chair Phil Gallivan, Barbara Russell, Lilia Bynum, Charles Jackson,
Brendan Carroll and Susan Parker
Chair Randy Robinson and George Campbell, City Manager
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING
CONSENT AGENDA
C. PUB15-051 Consider recommendation of an ordinance accepting competitive proposals and
awarding a contract for fraud prevention, credit risk assessment, and debt
recovery solutions, providing for the expenditure of funds therefor; and
providing an effective date (RFP 5890 - awarded to ONLINE Information
Services, Inc., dba the ONLINE Utility Exchange, in the three (3) year not-to-
exceed amount of $250,000).
Board Member Parker asked if this is the first time the City has used anything like this for
fraud protection. Ethan Cox responded that the City has used this vendor since 2008 that was
the first of the fraud prevention and identity theft. This is fairly new, in the back up there is a
reference to the Federal Legislation that was the impetus for a lot of utilities and banks to seek
out these types of solutions.
Board Member Parker motioned to approve this item with a second from Board Member
Bynum. Vote 6-0.
Adjournment 12:11 p.m.
EXHIBIT 3
ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR FRAUD PREVENTION, CREDIT RISK ASSESSMENT, AND DEBIT
RECOVERY SERVICES FOR THE CITY OF DENTON CUSTOMER SERVICE DEPARTMENT;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (RFP 5890—AWARDED TO ONLINE INFORMATION SERVICES, INC.,
DBA THE ONLINE UTILITY EXCHANGE, IN THE THREE (3) YEAR NOT-TO-EXCEED
AMOLJNT OF $250,000).
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 L The items in the following numbered request for proposal far 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.
FILE NUMBER CONTRACTOR AMOUNT
5890 ONLINE Information Services, Inc. dba $250,000
ONLINE Utility Exchange
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.
EXHIBIT 3
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 specif'ied 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 5890 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 , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
_ ..— �_
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:
DocuSign Envelope ID: 8DE61 E44-6BBC-4236-A2E3-44363AF454D7
EXHIBIT 4
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AN ONLINE INFORMATION SERVICES, INC.
(RFP 5890)
THIS CONTRACT is made and entered into this date , by
and between ONLINE INFORMATION SERVICES, INC. a corporation, whose address is 685
W. Firetower Rd., Winterville, NC 28590, 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 5890 — Provide Fraud Prevention Credit Risk Assessment & Debit Recovery Solutions, 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) ONLINE UTLITY EXCHANGE Subsriber Service Agreement (Exhibit "E");
(f j 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."
RFP # 5890
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EXHIBIT 4
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DocuSigned by:
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RFP # 5890
2
CONTRACTOR
DocuSigned by:
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AUTHORIZED SIGNATURE
12/21/2015
Date:
Christoph Turner
Name:
Director of Sales and Marketing
Title:
2527572125
PHONE NUMBER
christoph@onlineis.com
EMAIL ADDRESS
CITY OF DENTON, TEXAS
BY:
GEORGE C. CAMPBELL, CITY MANAGER
Date:
DocuSign Envelope ID: 8DE61 E44-6BBC-4236-A2E3-44363AF454D7
EXHIBIT 4
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $250,000. Pricing shall be per Exhibit E attached.
Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
The contract 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 pricin� sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
RFP # 5890
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EXHIBIT 4
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 1 l, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
l. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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EXHIBIT 4
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 rej ect 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
Contractar 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 wark 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 warkers, 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, nar may such warkers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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EXHIBIT 4
C. If the City or the City's representative notifies the Contractor that any warker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such warker from Contract services, and may not employ
such warker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of wark-hours at the
appropriate rates and grouped by wark order number. Time billed for labor shall be limited to
hours actually warked at the wark site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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EXHIBIT 4
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
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless othe�rwise negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all wark
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective wark appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, ar(5) arising
under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereo£ Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by 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.
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EXHIBIT 4
B. Wark 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.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, warkmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
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EXHIBIT 4
A. Recycled deliverables shall be clearly identified as such.
B. The Contractar 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 ar more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and warkmanlike
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 Contractar 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 ar more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
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.
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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 Wark 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 wark 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 Wark Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractar (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 ar(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 Contractar may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further wark
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
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29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the wark
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractar must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notif'ied.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for. (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/ar (2) death, bodily injury, illness, disease, warker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
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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 subj ect the Offer to disqualification from
consideration for award. The Contractar 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 wark 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 Contractar must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing wark 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 warkers' compensation coverage written by the Texas Warkers' Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certif'ied copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision ar 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.
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x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certif'icate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
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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 behal£ 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, Contractar 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 Contractar (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.
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 subj ect matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
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B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as wark made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered warks made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City o� all
worldwide right, title, and interest in and to such deliverables. With respect to such wark made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a wark-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask wark registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask wark registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
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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 ar 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 taY, withholding, social security taYes, vacation or sick leave benefits,
warker'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 ad�ertise 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 waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
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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 relie£ Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
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.
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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
Christtnas Eve (observed)
Christtnas 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 wark 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 ar 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. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
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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, ar manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class ar kind as those that the agency
determines are not mined, produced, ar manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taYes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.�ov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.�ov
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.
6 L 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 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 Warkers' 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 Warkers' 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.
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62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Wark Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free wark environment; and the final rule, government-wide
requirements for drug-free wark 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 Wark 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
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
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Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFPBid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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I �:i i117�[i �7
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
comp/y with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A 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 shou/d any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
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• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comp/y with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
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• 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.
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[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.
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[ ] 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.
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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.
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E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
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;
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4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the cu rrent
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.
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[il����.r'a�:(�,'I_�►�Cr7�
SUBSCRIBER SERVICE AGREEMENT
This Subscriber Service Agreement ("AgreemenY') is entered into by ONLINE Information Services, Inc., hereafter referred to as
"ONLINE", a North Carolina corporation, d/b/a the ONLINE Utility Exchange and City of Denton hereafter referred to as "Subscriber",
901 B Texas Street, Denton a TX corporation as of
ONLINE and Subscriber agree as follows:
1. Services. Through the ONLINE Utility Exchange, ONLINE will furnish services to Subscriber involving the supply of business
and consumer information, consumer reports, credit worthiness scores, fraud detection, information pertaining to unpaid utility
bills and other services that ONLINE may, from time to time, make available to Subscriber ("Services"). Any mention of rights or
obligations to ONLINE within this agreement shall also apply to Experian, Trans Union, Equifax, Core Logic, LexisNexis,
Background Data, and Rapid Courts ("Data Providers").
2. Charges to Subscriber.
A. Subscriber agrees to pay ONLINE for all charges for each Subscriber inquiry, including "no record found", submitted to
ONLINE as outlined in SCHEDULE A"ONLINE Charges to Subscriber."
B. Bureau/Jurisdiction Surcharges and Fees. Subscriber acknowledges that Data Providers may impose additional
surcharges for access to files that are affiliate owned or that reside in certain States or Counties. Additionally certain
jurisdictions charge court fees for accessing public record information. Examples of these charges include Equifax Affiliate
owned files, California Privacy Act Surcharges, and Alaska and Colorado State surcharges, and County Court fees. In the
event that a file/report is accessed which has such a surcharge or fee ONLINE will pass that Surcharge/Fee along to the
Subscriber.
C. Subscriber acknowledges that the pricing in Schedule A is based upon volume representations made by Subscriber during
the negotiation of this agreement. In the event that Subscriber fails to meet these volume expectations, ONLINE reserves
the right to request and adjustment on an annual basis at least 30 days prior to the annual renewal period, to adjust its
charges to accurately reflect the volume used by Subscriber.
D. Subscriber agrees that ONLINE aggregates data from third party sources and from time to time the cost to ONLINE to
provide the services may increase. ONLINE reserves the right to adjust Subscriber's pricing to reflect any such change with
a 30 day notice to Subscriber, prior to the annual renewal period.
E. Subscriber agrees that on each annual contract renewal ONLINE may request a price change with a 30 day advance
written notice, prior to the contract renewal period. Provided a new price is negotiated, the new per inquiry price will be
reflected on the first invoice after the contract renewal.
3. Invoicing/Billing.
� Subscriber agrees that the pricing in Schedule A is based on Subscriber setting up and paying their monthly invoice via an
automated payment method, either credit card or ACH.
B. All billing is processed monthly between the 15t and the 5�h for the previous month's services.
C. ONLINE will process the automated payment and deliver to Subscriber an invoice marked "Paid In Full".
D. All invoices will be delivered via electronic mail to the email addresses designated by Subscriber, at
accou ntspaya ble@cityofdenton. com .
E. A service charge, which complies with Texas Government Code 2251 (Texas Prompt Payment Act) of the unpaid balance
will be charged on all accounts not paid by the 30th day of the month following the invoice date.
F. Services will be immediately terminated when account reaches 60 days past due. Services will not be reinstated until the
full outstanding balance is paid in full and a valid automated payment method is setup with ONLINE.
G. If account remains unpaid for 90 days the account will be referred to collections and/or legal proceedings initiated.
4. Subscriber Use.
A. Subscriber hereby certifies and warrants that it will request and use consumer information received from ONLINE solely in
connection with credit transactions involving the consumer as to whom such information is sought, or for other "permissible
purposes" as defined by the Fair Credit Reporting Act, 15 U.S.C. Section 1681 et seq. (together with any successor or
replacement statutory provisions, "FCRA")
B. Subscriber hereby certifies and warrants that it will request and use the fraud prevention portion of the service in
compliance with a"permitted purpose" under the Gramm Leach Bliley Act, specifically fraud prevention and detection.
C. As many ONLINE services contain information from the Social Security Administration's Death Master File ("DMF"),
Subscriber acknowledges its obligation to restrict Subscriber's use of deceased flags or other indicia within ONLINE's
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services to legitimate fraud prevention or business purposes in compliance with applicable laws, rules and regulations and
consistent with Subscriber's applicable Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) or Gramm-Leach-Bliley Act (15
U.S.C. § 6801 et seq.) use. Subscriber certifies it will not take any adverse action against any consumer without further
investigation to verify the information from the deceased flags or other indicia within ONLINE's services.
D. Subscriber maybe given access to information from state departments of motor vehicles. Subscriber hereby certifies and
warrants that it will request and use the provided information only for an approved permissible purpose under the Drivers
Privacy Protection Act, specifically fraud prevention and/or to affect collection of a debt.
E. If Subscriber obtains Social Security Numbers or Drivers License Numbers (SSNs) through the services, Subscriber
certifies it will not use the SSNs for any purpose other than, fraud prevention and/or to affect collection of a debt.
F. All such information shall be maintained by Subscriber in strict confidence and disclosed only to employees whose duties
reasonably relate to the legitimate business purposes for which the information is requested, and Subscriber will not
disclose, sell or otherwise distribute to third parties any information received hereunder, except as otherwise required by
law; provided, however, that if Subscriber has purchased a consumer report from ONLINE in connection with a consumer's
application for credit, and the consumer makes a timely request of Subscriber, Subscriber may share the contents of that
report with the consumer as long as it does so without charge.
G. Subscriber acknowledges that it has received and reviewed a copy of the "Credit Scoring Services." (See Exhibit "A".)
H. Subscriber shall request consumer reports from ONLINE by electronic means. Each request will contain sufficient
identifying information concerning the consumer about who the consumer report is requested to enable ONLINE to deliver
the consumer report.
I. ONLINE reserves the right to modify the standard inquiry format to be used by Subscriber and Subscriber agrees to abide
by such modifications.
J. Subscriber hereby certifies that it will properly dispose of any customer information obtained from the use of the services to
include the destruction or erasure of electronic media, the burning, pulverizing, or shredding of papers containing the
customer information so that the information cannot practicably be read or reconstructed.
K. Subscriber further agrees that it will be solely responsible to ensure and require that each of its users meets and complies
with applicable federal, state and local laws, rules, and regulations relating to its use of the Services and to the provision to
ONLINE of Subscriber's Records. Relevant laws include but are not limited to:
i. Establishing reasonable procedures to insure that its employees will not request Data Services relating to
themselves, their families, friends, or request consumer information on other persons other than as permitted by the
FCRA, ONLINE, and this Agreement.
ii. Where adverse action is taken against a consumer that is based in whole or in part on the information contained in a
consumer report provided by ONLINE, consistent with the responsibilities under the Fair Credit Reporting Act,
Subscriber shall notify the Consumer to direct consumer inquiries to the CRA that provided the report and contained
on the adverse action notice for such report.
L. Record Retention. The Federal Equal Opportunities Act states that a creditor must preserve all written or recorded
information connected with an application for 60 months. In keeping with the ECOA, the credit reporting agency requires
that you retain the credit application and, if applicable, a purchase agreement for a period of not /ess than 60 months.
When conducting an investigation, particularly following a breach or a consumer complaint that your company
impermissibly accessed their credit report, the credit reporting agency will contact you and will request a copy of the
original application signed by the consumer or, if applicable, a copy of the sa/es contract. "Under Section 621 (a) (2) (A) of
the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than
$2,500 per violation."
ONLINE Use.
A. The ONLINE Utility Exchange acknowledges its qualification as a specialty consumer reporting agency according
to the Fair Credit Reporting Act: § 603 Definitions; rules of construction [15 U.S.C. § 1681a]: "(f) The term
"consumer reporting agency" means any person which, for monetary fees, dues, or on a cooperative nonprofit
basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit
information or other information on consumers for the purpose of furnishing consumer reports to third parties,
and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing
consumer reports."
B. As a consumer reporting agency, ONLINE may only use Subscriber's records for purposes consistent with applicable
federal, state, and local laws, rules, and regulations' in the identification of credit risk and/or to recover unpaid accounts.
C. ONLINE shall not sell or furnish to any third party a list of consumers' names and addresses identified as a current or
previous customer of Subscriber, nor will ONLINE extract directly from or otherwise identify on any third party's list a list of
Subscriber's customers identified as a customer list of Subscriber. In no event shall ONLINE distribute a list of
Subscriber's current or previous customers outside of the uses defined in this agreement.
D. ONLINE shall use commercially reasonable efforts to promptly and accurately process and incorporate into its database
any record updates or consumer dispute verifications furnished to it by Subscriber, in accordance with the requirements of
the FCRA or other applicable state or federal law. In the event that ONLINE deems any record updates or verification
response of Subscriber to be incomplete, internally inconsistent, or otherwise inaccurate, ONLINE, in its sole discretion,
may revise the item of information to conform with information supplied by the consumer, reject the record update or
verification response and delete the information from its database, or make any other revisions that it deems necessary or
appropriate.
6. FCRA Requirements
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A. Although the FCRA primarily regulates the operations of consumer reporting agencies, it also affects Subscriber as a user
of information. ONLINE has included a copy of the FCRA with Subscriber's membership kit and it is posted at
http://www.ftc.gov/us/statutes/fcradoc.pdf. ONLINE suggests that Subscriber and Subscriber's employees become
familiar with the following sections in particular:
� 604. Permissible Purposes of Reports
� 607. Compliance Procedures
� 615. Requirement on users of consumer reports
� 616. Civil liability for willful noncompliance
� 617. Civil liability for negligent noncompliance
� 619. Obtaining information under false pretenses
� 621. Administrative Enforcement
� 623. Responsibilities of Furnishers of Information to Consumer Reporting Agencies
� 628. Disposal of Records
B. Each of these sections is of direct consequence to users who obtain reports on consumers. See Exhibit "B" for "Notice to
Users of Consumer Reports: Obligations of Users Under the FCRA".
C. As directed by law, consumer reports may be issued only if they are to be used for extending credit, review or collection of
an account, employment purposes, underwriting insurance or in connection with some other legitimate business
transaction such as in investment, partnership, etc. ONLINE strongly endorses the letter and spirit of the Federal Fair
Credit Reporting Act. ONLINE believes that this law and similar state laws recognize and preserve the delicate balance
between the rights of the consumer and the legitimate needs of commerce.
D. In addition to the Federal Fair Credit Reporting Act, other federal and state laws addressing such topics as computer
crime and unauthorized access to protected databases have also been enacted. As a prospective user of consumer
reports, ONLINE expects that Subscriber will comply with all relevant federal statutes and the statutes and regulations of
the states in which Subscriber operates. The FCRA provides that any person who knowingly and willfully obtains
information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18 of the
United States Code, or imprisoned not more than two years, or both.
7. Conditions. Subscriber recognizes that ONLINE's Services require open sharing of information between Subscribers.
A. Subscriber agrees they are a Data Furnisher as defined by the Fair Credit Reporting Act and will comply with the
"Obligations of Furnishers" as attached in Exhibit "D".
B. Subscriber agrees to notify ONLINE within 30 days of receipt of payment on any account which is part of ONLINE's Utility
Exchange Data.
C. Subscriber shall respond to any consumer disputes initiated by consumer within five (5) working days from receipt of
dispute. Subscriber shall re-verify disputed information through either voice communication, electronic mail, or through
other means as mutually agreed in writing. Subscriber certifies that all information supplied by it on any automated or
manual basis in response to a consumer dispute verification request sent to it by ONLINE shall be complete and accurate.
If in response to a consumer dispute verification request received from ONLINE, Subscriber desires to change any
information relating to an account it has previously reported, Subscriber shall update the account information on both the
verification response and in its own internal records to conform to such change. Subsequent customer record updates
provided by Subscriber shall reflect such change.
D. In the event that Subscriber fails to contribute Utility Exchange Data to the ONLINE Utility Exchange within 180 days of
the effective date of this agreement, ONLINE shall consider the Subscriber to be a Non-Data Contributing Subscriber and
shall impose a Non Data Contributor Surcharge of an additional $.25 per inquiry.
8. Term and Termination.
A. This Agreement is for a period of 12 months from the effective date and may be renewed annually for an additional two (2)
one-year terms for a maximum potential contract period of three (3) years unless terminated by either party in writing at
least 30 days prior to the then current expiration date.
B. Notwithstanding the foregoing, if Subscriber is delinquent in the payment of charges, violates the FCRA or other
applicable law or violates a material term of this Agreement, ONLINE may, at its election, discontinue providing the
Services to Subscriber and terminate this Agreement immediately by written notice to the Subscriber.
C. Notwithstanding anything to the contrary in this Agreement, if the continued provision of the Services or any affected
component thereof becomes impossible, impractical, or undesirable due to a change in applicable federal, state, or local
laws or regulations, as determined by Either Party in its reasonable judgment, or due to circumstances imposed by
ONLINE's third party vendors or Data Providers, Either Party may either (a) cease to provide the Services or any affected
component thereof within, or pertaining to persons residing within, the affected jurisdiction, or (b) establish new prices
which apply to ONLINE's Services or any affected component thereof when provided or delivered within, or pertaining to
persons residing within, the affected jurisdiction, which prices will be reasonably calculated to cover the costs incurred by
ONLINE in complying with the applicable laws or regulations or circumstances imposed by third party Data Providers and
will become effective on the date specified in such notice unless Subscriber objects in writing, in which case ONLINE may
exercise its rights under clause (a) above. ONLINE will attempt to provide written notice of its actions as far in advance of
the effective date as reasonably possible under the circumstances.
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9. Warranties.
A. ONLINE Utility Exchange. Subject to Section 18 "Excusable Delays" hereof, ONLINE warrants to Subscriber that
ONLINE will use commercially reasonable efforts to deliver the Services promptly. Subscriber acknowledges that the
Services involve information provided to ONLINE by fallible human sources and that for the fee charged for the Services,
ONLINE cannot and will not be an insurer or guarantor of the accuracy or reliability of the Services, data contained in its
database, or data provided with the Services
B. Credit Scoring. ONLINE's Credit Scoring Vendors warrant that these Credit Scoring Models are empirically derived and
demonstrably and statistically sound and that to the extent the population to which the Credit Scoring Model is applied is
similar to the population sample on which the Credit Scoring Model was developed, the Credit Scoring Model score may
be relied upon by Subscriber to rank consumers in the order of the risk of unsatisfactory payment such consumers might
present to Subscriber. ONLINE's Credit Scoring Vendors further warrant that so long as they provide the Credit Scoring
Model, they will comply with regulations promulgated from time to time pursuant to the Equal Credit Opportunity Act, 15
USC Section 1691 et seq. THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES ONLINE'S CREDIT
SCORING VENDORS HAVE GIVEN SUBSCRIBER WITH RESPECT TO THEIR CREDIT SCORING MODEL AND
SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ONLINE'S CREDIT
SCORING VENDORS MIGHT HAVE GIVEN SUBSCRIBER WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Subscriber's rights under the
foregoing Warranty are expressly conditioned upon Subscriber's periodic revalidation of the Credit Scoring Model in
compliance with the requirements of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.).
ONLINE shall not be deemed to have made (nor shall ONLINE be liable or responsible for in any respect for the
application or enforcement of) any warranty set forth in this Section 9.B.
C. Criminal Reports. With respect to criminal reports available from ONLINE, neither ONLINE nor any division thereof nor
any of its employees or officers or directors, makes any warranty, expressed or implied, including warranties of
merchantability and fitness for a particular purpose or assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, product, or process disclosed, or represents that its use would not
infringe on privately owned rights. Subscriber hereby acknowledges that ONLINE does not create or maintain these
records or information, and that ONLINE relies on third party sources including, but not limited to, data providers, state
departments, state repositories, correctional institutions, the courts and other information sources. Subscriber
understands ONLINE is not responsible for the content or accuracy of such records or information and ONLINE suggests
that these searches should only be used as a preliminary inquiry. The records obtained from these searches must be
used in complete compliance with the Fair Credit Reporting Act, Fair Housing Laws, and any other state or federal laws
governing the use of public records. Subscriber acknowledges that data entry errors or incomplete records may result in
the return of incorrect results. ONLINE cannot offer legal advice on how to use the information contained in these reports
and is not responsible for any action taken by Subscriber based on this information.
10. Limitation of Liability. Subscriber acknowledges that ONLINE maintains a database, updated on a periodic basis, from which
Subscriber solicits information, and that ONLINE does not undertake a separate investigation for each inquiry or request for
Services made by Subscriber. Subscriber also acknowledges that ONLINE provides Subscriber access to national consumer
reporting agencies and various products and services available to Subscriber from these repositories through ONLINE. With
regard to limitation of liability, any mention of ONLINE shall also apply to Experian, Trans Union, Equifax, LexisNexis, Core
Logic, Rapid Courts, and Background Data (Data Providers). Subscriber therefore agrees that it is responsible for determining
that the Services are in accordance with ONLINE's obligations under this Agreement. If Subscriber reasonably determines that
the Services do not meet ONLINE's obligations under this Agreement, Subscriber shall so notify ONLINE in writing within ten
(10) days after receipt of the Services in question. Subscriber's failure to so notify ONLINE shall mean that Subscriber accepts
the Services as is, and ONLINE shall have no liability whatsoever for the Services. Unless ONLINE disputes Subscriber's claim,
ONLINE shall, at its option, either re-perForm the Services in question or issue Subscriber a credit for the amount Subscriber paid
for the nonconforming Services. This re-performance or credit constitutes Subscriber's sole remedy and ONLINE's maximum
liability for any breach of this Agreement by ONLINE. If, notwithstanding the above, liability is imposed on ONLINE, then
Subscriber agrees that ONLINE's total liability for any or all of Subscriber's losses or injuries from ONLINE's acts or omissions
under this Agreement, regardless of the nature of the legal or equitable right claimed to have been violated, shall not exceed the
amount paid by Subscriber to ONLINE under this Agreement during the twelve month period preceding the alleged breach by
ONLINE of this Agreement. Subscriber covenants that it will not sue ONLINE for any amount greater than permitted by this
Agreement
11. Hold Harmless. Subscriber agrees that some of the information it will have access to maybe provided by third parties to include
Equifax, Experian, Trans Union, LexisNexis, Core Logic, Rapid Courts, and Background Data (Data Providers).
12. Access Security. Subscriber acknowledges that it has received and reviewed a copy of the "Access Security Requirements."
(See Attachment E.)
A. Subscriber will notify ONLINE immediately as any approved User leaves or is terminated so that the User can
be deactivated from the ONLINE system.
13. Intellectual Property. Subscriber acknowledges that ONLINE has expended substantial time, effort and funds to create and
deliver the Services and compile its consumer reporting database. The Services and the data in ONLINE's Consumer Reporting
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databases are and will continue to be ONLINE's exclusive property. Nothing contained in this Agreement shall be deemed to
convey to Subscriber or to any other party any right, title or interest, including any patent, copyright or other proprietary right, in
or to the Services or data in ONLINE's Consumer Reporting database. Subscriber will not use or permit its employees, agents
and subcontractors to use, the trademarks, service marks, logos, names, or any other of ONLINE's or its affiliates' proprietary
designations, whether registered or unregistered, without ONLINE's prior written consent. Under no circumstances will
Subscriber attempt in any manner, directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria
developed or used by ONLINE, iYs Data Providers, or its credit scoring vendors.
14. Waiver. Either party may at any time waive compliance by the other with any covenant or condition contained in this Agreement,
but only by written instrument signed by the party waiving such compliance. No such waiver, however, shall be deemed to
constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or
condition.
15. Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assignees. This Agreement may not be assigned, transferred,
shared or divided in whole or in part by neither party without prior written consent; such consent shall not be unreasonably
withheld.
16. Audit Rights. Subscriber understands that ONLINE and each of ONLINE's Data Providers require the right to audit usage by
Subscriber for compliance with the requirements of the Federal Fair Credit Reporting Act. Subscriber herein agrees to cooperate
fully with any compliance audit by ONLINE or ONLINE's Data Providers and to provide ONLINE any required documentation or
other information necessary for such an audit in a timely and reasonable manner.
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract.
The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five
years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until
all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within
ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and
other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City
similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton.
The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of
1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must
be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the
City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other
evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
17. Excusable Delays. Neither party shall be liable for any delay or failure in its perFormance under this Agreement (other than for
payment obligations hereunder) if and to the extent that such delay or failure is caused by events beyond the reasonable control
of the party including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, computer
downtime, software defects, material or component shortages, supplier failures, embargoes, rationing, acts of local, state or
national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots and
strikes.
18. Dispute Resolution. With the exception of any action taken under paragraphs 1 and 4 or any alleged violation of paragraph 9,
10 and 16 of this Agreement, the parties will resolve any dispute arising out of or relating to this Agreement in a��
mediation conducted in Denton County (Texas)). Disputes arising out of or resulting from actions taken under paragraphs 1, 4 or
9, 10 and 16 may be resolved informally by the parties through the courts.
19. Continuance of Business. In the event that Subscriber's business is sold or relocates to a different location, it is the
Subscriber's obligation to notify ONLINE, in writing, of these changes, within 10 business days of the effective date of the
transaction or the relocation.
20. Notifications. Subscriber and ONLINE agree that any notifications to the other as it pertains to this Agreement shall be sent to
the following contacts.
ONLINE Information Services, Inc.
J.W. Blair, President
P.O. Box 1489
Winterville, NC 28590
Fax: (800) 838-9830
34
City of Denton
Subscriber Company Name
George Campbell, City Manager
Subscriber Contact Name, Title
215 East McKinney Street
Subscriber Mailing Address
Denton, Texas 76205
Subscriber City, State, Zip
Fax: 940-349-7302
Phone: 940-349-7100
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21. Severability. This Agreement shall be deemed to be severable and, if any provision is determined to be void or unenforceable,
then that provision will be deemed severed and the remainder of the Agreement will remain in effect.
22. Contract in Entirety; Law. This Agreement sets forth the entire understanding and agreement between ONLINE and
Subscriber concerning the Services, and supersedes any prior or contemporaneous oral or written agreements or
representations. It may be modified only by a written amendment executed by both parties. This Agreement shall be interpreted
in accordance with the laws of the State of Texas.
Effective Date. This Agreement is effective beginning
[Signature Page to Follow.]
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IN WITNESS WHEREOF, the parties' authorized representatives have executed this Agreement on the date indicated below.
Subscriber hereby certifies to have read and understand the "FCRA Requirements" notice and "Access Security
Requirements" and will take all reasonable measures to enforce them within Subscribers facility. Subscriber certifies that a
permissible purpose exists to use all Services accessed from ONLINE in accordance with the Fair Credit Reporting Act and the
applicable service agreement. Subscriber also certifies that information obtained from ONLINE will be used for the purpose(s) listed
below and no other. Subscriber will not resell the report to any third party.
PERMISSIBLE PURPOSE/APPROPRIATE USE: Describe the specific purpose(s) (a clear definition)
Services and consumer data will be used. (An answer like "Checking CrediY' is not a permissible purpose.):
Subscriber: Citv of Denton
Signature:
Print Name: George Campbell
Title: City Manager
Email: purchasinq(a�citvofdenton.com
Date:
Federal Tax ID: 75-60000514
Address of Principal Business Office:
215 East McKinnev Street
Denton, Texas 76205
Mailing Address (If Different):
N/A
ONLINE Information Services, Inc.
dba/ ONLINE Utility Exchange
By:
Michael Gibson
Date:
Address:
Telephone:
Fax:
K%
PO Box 1489
Winterville, NC 28590
www.ONLINEUtilitvExchanqe.com
(866)630-6400
(800)838-9830
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SCHEDULE A
ONLINE Charges to Subscriber
Please denote beside each product what level user should have access. Please note that if
Administrator (Admin) level is assigned, Supervisors (Super) and Users (User) will not have access to
those products. And likewise if a Supervisor level is assigned Users will not have access to those
products. If you desire for all individuals at your organization to have access to a product please set the
Access Level for that product to User.
ONLINE Utility Exchanqe Pricinq:
ONLINE Utility Exchange Report:
Monthly Access Fee
Adverse Action/Score Disclosure Letter Service
Business Report Pricinq:
Business Intelliscore Report
Business Profile Report
Business Profile w/ Intelliscore Report
Additional Report Pricinq:
Full Credit File with Score
ONLINE People Search
Collection Report
Social Search
OFFICE USE:
Cr Source:
Ev Source:
CF
CR EV
37
User/Super/Admin
Access Level
$ 2.70 Per Report User
55.00 Per Month
1.50 Per Letter Sent
$ 16.50 Per Report
$ 32.00 Per Report
36.00 Per Report
4.00 Per Report
$ 0.25 Per Search
4.00 Per Report
1.35 Per Search
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Exhibit "A"
Credit Scoring Services
Subscriber is a credit grantor that purchases Consumer Reports from ONLINE pursuant to the Agreement in connection with
credit transactions involving the consumer subjects of such Consumer Reports. As an enhancement to the basic Consumer
Report, ONLINE has offered Subscriber the opportunity to purchase one or more credit risk scores provided by Trans Union,
Equifax, or Experian; including, but not limited to, Fair Isaac & Co. (FICO) and Vantage score models. Use of these scoring
models may require additional addendums and be subject to additional terms of use.
Subscriber recognizes that all credit risk scores offered hereunder are statistical scores and may not be predictive as to any
particular individual. No such score is intended to characterize any individual as to credit capability. Subscriber recognizes that
factors other than credit risk scores should be considered in making a credit decision, including the Credit Report, the individual
credit application, economic factors, and various other pertinent information. A statement of the factors that significantly
contributed to the credit risk score may accompany the score. If so, such information may be disclosed to the consumer as the
reason for taking adverse action, as required by Regulation B. However, the credit risk score itself is proprietary and may not
be used as the reason for adverse action under Regulation B. In addition, under the Fair Credit Reporting Act, credit risk
scores are not considered part of the consumer's file. Accordingly, Subscriber agrees only to disclose the actual credit risk
score to the consumer when accompanied by the corresponding reason codes or otherwise required by law.
SUBSCRIBER HAS MADE ITS OWN ANALYSIS OF THE CREDIT RISK SCORE OR SCORES SELECTED BY
SUBSCRIBER, INCLUDING THE RELIABILITY OF USING SUCH SCORES IN CONNECTION WITH SUBSCRIBER'S
CREDIT DECISION. MUTUAL PARTIES AND ITS AGENTS SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGES,
OR EXPENSE INCURRED BY SUBSCRIBER RESULTING FROM SUBSCRIBER'S USE OF CREDIT RISK SCORES, OR
THE INACCURACY THEREOF. IN NO EVENT SHALL MUTUAL PARTIES NOR ITS AGENTS BE LIABLE TO SUBSCRIBER
FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR A CLAIM BY SUBSCRIBER
RESULTING FROM SUBSCRIBER'S USE OF ANY CREDIT RISK SCORE. THE TOTAL AGGREGATE LIABILITY OF
MUTUAL PARTIES AND ITS AGENTS FOR A CLAIM BY SUBSCRIBER RELATED TO SUBSCRIBER'S USE OF ANY
CREDIT RISK SCORE SHALL NOT EXCEED THE SURCHARGE PAID BY SUBSCRIBER FOR THE CREDIT RISK SCORE
TO WHICH SUCH CLAIM RELATES.
Subscriber certifies that in using the FICO/VANTAGE Credit Scoring Models that:
A. Subscriber will only use the permissible purpose as outlined within ONLINE's Subscriber Service Agreement
(hereinafter referred to as "AgreemenY') and the Application for Service in accordance with the FCRA to obtain the
information derived from the Fair Isaac and Company Scoring Model (hereinafter referred to as "FICO") or the
Vantage Scoring Model.
B. Subscriber will limit Subscriber's use of the scores and reason codes solely to use in Subscriber's own business with
no right to transfer or otherwise sell, license, sublicense or distribute said scores or reason codes to third parties.
C. Subscriber will maintain internal procedures to minimize the risk of unauthorized disclosure and agree that such
scores and reason codes will be held in strict confidence and disclosed only to those employees with a"need to know"
and to no other person.
D. Notwithstanding any contrary provision of the Agreement, Subscriber may disclose the scores provided to Subscriber
under the Agreement to the consumer, when accompanied by the corresponding reason codes, in the context of bona
fide lending transactions and decisions only as required by law.
E. Subscriber will comply with all applicable laws and regulations in using the scores and reason codes purchased from
ONLINE.
F. Subscriber or any of its employees, agents or subcontractors will not use any trademarks, service marks, logos,
names, or any other proprietary designations, whether registered or unregistered, of the Data Providers or Fair, Isaac
and Company, or their affiliates without such entity's prior written consent.
G. Subscriber will not in any manner, directly or indirectly attempt to discover or reverse engineer any confidential and
proprietary criteria developed or used by the Data Providers/Fair, Isaac in perForming the FICO/Vantage Scoring
Model.
H. Subscriber understands that Data Providers/FICO warrants that the FICO/Vantage Scoring Model are empirically
derived and demonstrably and statistically sound and that to the extent the populations to which the FICO/Vantage
Scoring Models are applied is similar to the population sample on which the FICO/Vantage Scoring Models were
developed, the FICO/Vantage score may be relied upon by Subscriber to rank consumers in the order of the risk of
unsatisfactory payment such consumers might present to Subscribers. FICO/Vantage further warrant that so long as
FICO/Vantage provide the FICO/Vantage Model it will comply with regulations promulgated from time to time pursuant
to the Equal Credit Opportunity Act, 15 USC Section 1691 et seq. THE FOREGOING WARRANTIES ARE THE ONLY
WARRANTIES DATA PROVIDERS, FICO, OR VANTAGE HAVE GIVEN SUBSCRIBER WITH RESPECT TO
FICO/VANTAGE SCORING MODELS AND SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, DATA PROVIDERS, FICO, OR VANTAGE MIGHT HAVE GIVEN SUBSCRIBER WITH
RESPECTTHERETO, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTIBILITYAND FITNESS FORA
PARTICULAR PURPOSE. Subscriber's rights under the foregoing Warranty are expressly conditioned upon each
respective Subscriber's periodic revalidation of the FICO/Vantage Scoring Model in compliance with the requirement
of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.).
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EXHIBIT 4 EXHIBIT E
Subscriber agrees that the aggregate liability of the Data Providers/FICO to the Subscriber is equal to the lesser of the
Fees paid by ONLINE to the Data Providers/FICO for the FICO/Vantage Scoring Models resold to the pertinent
Subscriber during the twelve (12) month period immediately preceding the Subscriber's claim, or the fees paid by the
pertinent Subscriber to ONLINE under the Agreement during said twelve (12) month period and excluding any liability
of the Data Providers/FICO for incidental, indirect, special or consequential damages of any kind.
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Exhibit "B"
All users of consumer reports must comply with all applicable regulations. Information about
applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's
website, www.consumerfinance.qov/learnmore.
NOTICE TO USERS OF CONSUMER REPORTS:
OBLIGATIONS OF USERS UNDER THE FCRA
The Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681 y, requires that this notice be provided to inform users of consumer
reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the
Consumer Financial Protection Bureau's (CFPB) website at www.consumerfinance.qov/learnmore.
At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also
available at the CFPB's website. Users must consult the relevant provisions of the FCRA for details about their
obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all
users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of
information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information
to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA
describing your duties as a furnisher.
I. OBLIGATIONS OF ALL USERS OF CONSUMER REPORTS
A. Users Must Have a Permissible Purpose
Congress has limited the use of consumer reports to protect consumers' privacy. All users must have a permissible purpose
under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These
are:
• As ordered by a court or a federal grand jury subpoena. Section 604(a)(1)
• As instructed by the consumer in writing. Section 604(a)(2)
• For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer's
account. Section 604(a)(3)(A)
• For employment purposes, including hiring and promotion decisions, where the consumer has given written
permission. Sections 604(a)(3)(B) and 604(b)
• For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C)
• When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer.
Section 604(a)(3)(F)(i)
• To review a consumer's account to determine whether the consumer continues to meet the terms of the account.
Section 604(a)(3)(F)(ii)
• To determine a consumer's eligibility for a license or other benefit granted by a governmental instrumentality required
by law to consider an applicanYs financial responsibility or status. Section 604(a)(3)(D)
• For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment
risks associated with an existing credit obligation. Section 604(a)(3)(E)
• For use by state and local officials in connection with the determination of child support payments, or modifications
and enforcement thereof. Sections 604(a)(4) and 604(a)(5)
In addition, creditors and insurers may obtain certain consumer report information for the purpose of making "prescreened"
unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of "prescreened" information are
described in Section VII below.
B. Users Must Provide Certifications
Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the
person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report
will not be used for any other purpose.
C. Users Must Notify Consumers When Adverse Actions Are Taken
The term "adverse action" is defined very broadly by Section 603. "Adverse actions" include all business, credit, and
employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of
the FCRA — such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action
occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer.
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1. Adverse Actions Based on Information Obtained From a CRA
If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in
a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally,
or by electronic means. It must include the following:
• The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a
nationwide CRA) that provided the report.
• A statement that the CRA did not make the adverse decision and is not able to explain why the decision was
made.
• A statement setting forth the consumer's right to obtain a free disclosure of the consumer's file from the CRA if
the consumer makes a request within 60 days.
• A statement setting forth the consumer's right to dispute directly with the CRA the accuracy or completeness of
any information provided by the CRA.
2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Consumer
Reporting Agencies
If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or
partly upon information from a person other than a CRA, and the information is the type of consumer information covered
by the FCRA, Section 615(b) (1) requires that the user clearly and accurately disclose to the consumer his or her right to
be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of
notification. The user must provide the disclosure within a reasonable period of time following the consumer's written
request.
3. Adverse Actions Based on Information Obtained From Affiliates
If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer,
based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the
user of the information by common ownership or control, Section 615(b) (2) requires the user to notify the consumer of the
adverse action. The notice must inform the consumer that he or she may obtain a disclosure of the nature of the
information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer
makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the
request. If consumer report information is shared among affiliates and then used for an adverse action, the user must
make an adverse action disclosure as set forth in I.C.1 above.
D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files
When a consumer has placed a fraud alert, including one relating to identify theft, or an active duty military alert with a
nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A (h) imposes limitations on
users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new
credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have
reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the
consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the
consumer in accordance with the contact information provided in the consumer's alert.
E. Users Have Obligations When Notified of an Address Discrepancy
Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address
for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer's
file. When this occurs, users must comply with regulations specifying the procedures to be followed.
Federal regulations are available at www.consumerfinance.qov/learnmore.
F. Users Have Obligations When Disposing of Records
Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records
containing this information. Federal regulations are available at www.consumerfinance.qov/learnmore.
II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURES
If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a
consumer on material terms that are materially less favorable than the most favorable terms available to a substantial
proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide
a risk-based pricing notice to the consumer in accordance with regulations prescribed by the CFPB. Section 609(g) requires a
disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit
scores. These persons must provide credit scores and other information about credit scores to applicants, including the
disclosure set forth in Section 609(g) (1) (D) ("Notice to the Home Loan ApplicanY').
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III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT
PURPOSES
A. Employment Other Than in the Trucking Industry
If the information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section
604(b) of the FCRA. The user must:
• Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that
consists solely of the disclosure, that a consumer report may be obtained.
• Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment
may be obtained at the time of employment.
• Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in
violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based
on the consumer report, a copy of the report and a summary of the consumer's rights will be provided to the
consumer.
• Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary
of consumer's rights (The user should receive this summary from the CRA.) A Section 615(a) adverse action notice
should be sent after the adverse action is taken.
An adverse action notice also is required in employment situations if credit information (other than transactions and
experience data) obtained from an affiliate is used to deny employment. Section 615(b) (2). The procedures for investigative
consumer reports and employee misconduct investigations are set forth below.
B. Employment in the Trucking Industry
Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail,
telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may
be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking
company by contacting the company.
IV. OBLIGATIONS WHEN INVESTIGATIVE CONSUMER REPORTS ARE USED
Investigative consumer reports are a special type of consumer report in which information about a consumer's character,
general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person
that is a consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA.
If a user intends to obtain an investigative consumer report, Section 606 requires the following:
• The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in
a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three
days after the date on which the report was first requested. The disclosure must include a statement informing the
consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described
below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights
will be provided by the CRA that conducts the investigation.)
• The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the
disclosure described below.
• Upon the written request of a consumer made within a reasonable period of time after the disclosures required above,
the user must make a complete disclosure of the nature and scope of the investigation.
• This must be made in a written statement that is mailed or otherwise delivered, to the consumer no later than five days
after the date on which the request was received from the consumer or the report was first requested, whichever is
later in time.
V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONS
Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with
Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of
the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the
procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee
if an adverse action is taken based on the investigation.
VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATION
Section 604(g) limits the use of inedical information obtained from consumer reporting agencies (other than payment
information that appears in a coded form that does not identify the medical provider). If the information is to be used for an
insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report
is to be used for employment purposes — or in connection with a credit transaction (except as provided in regulations) the
consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical
information shall not disclose the information to any other person (except where necessary to carry out the purpose for which
the information was disclosed, or a permitted by statute, regulation, or order).
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VII. OBLIGATIONS OF USERS OF "PRESCREENED" LISTS
The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited
offers of credit or insurance under certain circumstances. Sections 603(1), 604(c), 604(e), and 615(d).
This practice is known as "prescreening" and typically involves obtaining from a CRA a list of consumers who meet certain pre-
established criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the
criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a
three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with
each written solicitation a clear and conspicuous statement that:
• Information contained in a consumer's CRA file was used in connection with the transaction.
• The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to
screen for the offer.
• Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not
meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the
consumer does not furnish required collateral.
• The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of
credit or insurance by contacting the notification system established by the CRA that provided the report. The
statement must include the address and toll-free telephone number of the appropriate notification system.
• In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d),
with which users must comply. The relevant regulation is 12 CFR 1022.54.
VIII. OBLIGATIONS OF RESELLERS
A. Disclosure and Certification Requirements
Section 607(e) requires any person who obtains a consumer report for resale to take the following steps:
• Disclose the identity of the end-user to the source CRA.
• Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user.
• Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including
procedures to obtain:
(1.) the identify of all end-users;
(2.) certifications from all users of each purpose for which reports will be used; and
(3.) certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller.
Resellers must make reasonable efforts to verify this information before selling the report.
B. Reinvestigations by Resellers
Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller,
the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the
information. If not, the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the
reseller of the results of an investigation, the reseller must immediately convey the information to the consumer.
C. Fraud Alerts and Resellers
Section 605A (f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to
include these in their reports.
IX. LIABILITY FOR VIOLATIONS OF THE FCRA
Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private
lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false
pretenses may face criminal prosecution. Section 619.
The CFPB's website, www.consumerfinance.gov/learnmore, has more information about the FCRA, including
publications for businesses and the full text of the FCRA.
Citations for FCRA sections in the U.S
Section 602
Section 603
15 U.S.C. 1681
15 U.S.C. 1681a
Section 604 15 U.S.C. 1681b
Section 605 15 U.S.C. 1681c
Section 605A 15 U.S.C. 1681c-A
Section 605B 15 U.S.C. 1681c-B
Section 606 15 U.S.C. 1681d
Section 607 15 U.S.C. 1681e
Section 608 15 U.S.C. 1681f
Code, 15 U.S.C. § 1681 et seq.:
Section 609 15 U.S.C. 1681g
Section 610 15 U.S.C. 1681h
Section 611 15 U.S.C. 1681i
Section 612 15 U.S.C. 1681j
Section 613 15 U.S.C. 1681k
Section 614 15 U.S.C. 16811
Section 615 15 U.S.C. 1681m
Section 616 15 U.S.C. 1681n
Section 617 15 U.S.C. 16810
Section 618 15 U.S.C. 1681p
Section 619 15 U.S.C. 1681q
43
Section 620 15 U.S.C.
Section 621 15 U.S.C.
Section 622 15 U.S.C.
Section 623 15 U.S.C.
Section 624 15 U.S.C.
Section 625 15 U.S.C.
Section 626 15 U.S.C.
Section 627 15 U.S.C.
Section 628 15 U.S.C.
Section 629 15 U.S.C.
1681r
1681s
1681 s-1
1681 s-2
1681t
1681u
1681v
1681 w
1681x
1681y
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Exhibit "C"
Requirements for California and Vermont Users
Not Applicable
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Exhibit "D"
All furnishers of information to consumer reporting agencies must comply with all applicable regulations. Information
about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website,
www.consumerfi nance.qov/learnmore.
NOTICE TO FURNISHERS OF INFORMATION:
OBLIGATIONS OF FURNISHERS UNDER THE FCRA
The federal Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681-1681 y, imposes responsibilities on all persons who furnish
information to consumer reporting agencies (CRAs). These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. §
1681 s-2. State law may impose additional requirements on furnishers. All furnishers of information to CRAs should become
familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of
the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB):
www.consumerfinance.gov/learnmore. A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this
document. Section 623 imposes the following duties upon furnishers:
Accuracy Guidelines
The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information
provided to CRAs by furnishers. Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore.
Section 623(e).
General Prohibition on Reporting Inaccurate Information
The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to
believe is inaccurate. However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an
address to which consumers may write to notify the furnisher that certain information is inaccurate. Sections 623(a) (1) (A) and
(a) (1) (C).
Duty to Correct and Update Information
If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs
determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and
accurate information to the CRA. In addition, the furnisher must notify all CRAs that received the information of any corrections,
and must thereafter report only the complete and accurate information. Section 623(a) (2).
Duties After Notice of Dispute from Consumer
If a consumer notifies a furnisher, at an address specified by the furnisher for such notices, that specific information is
inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs.
Section 623(a) (1) (B).
If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the
furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Section
623(a) (3).
Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made
directly to the furnisher by a consumer. Under these regulations, furnishers must complete an investigation within 30 days (or
45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes
from a"credit repair organization." Section 623(a) (8). Federal regulations are available at
www.consumerfinance.gov/learnmore. Section 623(a) (8).
Duties After Notice of Dispute from Consumer Reporting Agency
If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher,
the furnisher has a duty to follow certain procedures. The furnisher must:
❑ Conduct an investigation and review all relevant information provided by the CRA, including information given to the
CRA by the consumer. Sections 623(b) (1) (A) and (b) (1) (B).
❑ Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in
fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that
compile and maintain files on a nationwide basis. Sections 623(b) (1) (C) and (b) (1) (D).
❑ Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer
later provides relevant additional information to the CRA). Section 623(b) (2).
❑ Promptly modify or delete the information, or block its reporting. Section 623(b) (1) (E).
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Duty to Report Voluntary Closing of Credit Accounts
If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished
information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the
account was closed. Section 623(a) (4).
Duty to Report Dates of Delinquencies
If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to
any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the
year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to
keep the information in the consumer's file. Section 623(a) (5).
Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports
information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the
same delinquency date previously reported by the creditor. If the creditor did not report this date, they may comply with the
FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be
reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account
was placed for collection, charged to profit or loss, or subjected to any similar action. Section 623(a) (5).
Duties of Financial Institutions When Reporting Negative Information
Financial institutions that furnish information to "nationwide" consumer reporting agencies, as defined in Section 603(p), must
notify consumers in writing if they may furnish or have furnished negative information to a CRA. Section 623(a) (7). The CFPB
has prescribed model disclosures, 12 CFR Part 1022, App. B.
Duties When Furnishing Medical Information
A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or
assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this
fact. Section 623(a) (9). This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical
information.
Duties when ID Theft Occurs
All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the
result of identity theft, and to prevent refurnishing the information in the future. A furnisher may not furnish information that a
consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer
that the information is correct. Section 623(a) (6). If a furnisher learns that it has furnished inaccurate information due to identity
theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information.
Section 623(a) (2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a
debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited
circumstances. Section 615(f).
The CFPB's website, www.consumerfinance.qov/learnmore, has more information about the FCRA, including
publications for businesses and the full text of the FCRA.
Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.:
Section 602 15 U.S.C. 1681 Section 615 15 U.S.C. 1681m
Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681n
Section 604 15 U.S.C. 1681b Section 617 15 U.S.C. 16810
Section 605 15 U.S.C. 1681c Section 618 15 U.S.C. 1681p
Section 605A 15 U.S.C. 1681c-A Section 619 15 U.S.C. 1681q
Section 605B 15 U.S.C. 1681c-B Section 620 15 U.S.C. 1681r
Section 606 15 U.S.C. 1681d Section 621 15 U.S.C. 1681s
Section 607 15 U.S.C. 1681e Section 622 15 U.S.C. 1681s-1
Section 608 15 U.S.C. 1681f Section 623 15 U.S.C. 1681s-2
Section 609 15 U.S.C. 1681g Section 624 15 U.S.C. 1681t
Section 610 15 U.S.C. 1681h Section 625 15 U.S.C. 1681u
Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v
Section 612 15 U.S.C. 1681j Section 627 15 U.S.C. 1681w
Section 613 15 U.S.C. 1681k Section 628 15 U.S.C. 1681x
Section 614 15 U.S.C. 16811 Section 629 15 U.S.C. 1681y
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Exhibit "E"
Access Security Requirements
The following information security controls are required to reduce unauthorized access to consumer information. It is your
company's responsibility to implement these controls. ONLINE reserves the right to make changes to these Access Security
Requirements without prior notification. The information provided herewith provides minimum baselines for information security
In accessing ONLINE's services, Subscriber agrees to follow these security requirements. These requirements are applicable
to all systems and devices used to access, transmit, process, or store ONLINE data.
1.
1.1
12
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
Implement Stronq Access Control Measures
All credentials such as Subscriber Code number, Subscriber Code passwords, User names/identifiers (user
IDs) and user passwords must be kept confidential and must not be disclosed to an unauthorized party. No
one from ONLINE will ever contact you and request your credentials.
If using third party or proprietary system to access ONLINE's systems, ensure that the access must be
preceded by authenticating users to the application and/or system (e.g. application based authentication,
Active Directory, etc.) utilized for accessing ONLINE's data/systems.
If the third party or third party software or proprietary system or software, used to access ONLINE
data/systems, is replaced or no longer in use, the passwords should be changed immediately.
Create a unique user ID for each user to enable individual authentication and accountability for access to
ONLINE's infrastructure. Each user of the system access software must also have a unique logon password.
User IDs and passwords shall only be assigned to authorized individuals based on least privilege necessary
to perform job responsibilities.
User IDs and passwords must not be shared, posted, or otherwise divulged in any manner.
Develop strong passwords that are:
• Not easily guessable (i.e. your name or company name, repeating numbers and letters or consecutive
numbers and letters)
• Contain a minimum of eight (8) alphabetic and numeric characters for standard user accounts
• For interactive sessions (i.e. non system-to-system) ensure that passwords/passwords are changed
periodically (every 90 days is recommended)
Passwords (e.g. subscriber code passwords, user password) must be changed immediately when:
• Any system access software is replaced by another system access software or is no longer used
• The hardware on which the software resides is upgraded, changed or disposed
• Any suspicion of password being disclosed to an unauthorized party (see section 4.3 for reporting
requirements)
Ensure that passwords are not transmitted, displayed or stored in clear text; protect all end user (e.g. internal
and external) passwords using, for example, encryption or a cryptographic hashing algorithm also known as
"one-way" encryption. When using encryption, ensure that strong encryption algorithm are utilized (e.g. AES
256 or above).
Implement password protected screensavers with a maximum fifteen (15) minute timeout to protect
unattended workstations. Systems should be manually locked before being left unattended.
Active logins to credit information systems must be configured with a 30 minute inactive session timeout.
Ensure that personnel who are authorized access to credit information have a business need to access such
information and understand these requirements to access such information are only for the permissible
purposes listed in the Permissible Purpose Information section of the membership application.
Subscriber must NOT install Peer-to-Peer file sharing software on systems used to access, transmit or store
ONLINE data.
Ensure that Subscriber employees do not access their own credit reports or those reports of any family
member(s) or friend(s) unless it is in connection with a credit transaction or for another permissible purpose.
Implement a process to terminate access rights immediately for users who access ONLINE credit information
when those users are terminated or when they have a change in their job tasks and no longer require access
to that credit information.
Implement a process to perForm periodic user account reviews to validate whether access is needed as well
as the privileges assigned.
Implement a process to periodically review user activities and account usage, ensure the user activities are
consistent with the individual job responsibility, business need, and in line with contractual obligations.
Implement physical security controls to prevent unauthorized entry to Subscriber's facility and access to
systems used to obtain credit information. Ensure that access is controlled with badge readers, other
systems, or devices including authorized lock and key.
2. Maintain a Vulnerability Manaqement Proqram
2.1 Keep operating system(s), firewalls, routers, servers, personal computers (laptops and desktops) and all
other systems current with appropriate system patches and updates.
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22 Configure infrastructure such as firewalls, routers, servers, tablets, smart phones, personal computers
(laptops and desktops), and similar components to industry best security practices, including disabling
unnecessary services or features, and removing or changing default passwords, IDs and sample
files/programs, and enabling the most secure configuration features to avoid unnecessary risks.
2.3 Implement and follow current best security practices for computer virus detection scanning services and
procedures:
• Use, implement and maintain a current, commercially available anti-virus software on all systems, if
applicable anti-virus technology exists. Anti-virus software deployed must be capable to detect,
remove, and protect against all known types malicious software such as viruses, worms, spyware,
adware, Trojans, and root-kits.
• Ensure that all anti-virus software is current, actively running, and generating audit logs; ensure that
anti-virus software is enabled for automatic updates and perForms scans on a regular basis.
• If you suspect an actual or potential virus infecting a system, immediately cease accessing the
system and do not resume the inquiry process until the virus has been eliminated.
3. Protect Data
3.1 Develop and follow procedures to ensure that data is protected throughout its entire information lifecycle
(from creation, transformation, use, storage and secure destruction) regardless of the media used to store
the data (i.e., tape, disk, paper, etc.).
32 ONLINE data is classified Confidential and must be secured to in accordance with the requirements
mentioned in this document at a minimum.
3.3 Procedures for transmission, disclosure, storage, destruction and any other information modalities or media
should address all aspects of the lifecycle of the information.
3.4 Encrypt all ONLINE data and information when stored electronically on any system including but not limited
to laptops, tablets, personal computers, servers, databases using strong encryption such AES 256 or above.
3.5 ONLINE data must not be stored locally on smart tablets and smart phones such as iPads, iPhones, Android
based devices, etc.
3.6 When using smart tablets or smart phones to access ONLINE data, ensure that such devices are protected
via device pass-code.
3.7 Applications utilized to access ONLINE data via smart tablets or smart phones must protect data while in
transmission such as SSL protection and/or use of VPN, etc.
3.8 Only open email attachments and links from trusted sources and after verifying legitimacy.
3.9 When no longer in use, ensure that hard-copy materials containing ONLINE data are crosscut shredded,
incinerated, or pulped such that there is reasonable assurance the hard-copy materials cannot be
reconstructed.
3.10 When no longer in use, electronic media containing ONLINE data is rendered unrecoverable via a secure
wipe program in accordance with industry-accepted standards for secure deletion, or otherwise physically
destroying the media (for example, degaussing).
4. Maintain an Information Security Policy
4.1 Develop and follow a security plan to protect the confidentiality and integrity of personal consumer
information as required under the GLB Safeguards Rule.
42 Suitable to complexity and size of the organization, establish and publish information security and acceptable
user policies identifying user responsibilities and addressing requirements in line with this document and
applicable laws and regulations.
4.3 Establish processes and procedures for responding to security violations, unusual or suspicious events and
similar incidents to limit damage or unauthorized access to information assets and to permit identification and
prosecution of violators. If you believe ONLINE data may have been compromised, immediately notify
ONLINE within twenty-four {24) hours or per agreed contractual notification timeline (See also Section 8}.
4.4 The FACTA Disposal Rules requires that Subscriber implement appropriate measures to dispose of any
sensitive information related to consumer credit reports and records that will protect against unauthorized
access or use of that information.
4.5 Implement and maintain ongoing mandatory security training and awareness sessions for all staff to
underscore the importance of security in the organization.
4.6 When using third party service providers (e.g. application service providers) to access, transmit, store or
process ONLINE data, ensure that service provider is compliant with Experian Independent Third Party
Assessment (E13PA) program, and registered in Experian list of compliant service providers. If the service
provider is in process of becoming compliant, it is Subscriber responsibility to ensure the service provider is
engaged with ONLINE and exception is granted in writing. Approved certifications in lieu of E/3PA can be
found in the G/ossary section.
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5. Build and Maintain a Secure Network
5.1 Protect Internet connections with dedicated, industry-recognized firewalls that are configured and managed
using industry best security practices.
52 Internal private Internet Protocol (IP) addresses must not be publicly accessible or natively routed to the
Internet. Network address translation (NAT) technology should be used.
5.3 Administrative access to firewalls and servers must be perFormed through a secure internal wired connection
only.
5.4 Any stand-alone computers that directly access the Internet must have a desktop firewall deployed that is
installed and configured to block unnecessary/unused ports, services, and network traffic.
5.5 Change vendor defaults including but not limited to passwords, encryption keys, SNMP strings, and any
other vendor defaults.
5.6 For wireless networks connected to or used for accessing or transmission of ONLINE data, ensure that
networks are configured and firmware on wireless devices updated to support strong encryption (for
example, IEEE 802.11 i) for authentication and transmission over wireless networks.
5.7 When using service providers (e.g. software providers) to access ONLINE systems, access to third party
tools/services must require multi-factor authentication.
6. Reqularlv Monitor and Test Networks
6.1 PerForm regular tests on information systems (port scanning, virus scanning, internal/external vulnerability
scanning). Ensure that issues identified via testing are remediated according to the issue severity (e.g. fix
critical issues immediately, high severity in 15 days, etc.)
62 Ensure that audit trails are enabled and active for systems and applications used to access, store, process,
or transmit ONLINE data; establish a process for linking all access to such systems and applications. Ensure
that security policies and procedures are in place to review security logs on daily or weekly basis and that
follow-up to exceptions is required.
6.3 Use current best practices to protect telecommunications systems and any computer system or network
device(s) used to provide Services hereunder to access ONLINE systems and networks. These controls
should be selected and implemented to reduce the risk of infiltration, hacking, access penetration or
exposure to an unauthorized third party by:
• protecting against intrusions;
• securing the computer systems and network devices;
• and protecting against intrusions of operating systems or software.
7. Mobile and Cloud Technoloqv
7.1 Storing ONLINE data on mobile devices is prohibited. Any exceptions must be obtained from ONLINE in
writing; additional security requirements will apply.
72 Mobile applications development must follow industry known secure software development standard
practices such as OWASP and OWASP Mobile Security Project adhering to common controls and
addressing top risks.
7.3 Mobile applications development processes must follow secure software assessment methodology which
includes appropriate application security testing (for example: static, dynamic analysis, penetration testing)
and ensuring vulnerabilities are remediated.
7.4 Mobility solution server/system should be hardened in accordance with industry and vendor best practices
such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.
7.5 Mobile applications and data shall be hosted on devices through a secure container separate from any
personal applications and data. See details below. Under no circumstances is ONLINE data to be exchanged
between secured and non-secured applications on the mobile device.
7.6 In case of non-consumer access, that is, commercial/business-to-business (B2B) users accessing ONLINE
data via mobile applications (internally developed or using a third party application), ensure that multi-factor
authentication and/or adaptive/risk-based authentication mechanisms are utilized to authenticate users to
application.
7.7 When using cloud providers to access, transmit, store, or process ONLINE data ensure that:
• Appropriate due diligence is conducted to maintain compliance with applicable laws and regulations and
contractual obligations
• Cloud providers must have gone through independent audits and are compliant with one or more of the
following standards, or a current equivalent as approved/recognized by ONLINE:
ISO 27001, PCIDSS, E13PA, SSAE 16- SOC 2, or SOC3, FISMA, CAI / CCM assessment
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8. General
8.1 ONLINE may from time to time audit the security mechanisms Subscriber maintains to safeguard access to ONLINE
information, systems and electronic communications. Audits may include examination of systems security and
associated administrative practices
8.2 In cases where the Subscriber is accessing ONLINE information and systems via third party software, the
Subscriber agrees to make available to ONLINE upon request, audit trail information and management reports
generated by the vendor software, regarding Subscriber individual Authorized Users.
8.3 Subscriber shall be responsible for and ensure that third party software, which accesses ONLINE information
systems, is secure, and protects this vendor software against unauthorized modification, copy and placement on
systems which have not been authorized for its use.
8.4 Subscriber shall conduct software development (for software which accesses ONLINE information systems; this
applies to both in-house and outsourced software development) based on the following requirements:
8.4.1 Software development must follow industry known secure software development standard practices such
as OWASP adhering to common controls and addressing top risks.
8.4.2 Software development processes must follow secure software assessment methodology which includes
appropriate application security testing (for example: static, dynamic analysis, penetration testing) and
ensuring vulnerabilities are remediated.
8.4.3 Software solution server/system should be hardened in accordance with industry and vendor best
practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.
8.5 Reasonable access to audit trail reports of systems utilized to access ONLINE systems shall be made available to
ONLINE upon request, for example during breach investigation or while performing audits
8.6 Data requests from Subscriber to ONLINE must include the IP address of the device from which the request
originated (i.e., the requesting client's IP address), where applicable.
8.7 Subscriber shall report actual security violations or incidents that impact ONLINE to ONLINE within twenty-four (24)
hours or per agreed contractual notification timeline. Subscriber agrees to provide notice to ONLINE of any
confirmed security breach that may involve data related to the contractual relationship, to the extent required under
and in compliance with applicable law. Telephone notification is preferred at 800-234-7683, Email notification will be
sent to techCa�ONLINEis.com.
8.8 Subscriber acknowledges and agrees that the Subscriber (a) has received a copy of these requirements, (b) has
read and understands Subscriber's obligations described in the requirements, (c) will communicate the contents of
the applicable requirements contained herein, and any subsequent updates hereto, to all employees that shall have
access to ONLINE services, systems or data, and (d) will abide by the provisions of these requirements when
accessing ONLINE data.
8.9 Subscriber understands that its use of ONLINE networking and computing resources may be monitored and audited
by ONLINE, without further notice.
8.10 Subscriber acknowledges and agrees that it is responsible for all activities of its employees/Authorized users, and
for assuring that mechanisms to access ONLINE services or data are secure and in compliance with its
membership agreement.
8.11 When using third party service providers to access, transmit, or store ONLINE data, additional documentation may
be required by ONLINE.
Record Retention: The Federal Equal Credit Opportunity Act states that a creditor must preserve all written or recorded
information connected with an application for 25 months. In keeping with the ECOA, ONLINE requires that you retain the
credit application and, if applicable, a purchase agreement for a period of not /ess than 25 months. When conducting an
investigation, particularly following a consumer complaint that your company impermissibly accessed their credit report,
ONLINE will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of
the sales contract.
"Under Section 621 (a) (2) (A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a
civil penalty of not more than $3,500 per violation."
Internet Delivery Security Requirements
In addition to the above, following requirements apply where Subscriber and their employees or an authorized agent/s
acting on behalf of the Subscriber are provided access to ONLINE provided services via lnternet ("Internet Access").
General requirements:
1. The Subscriber shall designate in writing, an employee to be its Head Security Designate, to act as the primary
interFace with ONLINE on systems access related matters. The Subscriber's Head Security Designate will be
responsible for establishing, administering and monitoring all Subscriber employees' access to ONLINE provided
services which are delivered over the Internet ("Internet access"), or approving and establishing Security
Designates to perForm such functions.
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The Subscriber's Head Security Designate or Security Designate shall in turn review all employee requests for
Internet access approval. The Head Security Designate or its Security Designate shall determine the appropriate
access to each ONLINE product based upon the legitimate business needs of each employee. ONLINE shall
reserve the right to terminate any accounts it deems a security threat to its systems and/or consumer data.
Unless automated means become available, the Subscriber shall request employee's (Internet) user access via the
Head Security Designate/Security Designate in writing, in the format approved by ONLINE. Those employees
approved by the Head Security Designate or Security Designate for Internet access ("Authorized Users") will be
individually assigned unique access identification accounts ("User ID") and passwords/passphrases (this also
applies to the unique Server-to-Server access IDs and passwords/passphrases). ONLINE's approval of requests
for (Internet) access may be granted or withheld in its sole discretion. ONLINE may add to or change its
requirements for granting (Internet) access to the services at any time (including, without limitation, the imposition
of fees relating to (Internet) access upon reasonable notice to Subscriber), and reserves the right to change
passwords/passphrases and to revoke any authorizations previously granted. Note: Partially completed forms and
verbal requests will not be accepted.
An officer of the Subscriber agrees to notify ONLINE in writing immediately if it wishes to change or delete any
employee as a Head Security Designate, Security Designate, or Authorized User; or if the identified Head Security
Designate Security Designate or Authorized User is terminated or otherwise loses his or her status as an
Authorized User.
Roles and Responsibilities
Subscriber agrees to identify an employee it has designated to act on its behalf as a primary interface with ONLINE
on systems access related matters. This individual shall be identified as the "Head Security Designate." The Head
Security Designate can further identify a Security Designate(s) to provide the day to day administration of the
Authorized Users. Security Designate(s) must be an employee and a duly appointed representative of the
Subscriber and shall be available to interact with ONLINE on information and product access, in accordance with
these ONLINE Access Security Requirements. The Head Security Designate Authorization Form must be signed
by a duly authorized representative of the Subscriber. Subscriber's duly authorized representative (e.g. contracting
officer, security manager, etc.) must authorize changes to Subscriber's Head Security Designate. The Head
Security Designate will submit all requests to create, change or lock Security Designate and/or Authorized User
access accounts and permissions to ONLINE's systems and information (via the Internet). Changes in Head
Security Designate status (e.g. transfer or termination) are to be reported to ONLINE immediately.
As a Client to ONLINE's products and services via the Internet, the Head Security Designate is acting as the duly
authorized representative of Subscriber.
The Security Designate may be appointed by the Head Security Designate as the individual that the Subscriber
authorizes to act on behalf of the business in regards to ONLINE product access control (e.g. request to
add/change/remove access). The Subscriber can opt to appoint more than one Security Designate (e.g. for backup
purposes). The Subscriber understands that the Security Designate(s) it appoints shall be someone who will
generally be available during normal business hours and can liaise with ONLINE's Security Administration group
on information and product access matters.
The Head Designate shall be responsible for notifying their corresponding ONLINE representative in a timely
fashion of any Authorized User accounts (with their corresponding privileges and access to application and data)
that are required to be terminated due to suspicion (or actual) threat of system compromise, unauthorized access
to data and/or applications, or account inactivity.
Des ig nate:
1. Must be an employee and duly appointed representative of Subscriber, identified as an approval point for
Subscriber's Authorized Users.
2. Is responsible for the initial and on-going authentication and validation of Subscriber's Authorized Users and must
maintain current information about each (phone number, valid email address, etc.).
3. Is responsible for ensuring that proper privileges and permissions have been granted in alignment with Authorized
User's job responsibilities.
4. Is responsible for ensuring that Subscriber's Authorized Users are authorized to access ONLINE products and
services.
5. Must disable Authorized User ID if it becomes compromised or if the Authorized User's employment is terminated
by Subscriber.
6. Must immediately report any suspicious or questionable activity to ONLINE regarding access to ONLINE's products
and services.
7. Shall immediately report changes in their Head Security Designate's status (e.g. transfer or termination) to ONLINE.
8. Will provide first level support for inquiries about passwords/passphrases or IDs requested by your Authorized
Users.
9. Shall be available to interact with ONLINE when needed on any system or user related matters.
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9lossary
Term Defi n ition
Computer Virus Computer Virus is a self-replicating computer program that alters the way a computer operates, without
he knowledge of the user. A true virus replicates and executes itself. While viruses can be destructive by
estroying data, for example, some viruses are benign or merely annoying.
Confidential ery sensitive information. Disclosure could adversely impact your company.
Encryption Encryption is the process of obscuring information to make it unreadable without special knowledge.
Firewall In computer science, a Firewall is a piece of hardware and/or software which functions in a networked
environment to prevent unauthorized external access and some communications forbidden by the security
policy, analogous to the function of Firewalls in building construction. The ultimate goal is to provide
controlled connectivity between zones of differing trust levels through the enforcement of a security policy
and connectivity model based on the least privilege principle.
Information (Or Data Lifecycle) is a management program that considers the value of the information being stored over a
Lifecycle period of time, the cost of its storage, its need for availability for use by authorized users, and the period of
ime for which it must be retained.
IPAddress unique number that devices use in order to identify and communicate with each other on a computer
network utilizing the Internet Protocol standard (IP). Any All participating network devices- including routers,
computers, time-servers, printers, Internet fax machines, and some telephones- must have its own unique IP
address. Just as each street address and phone number uniquely identifies a building or telephone, an IP
address can uniquely identify a specific computer or other network device on a network. It is important to
keep your IP address secure as hackers can gain control of your devices and possibly launch an attack on
ther devices.
Peer-to-Peer type of communication found in a system that uses layered protocols. Peer-to-Peer networking is the
protocol often used for reproducing and distributing music without permission.
Router Router is a computer networking device that forwards data packets across a network via routing. A Router
acts as a junction between two or more networks transferring data packets.
Spyware Spyware refers to a broad category of malicious software designed to intercept or take partial control of a
computer's operation without the consent of that machine's owner or user. In simpler terms, spyware is a
ype of program that watches what users do with their computer and then sends that information over the
Subscriber Code our seven digit ONLINE account number.
Experian he Experian Independent 3rd Party Assessment is an annual assessment of an Experian
Independent Third Reseller's ability to protect the information they purchase from Experian.
Party Assessment E13PAsr.' requires an evaluation of a Reseller's information security by an independent assessor, based on
Program requirements provided by Experian.
E13PAsr.' also establishes quarterly scans of networks for vulnerabilities.
ISO 27001/27002 IS 27001 is the specification for an ISMS, an Information Security Management System (it replaced the old
6S7799-2 standard)
he ISO 27002 standard is the rename of the ISO 17799 standard, and is a code of practice for information
ecurity. It basically outlines hundreds of potential controls and control mechanisms, which may be
implemented, in theory, subject to the guidance provided within ISO 27001.
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PCIDSS The Payment Card Industry Data Security Standard (PCI DSS) is a proprietary information security
standard for organizations that handle cardholder information for the major debit, credit, prepaid, e-purse,
TM, and POS cards.
SSAE 16 SOC 2, SOC3 Statement on Standards for Attestation Engagements (SSAE) No. 1
SOC 2 Report on Controls Related to Security, Availability, Processing Integrity, Confidentiality, and
Privacy.
The SOC 3 Report, just like SOC 2, is based upon the same controls as SOC 2, the difference being that
a SOC 3 Report does not detail the testing perFormed (it is meant to be used as marketing material).
FISMA The Federal Information Security Management Act (FISMA) is United States legislation that defines a
comprehensive framework to protect government information, operations and assets against natural or
man-made threats. FISMA was signed into law part of the Electronic Government Act of 2002.
CAI/CCM Cloud Security Alliance Consensus Assessments Initiative (CAI) was launched to perform research,
create tools and create industry partnerships to enable cloud computing assessments.
The Cloud Security Alliance Cloud Controls Matrix (CCM) is specifically designed to provide fundamental
security principles to guide cloud vendors and to assist prospective cloud customers in assessing the
overall security risk of a cloud provider.
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EXHIBIT 4
������� �������"��
Subscriber Service Application
Company Name: Citv of Denton
Office Address: 215 E. McKinnev St
Denton. TX 76201
County: Denton
Main Phone Number: 940 349-8200
Office Hours: 8:OOam-5:OOpm Days of the week: Monday-Friday
Mailing Address: 215 E. McKinney St
Denton, TX 76201
Company Website: www.cityofdenton.com
Affiliated or Parent Companv Information
Affiliated or Parent Company:
Address:
City:
State: Zip:
Contact Name: Phone: ( )
BANK REFERENCE
Bank Name: Wells Farpo Bank, North America
Address: 1445 Ross Avenue, Suite 2314
City: Dallas
State: TX Zip: 75202
Bank Contact: Aaron P. Cook Phone: (214) 661-1245
Account Number(s): *1480. *1493. *1529. *1532. *1331 (truncated)
2 BUS/NESS REFERENCES
(1)Business Name: Utilitec. An Ancor Companv
Address: 1911 Woodslee Dr
City: Trov
State: MI Zip: 48083
Contact Person: David Dallv Phone: (248) 526-4872
(2)Business Name: U.S. Payments, LLC
Address: 1800 South Baltimore Ave, 4th Floor
City: Tulsa
State: OK Zip: 74119
Contact Person: Luke Fears Phone: (918) 728-3823
54
EXHIBIT E
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EXHIBIT 4 EXHIBIT E
PLEASE ANSWER THE FOLLOWING QUESTIONS
Industry: Municipal Utilitv
How long has company been in existence: 149 years months
Will you be printing and storing reports? (Please check one) Yes X No
(If you will be printing and storing the ONLINE Utility Exchange Reports you are required to have them stored
in a locking file cabinet)
Is your computer server in a locked room? (Please check one) X Yes No
Do you have permanent signage at your office location that matches the company name on the Subscriber
Agreement? (Please check one) X Yes No
Do you lease or own your office location? (Please check one) X Own Lease
(If you lease your office location, please provide a copy of your signed lease.)
Is office location a Commercial Building or Residence? Commercial
Do you have investigation License? (Please check one) Yes X_No
Estimated # of Credit Reports you will access monthly: 1,450
How will you access the Credit Report? (Please check one) Personal Computer X_ Other
Is the company Tax Exempt? X Yes No If Yes, please provide tax exemption form.
Signature
Print Name/Title
Date
Thank you for completinp the application.
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EXHIBIT 4
New Customer Setup Form
EXHIBIT E
If you have any questions regarding how to fill out this form please contact your ONLINE Account
Executive at (866) 630-6400.
BILLING/MONTHLY PAYMENT METHOD
Credit Card: Y / N
Web Access Start Date:
Exchange Data Upload: Y/N
Bank Draft: Y / N
CUSTOMER /NFORMAT/ON SOFTWARE (CIS):
Software Vendor: Harris Northstar
Will you be using the interface? Y/ N
Version: 6.4
If ONLINE does not have an interface with your CIS provider currently please contact your ONLINE
Account Executive to inquire about having one developed.
ACCESS SECURITY REQUIREMENT
ONLINE requires clients to utilize ONLINE's IP Address Restriction security feature. This prevents
someone from obtaining user credentials and accessing information from outside your company's
physical location. If you do not have static IP Addresses ONLINE has an alternate solution. Please check
option below.
IP Address:
IP Address Range:
I do not have static IP Addresses
DEPOS/T DECIS/ON/NG
Please fill out what you want your Score break points to be for your different deposit decisions.
ONLINE has developed a default range setup. The default range setup is typically a good place for a
utility to start when they may not have been using credit scores previously. Overtime you can utilize
ONLINE's Statistical Reports and Score Adjust features to make changes. Please Check the Option
Below
ONLINE'S DEFAULT SCORING X
Green: 0.0%- 10.0% Waive Deposit
Yellow:10.1% - 25.0% 1X Averaqe Monthlv Usaqe
CUSTOMIZE AS FOLLOWS
(Message Examples: Maximum, 2x Avg. Mo. Usage, Etc.)
Green
Deposit Message:
Yel low:
% - %
% - %
Deposit Message:
Red: 25.1 %- 100.0% 2X Averaqe Monthlv Usaqe Red: %- %
Deposit Message:
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There will be cases when a credit file will be unscoreable. An example would be for an applicant who
maybe really young and may not have established enough credit yet. ONLINE has developed additional
options to handle these types of credit files. Please circle your choices below.
No Score is Forced Decision: Yes/No (If Yes is chosen, complete options below)
No Score No Credit History: Red / Yellow / Green
No Score All Previous Credit History is Equally Positive and Negative: Red / Yellow / Green
No Score All Previous Credit History is Positive: Red / Yellow / Green
No Score All Previous Credit History is Negative: Red / Yellow / Green
No Score Previous Credit History is more Positive than Negative: Red / Yellow / Green
No Score Previous Credit History is more Negative than Positive: Red / Yellow / Green
ONLINE has developed client options on what decisions are returned on credit files which contain
bankruptcy information. If you choose any option other than Default below, when a Bankruptcy, meeting
your criteria, is on a credit file it will override the credit score decision and return the light decision you
choose below.
Bankruptcy 7 Active: Default / Red / Yellow / Green
Bankruptcy 7 Discharged/Dismissed: Default / Red / Yellow / Green
Max Years to Consider Chapter 7: _10 years
Bankruptcy 13 Active: Default / Red / Yellow / Green
Bankruptcy 13 Discharged/Dismissed: Default / Red / Yellow / Green
Max Years to Consider Chapter 13: _7 years
ONLINE has developed additional logic which looks for specific types of accounts by industry on the
credit file that you may want to force to a Red Light decision regardless of the credit score. If you choose
anything other than Default it will override the credit score decision.
Unpaid Utility Debts: Default / Red
Unpaid Telecomm Debts: Default / Red
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WEBSITE USER SETUP FORM
Score Visible: Y/N
(Certain Interfaces require these to match your CIS Package logins)
User Full User Email Address User Name Administrator
Name supervisor
User
Allison Brown Allison.brown(a�cityofdenton.com abrown A/S/U
Autumn Perkins Autumn.perkins(a�cityofdenton.com aperkins A/S/U
Ethan Cox Ethan.cox(a�cityofdenton.com ecox A/S/U
Eric Van Pelt Eric.vanpelt(a�cityofdenton.com ejvanpel A/S/U
Karen Goodman Karen.qoodman(a�cityofdenton.com kgoodman A/S/U
Kim Hestand Kimberly.hestand(a�cityofdenton.com khestand A/S/U
NatalieVanzuiden Natalie.vanzuiden(a�cityofdenton.com navanzui A/S/U
Pamela Dugger Pamela.duqqer(a�cityofdenton.com pdugger A/S/U
Susan Holmes Susan.holmes(a�cityofdenton.com sholmes A/S/U
Stephanie SUnderwood
Unden,vood Stephanie.underwood(a�cityofdenton.com A/S/U
Tracy Holt Tracy.holt(a�cityofdenton.com tholt A/S/U
Jamie Lindsay Jamie.lindsay(a�cityofdenton.com jllindsa A/S/U
Tiffany Thomson Tiffany.thomson(a�cityofdenton.com tmthoms A/S/U
Angela Majesko Anqela.maiesko(a�cityofdenton.com admajesk A/S/U
Alice Walters Ruth.walters(a�cityofdenton.com arwalter A/S/U
Bonnie Green Bonnie.qreen(a�cityofdenton.com BSGREEN A/S/U
Casey McBride Casey.mcbride(a�cityofdenton.com clmcbrid A/S/U
Cynthia Williams Cvnthia.williams(a�cityofdenton.com cswillia A/S/U
Danella dbunsel A/S/U
Bunselmeyer Danella.bunselmeyer(a�cityofdenton.com
Dianna Gandee Dianna.qandee(a�cityofdenton.com drgandee A/S/U
Elva Maldonado Elva.maldonado(a�cityofdenton.com exmaldon A/S/U
Gladys Soto Gladys.soto(a�cityofdenton.com gisoto A/S/U
(If you need additional users setup please copy this page and submit with your contract package)
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INTERFACE USER SETUP FORM
Score Visible to Users: Y/N
**Please contact vour software vendor to qet cost if anv for interface set up**
User Full User Email Address Interface Administrator
Name Loqin supervisor
User
Gail Pierce Gail.pierce(a�cityofdenton.com gxpierce A/S/U
Imelda Rivera Imelda.rivera(a�cityofdenton.com IXRivera A/S/U
Ivan Roux Ivan.roux(a�cityofdenton.com ixroux A/S/U
Jessica Gamez Jessica.qamez(a�cityofdenton.com jgamez A/S/U
Jessica jxhoward A/S/U
Howard Jessica.howard(a�cityofdenton.com
Kimberly kxcourtn A/S/U
Courtney Kimberly.courtney(a�cityofdenton.com
Linda Bonnano Linda.bonnano(a�cityofdenton.com Ibonanno A/S/U
Lajuana LFHARTSO A/S/U
Hartsock Laivana.hartsock(a�cityofdenton.com
Lakreshia ltflemin A/S/U
Flemings Lakreshia.fleminqs(a�cityofdenton.com
Marbelia mltorres A/S/U
Torres Marbelia.torres(a�cityofdenton.com
Monica mxrodrig A/S/U
Rodriguez Monica.rodriquez(a�cityofdenton.com
Ola Sykora Ola.sykora(a�cityofdenton.com ojsykora A/S/U
Ronda Barnes Ronda.barnes(a�cityofdenton.com rbarnes A/S/U
Randi rdweinbe A/S/U
Weinberg Randi.weinberq(a�cityofdenton.com
Tim Cummings Tim.cumminqs(a�cityofdenton.com ticummin A/S/U
Tracy Holt Tracy.holt(a�cityofdenton.com trholt A/S/U
Xochtyl xxvillar A/S/U
Villareal Xochtyl.villareal(a�cityofdenton.com
(If you need additional users setup please copy this page and submit with your contract package)
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EXHIBIT 4
Customer Contacts
Inspection Contact Person:
Alternate Inspection Contact:
Training Contact:
Administrative Contact:
Receive Billing Y/N
Receive Announcements Y/N
Alternate Administrative Contact
Receive Billing: Y/N
Receive Announcements: Y/N
Accounts Payable Contact:
(Responsible for Accounts Payable)
Receive Billing: Y/N
Receive Announcements: Y/N
Technical Contact:
(Responsible for IT/Data)
Receive Billing: Y/N
Receive Announcements: Y/N
Name: Ethan Cox
PH: 940 349-7421
Email: ethan.cox(a�cityofdenton.com
Name: Tiffanv Thomson
PH: 940 349-7401
Email: tiffany.thomson(a�cityofdenton.com
Name: Autumn Perkins
PH: 940 349-7409
Email: autumn.perkins(a�citvofdenton.com
Name: Juanita Clarke
Title: Budpet & Resource Coordinator
PH: 940 349-7415
FX:
Email: Juanita.clarke(a�cityofdenton.com
Name: Ethan Cox
Title: Customer Service Manaper
PH: 940 349-7421
FX:
Email: ethan.cox(a�cityofdenton.com
Name: Juanita Clarke
Title: Budpet & Resource Coordinator
PH: 940 349-7415
FX:
Email: Juanita.clarke(a�cityofdenton.com
Name: Paul Desiardins
Title: Enterprise Infrastructure Manaper
PH: 940 349-7373
FX:
Email: paul.desiardins(a�cityofdenton.com
EXHIBIT E
(At least one contact must be setup to receive the monthly emailed invoice)
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DocuSign Envelope ID: 8DE61 E44-6BBC-4236-A2E3-44363AF454D7
EXHIBIT 4 EXHIBIT E
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Recurring Monthly Payment Authorization Form
City of Denton Controller does not allow auto deducts
NOT APPLICABLE
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DocuSign Envelope ID: 8DE61 E44-6BBC-4236-A2E3-44363AF454D7
EXHIBIT 4
Exhibit
i�
CONFLICT OF INTEREST QUESTIONNAIRE —
For vendor or other person doina business with local aovernmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity. ONLINE Informati on Se rvi ces, Inc .
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the oripinally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
N/A
Name of Officer
This section, (item 3 inchiding subparts A, B, C& D), must be completed far each oiticer with whom the vendar has an employment ar other business relationship
as detined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Fomi CIQ as necessary.
A. Is the local government oiticer named in this section receiving ar likely to receive taxable income, other than investment income, from the vendar?
� Yes � No
B. Is the vendar receiving ar likely to receive taxable income, other than investment income, from ar at the direction of the local government oiticer
named in this section AND the taxable income is not received from the local governmental entity?
� Yes � No
C. Is the tiler of this questionnaire employed by a corparation ar other business entity with respect to which the local government oiticer serves as an
oiticer ar directar, ar holds an ownership of one percent ar mare?
� Yes � No
D. Describe each employment ar business and fanvly relationship with the local government oiticer named in this section.
N/A
❑X I have no Conflict of Interest to disclose.
DocuSigned by:
�,(�,v�isfo I�, fi'u,vrn,c,v�
�����@i�6r-doing business with the governmental entity
12/21/2015
Date
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: ID 16-008, Version: 1
Agenda Information Sheet
DEPARTMENT: Development Services
CM/ ACM:
Date:
Jon Fortune
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas approving an Office Lease and Right of First
Refusal between the City of Denton and 4SR Mulberry, LLC, and a Subordination, Non-Disturbance and
Attornment Agreement between the City of Denton, 4SR Mulberry, LLC, and the National Bank of Texas at
Fort Worth, all related to the properties located at 215 West Hickory Street and 216 West Mulberry Street,
Denton, Texas, 76201; providing authority for the City Manager to execute the agreements subject to final
language approval by the City Attorney; and providing an effective date.
BACKGROUND
On June 30, 2015, the City Council held a meeting at City Hall West which included a Wark Session regarding
the Development Services Department. The meeting agenda included a tour of City Hall West, and a discussion
regarding organizational structure, capacity and warkload, and priorities of the department for the coming year.
At that meeting, the City Council directed staff to look into the option of leasing space to relocate department
staff from City Hall West.
On August 1 l, 2015, the City Council held a Wark Session to discuss the cost-benefit of leasing space instead
of remaining in City Hall West. City Council directed staff to pursue lease options.
On September 15, 2015, the City Council adopted the Fiscal Year 2015-16 Budget which included a funding
allocation for a lease of space to commence on July l, 2016. The Budget also included a reallocation of funds
intended far maintenance of City Hall West to improving the parking lot at Exposition Street instead.
On October 20, 2015, the City Council held a Wark Session to consider two proposals for a lease of space. City
Council selected the proposal for leasing property located at 215 West Hickory and 216 West Mulberry.
This agenda item is to consider approval of an Office Lease of approximately 24, 853 square feet at 215 West
Hickory and 216 West Mulberry and associated agreements (details below).
The basic terms of the Office Lease and supporting documents are as follows:
• A seven year term at a lease rate of $16 per foot, plus actual operating expenses
• A three year renewal option at the conclusion of the initial term
• An option for first-right of refusal to purchase the property in the event that the property owner wishes
to sell (Exhibit 2)
City of Denton Page 1 of 3 Printed on 12/31/2015
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File #: ID 16-008, Version: 1
• Exclusive use of the parking lot associated with 215 West Hickory
� Use of the surrounding parking lots under same ownership to provide public parking during non-
business hours (for a total of approximately 210 parking spaces made available to the public during non-
business hours)
• All furniture remains in the buildings for use by City staff
• In the event of a foreclosure on the property, the Office Lease remains in full force and effect (Exhibit
3)
At the time of writing, the Office Lease and associated documents were still being finalized. They will be
provided to the City Council under separate cover.
OPTIONS
l. Approval
2. Direct staff to negotiate changes
3. Denial
RECOMMENDATION
Staff recommends approval.
ESTIMATED SCHEDULE OF PROJECT
Lease term commences July l, 2016
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
June 30, 2015 - Work Session discussion
August 1 l, 2015 - Wark Session discussion
September 15, 2015 - Approval of FY15-16 Budget
October 20, 2015 - Wark Session discussion
FISCAL INFORMATION
Lease rate is $16 per foot annually for a total annual cost of $397,644 plus operating expenses.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 3.3 Promote a buisness-friendly environment
A lease of office space for the Development Services Department will facilitate a better customer-service
experience for businesses seeking to develop in Denton, and will create a collaborative wark environment to
enhance organizational efficiencies and service delivery.
EXHIBITS (under separate cover)
1 - Draft Office Lease
City of Denton Page 2 of 3 Printed on 12/31/2015
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File #: ID 16-008, Version: 1
2- Draft Right of First Refusal
3- Draft Subordination, Non-Disturbance and Attornment Agreement
4 - Draft Ordinance
Respectfully submitted:
Aimee Bissett
Director of Development Services
City of Denton Page 3 of 3 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-029, Version: 1
Agenda Information Sheet
DEPARTMENT: City Manager's Office
CM/ACM:
DATE:
George Campbell
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton,
Texas and the Denton African American Scholarship Foundation; providing for the expenditure of funds
therefor; and providing for an effective date.
BACKGROUND
This Agreement allows for the total expenditure of $2,900 from Council Contingency Funds. (Mayor Chris
Watts $500, Council Member Keely Briggs $350, Council Member Joey Hawkins $300, Council Member Greg
Johnson $750, Council Member Kevin Roden $1,000)
Key provisions of the Agreement include:
� Funds shall be used by the Foundation for expenditures for the Denton Black Film Festival.
In addition to other reporting requirements, documentation in the form of cancelled checks and/or
corresponding receipts specifically detailing expenditure of funds for the purpose provided is required
for reimbursement from these designated funds.
FISCAL INFORMATION
Funding for the Agreement will come from Council Contingency Fund accounts.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
opportunities
EXHIBITS
Ordinance/Agreement
Safe, Liveable & Family-Friendly Community
4.4 Provide and support outstanding leisure, cultural, and educational
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File #: ID 16-029, Version: 1
Respectfully submitted:
George Campbell
City Manager
Prepared by:
Robin Fox
Senior Executive Assistant
City of Denton Page 2 of 2 Printed on 12/31/2015
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C7ItDINANCF� N�C).
AT�I OItDI]`�1�NC:F; (7F� 'I"IIE CIT'Y C7T" DI;N�"I'ON AU'�CHC)I�.I`'Z',INCi �N ACaI�E:;T;M}�N"I� 13E;I"WF;EN "I"1�IE
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F;E4TNAI.,; PI�OVII�aINCi l��C)M� 'I"IIF? E;XPENI�1'I"URE; C71�; FU�DS; AND PIt(7VIDINC� I��OIt AN
11FIAEC'I'IVE DA'T7;.
W}{�;}�E,�1S, tl�� C'ity (;���ir�cil o�f't11�: C;iry of I_7�i1tc7n l�ea�eby fit7ds that thc a�,rc�er��ci��t bct�wec*n tl�e
City �nd t�l�e I�cntc�n Afi•ic��ri-�1r�n�ricar� Schc7larshi� I�o�rnd�t�ian, lnc. f�7r th� purp��sc af hc�st.in�, the; 201C
Der7ton Blacl. Pilr�� Fest�ival, attachcd hereta ai�d mac�e a par� h�*r�c7f by i°�ferencc (tlzc "�1�;re�i��7erit"),
serves a r�ru�a7icipal r�r7d public p���r��c7s�. arrci is in the pu�lic i»t�;rest; NC)W, T"HI;IZE�;I�"ORI:,
'CHE CC7UNCII., (�F TEIE CIT'Y C7F I7F.,N"I"ON I If;RE;BY C7I�Df1IN5:
SFCTif)�N 1.. '��I�'he; �ndin�;s set f�7r�h in tile preaxnble caf tllis C7rciirlar7ce ��.r� incc�r�pc�rated by
reference 'r��tc� t17e bc7dy c�f thi� Ur°dirrance; as if t�illy set� tcirtt�� herei��.
SI;CT'1(7��1 2. "1"}�� C�ity Manage;r, ar his d�si�;�7�;e, �is V�er�,by aiatl7�rired t�c7 �xe:cut� t:hc Agrewrnt►�rt
�xnd t�c� c�r-ry �>ut tl��e d«ti�s 4�i�d resp�nsibilities af the City under t1�7e I��ublic Service A�re�tnerlt, incl��dix��;
the expendixure c�ffi�r�ds as provided ir� the Agi•��;i7�E»t.
SEC"TICJ�N� 3. ']'his C7rdi��ar7ce sl�all �recc>mc� ef{�'ect�ive i�nrn�diat�ly upat� its p��ss���;e at7d ��px�rc�v��rl.
I'A�SFti) ANC� A}'PI�2OV�;ll this th� _ day c�f--- -----, 2O
Cryi:_IRIS WATT'S, MAYOR
ATTI;ST':
JENNII'ER WAi.,"I'ERS, CI"T�' S�;Cf2F.,'I".4RY
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APPRC7VF;L7 AS I'O I,FC'JAI, F"()ItM:
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This lAgreemei7t is hereby eatered into My and hetween thc City ofDenton, T'exas, a Home Rule
Municipal Corpaiation, hereinafter rePen•ed ta as "Cit��", and the Denton African �txlerican
Scholarship �oundation, a�1 exas Non-Profit Corporation, l�ereinafter referred to as "Foundati�n'";
WHCREAS, City has determined thaC th� propasal far services merits assistance and can
provide needed se.rvices to citizens af City and has prc�videci funds in its budget for the purpose of
paying for c�nlractu�l sen�ices; and
WHEREAS, this Agreen�ent serves a valid mt�nicipal and public purpose and is in the ptzblic
interest; `
NOW, TIIEI�F()RE, the parties hereta mutually agree as follo�a�s:
I. SCOPE OF SERVICES
Foundatian shall, in a satisfactory and praper maz�ner, �aerfo�°m the following tasks �or wliich
thE monies p�°ovided by City n�ay bc used:
The funds being provided shall be used by t}ze .Foundatio�i for expenses related ta the 2016
Dcnton Black Film �estival.
lI. 013LIGATIONS OF FOUNDATION
In cc�nside.ration of'the receipt o� iunds frani City, Faundation agrees to the 1c�llowing ternas
and condi�ions:
A. Three Thousarld, Four liundred D�llars and no/]00 ($3,400.00) sh�ll be paid to
Foundation by Ciiy tc� be utilized %r the purposes set iarth i�i Article l..
B. r'oundation tivill maintain adcquate records ta establish that the Cicy funds are used lor
the purpnses aufiharized by th.is Ag1•eement.
C, Founda�ion will ��en�7it authorzred offcials of City to review its books �t any tim�.
D. U�Jb11 1`t;C]U�SYy Fat�ndatian will ��ravide to City its 13y La�vs and any of its rtilcs and
regulatiotis that may be releva�It to this Agreetnent.
E. }?oundation will not enter into ��y eantracts that would encumbcr City funds for a
period that �vould extend beyoiad the term ��f tliis A�rcen�icnt.
s:Alrgal\caur d�xurr�rer�ts\�crntractsU 5\s4rv agr-dentoia african americai7 scl��crl�rshi�7 f"oundatin��.ci�ac
F. 1�"c�u�nd��tic�n wi�l�l ap�pc�int � repr�sentative who wi�ll �bc available to meet wi�th C;'ity
c�fticials when r�queste�d.
��. Fc�undaticr�z will submit t�7 City c�pies of� ye��r•-e��d audited f�inancial st�temcr7ts.
III. TIME OF �'�;RFORMA]`�ICL;
The services funded by City shall be undertakcn and complcted by Faundatian withiti the
followin�, time frame:
The term ��f'this ��rc��rnLnt sha11 catnYn�nce on the cff��ctive date anc� termit�at� �ept�n7be�• 30,
2(�16, unless thc cc��ntract is sc�c��z�r terir�iriatecl under Sec�tic�n VII '"Suspensi�7n or "�1�erminati�n"'.
IV. PAYM�N'1'S
A. P��tv��:'N'rs rc� I�our���n'rit�t�. City sha11 �ay t�� ��c�undat�ic�n the sL�m specifi�d in �lrticl�
II aft�r the eifectivc� c�ate; ofthis �1�re��7l�nt.
B. I;xc;�ss I',�Y[vtf,tv��c. Foundatic�n shall refi�nd to C�`ity within ��ei� (1O) w�rking day�s �71�.
City's rec�uest, �rny sum c7fmc7ney whicl� has be;e;n paici l�y City and which C�ity at any time thereatter
deterrtn:ines:
1) h�s r�5u�t�� in �vcrpaym�r�t to ��c�uridatian; ar
2) 11as nc�t b��n spct�t s��rictly in accar�ance wit.h the t�rms c�fthis Agreemcnt�; �r
3) is riot su�pported by adequate dc�cumentation tc� fully j�ustify th� expei�diture.
V, �V�I�l.1�"I"IC�N
Founciatio�� agree;s tca partici�at� ir� �zt7 implcm�nt���t�ic�a� �nd z�iai��t�en�ti��ce syst��tn wh�,reby the
s�rvice�; �;an �ie cot�tinuc�usly r�ic�nitor�ci. Fc��ui�dation agrecs t� r�i�l�e available, its tirlancial r�cc7rds
fc�r rcvi�w by C'ity at Cit��y's discre;tic7n. I�� adaitie�n, Founc�atian a�rees tcr prc7vic�� C`it�y th�: foll�win�
data anci r�poi�s, ��r ccrpies t�ze;reaf:
A. All �xt�rnal ��r �internal audits. ��c�undation shall subn7it a cc7py ���C t�he ��nnual
i�7depetldent auclit� tca C�ity within ten (1O) days oi�'rcc�ipt.
F3. �il external c�r internal evaluatic�n reports.
C. An explanatic�n of�any majar changes in pragr�xm services.
D. 'I"o coznply with this sectian, Fc��►��dation a�;re;�s t�cr maint�in r�cc��rds t�Yat will prc�vide
accurat�:, curr�nt�, s�parat�, and cc�rnplete discic�sl�r� of the status t7f fii���c�s rcceiv�d ancl the wei�vice;s
perf�orn�LC� under this Agreernent. ��7undation's t�ecord system shall cc�ntain s�,lf�fici�nt c�oc�u��eiltati�7�n
Pa�;e 2
s:Ale�a�l\aur dc7curne��t�ti\contracts\15\s�r�v �gr-d�i�t�n africsi� �meric��n scholarsl7ip f�uruit-aYicra�.cloc
t� prr�vide in detail full supperr•t� ar�d justi�fi�atic�n �fcrr each ex��nditur�:. Fcrunc�ati�r� a�;cees to retair� ��11
books, records, docum�nts, re�orts, and writtei� accc»intir��; pr�cc�durc�s pertaii�ing to the servic�:s
provided and exp�nditure of tunds under this A�;reement far tive years.
E. N�c�thin� in the above subsections sl�all be cc�nstrued fio r�liev� F,'c�ui��atic�n c�f
respoz�sibility for retaini���! accurate anc� currc�tlt r�;corr�s that cl�.arly re�fl�ct the lev�;l anci b�nciit af'
services prc�vided ��ncier this �.�;reement.
VI. T)IRI��,C"TORS' MEI;"I'INCS
1Jurin�, th�; ter�nl c�fthis A�r�ement, ��our�dation shall deliver t�7 C:"�ity cc�pies c�ia11 natices c�i
ineetin�;s c�f its F3c�ard rrf Dire�ctrars, settin� f�>rth t�h� �time and �141ce the;rec�f wh�rein this ���rogram is a
�art c�f th� sut�ject� rnatt�cr of the n�e�tin�,�. Sucli �7�7t�ice sh��ll bc; deliver�c� to C�ity in a tii7�ely mariner to
�;ive a�equate n�>�kice, an� shall incluc�e a�n a�?c�nd� an� a b�ri�;f de:�criptic�n �>f t�1e rnatters to �c
discussed. l�oundati<�n unc��rst��nds and a�re�;s tl�rat C�ity's r�pres�ntativ�s sha11 bc a�ffc7�r��d �c�css t�>
all meetiY��s c�f its I:4'�arcl af" I7irectars.
Minutes af al1 na�et�in�s c7�f F� c�unc�a�tic7n's �;overniilg �.��dy shall be av��ilable tc� C�ity withii� t�en
(10) wc>rkin� days �7f appr�val.
VII. 'TEI2MINA'TI(JN
�I"he C�ity may terminate tl7is ��,r�;e���ent� f�or cause if I� c�undati��>n vic�lates any c��v��nants,
agre�ments, c7r �;ua�ra��tees o1"this El�rcc�mez7t, the Fc��.indatiai�'s insolvetzcy c�r filin� of`l�an.ka°uptcy,
dissc�lutic�n, c�r r�c�ivet�shi�a, or the I�c��;in�atic��n's vi��lation c��i� any law c�r z•c,g��l��tion to which i�t is
bc�und under t17c ter�i�s c�ft��is E1�r�;emc�rit. �I'h�; City rxlay t�rminate this A�;re�nlei�t fc�r c>ther reasc>ns
nat specifically enL�meratec� in this paragrap}�.
VIIL ��",�( U�I, C7PI'(7R'I�UNI"I"Y AND CC)MI'I_,IANC'1�, WI I"H I_,f1WS
�. I����uz7ciation s��all cc>mply with all a���lica.bl�: �c�ual �m�alayment apport��nity ���r1d
afFir�nati��e: �ctic�n laws ar regulatiat�s.
F3. ����aundatic�i� wil� furnish al�l �irxfc�r�matic7r� and r�pc��rts rec7u�stc�d �ry City, anci �vi11 pcnnit
access tc� its bc�c�ks, recar�s, a�nd accc��unts 1«r purposes of'ii�vc�stigatio�� t�r� ascc�i�tain c�anl�lianc�e wit}z
lc�cal, St�at�; and I�ederal ruley �nd re�;ulati<7ns.
C. I�t� the ev�t�t c�f F"c7undatic��n's nc�n-com�lianc�; with t�he� nan-c�iscrilr�ir7aticrn
r�c�iurernents, the �,grc�z�nent rnay be canc�led, terminat�d, ar susp��naed iri whole c��• ii� part, a�1d
Faundation m�y be b�rred �`ro�in f�zrther c;or�tracts with Gity.
IX. WAFZ�Z.A�1�I'IES
I{oundation re�aresents and warrants that:
I'a�e 3
s:Ue�alk>ur docum�nts\contracts\1 S\serv a�r-dent�on africtzn ar7�e�ric�ri scholarship f2,�undaCian.cloc
�. All infor�nat�ian, repc�rts a��d data r�ie�•et�c�f«re ar he;reaf�ter requ�stc�� l�y City and
furnishcc� t� City, are c��mplute a�nci accti�rate as of"t17� date show��� on the inf�armatioi��, da�ta, c7r re;part,
and, since that c�a�tc�, �have not undcr�oz�e any si��li�i'icant ch�n�;� wi�hc�ut writtcn notic� to C.ity.
B. �ny s�l����arting finaxacial statement�s h�retc�fore requestec� by C"ity ancl furnished tc�
City, a�•e complet�, accurate an�3 fairly r�flect the lrna�ncial conditia�ns �>f Fc�undati�an on the daie
s�i�wn �at7 sai� re��roz•t�, ��r�d th� results �af the operatian for the pe�riod coverec� by thc repart, and tllat
since said data, there has b�en no n7aterial c�lang�, �i�verse c�r �ather�wisc�, �in th�, fii�ancial cozic�iti�7n �>f'
Fc�undatiot�.
C'. Nc� liti�atic7n ��7r l��,al pr��ceedings are prc�s�,ntly pe,i7diz�� �r thr�atened a�ainst
F�u�ndaiian.
D. Nar�e c7f�th� pr�7visic�ns 11�rc�in ce�ntravenc�s or i� i�7 cv��flict with the �r��tllorit�y und�r
which E� <>unc�atic�n is doing busitzess c7r with thc pravisions �>f �ny c�xist�in� inc�c�nture ar agrec�n��rit c�f
F�>unc�ati<�n.
E. F"ou.l7dation �7as �the pow�;r tc� enter i��zto ihis A�reen�e�nt and accc�pt payn��nt�s
here�und�r, and h4is t�alcc.n �II z�ecessary act�ic�n tc� a�ztl�orire s��ch accc�pt�rice �irlder il�e ter�ti�s anc�
co��i�itians of t��zis Agre�c�m��nt.
��. �N��7r7� c�f thc assets crf Found4rtic7n are subject t�� ai7y lie�n c�r enc�uml�rance� c7f� ��ny
cl�aracter, except �f�c�r current taxes t7at delinquent, exce}�t as shc�wn in the financial statemc�nts
furnished by Fc7uzzdatian ta City.
L;,ach c�f these representatic�ns and wr�rranties shall be con:tinuing and shall bc deemed ta have
been rcpeat�d by thc s��bmissic7t� c�f`cach r�:c1uest for payrnent.
X. C'I-IANC�I;S AND ,�1ME�INDMF.,NTS
A. Any alte�•at�ic�Y��, ac�d�itic�rzs, �7r deletions tc� t�ie te:�rms r�f this A�r•eein�nt s11a11 be l�y
wr�itten an�endinent �;x�cutec� by t�ot�li ��arti�;s, except wl�c�� the tern�ts c7f t�l7is A�1�eemcnt� ex�ressly
provide t�liat anotl�er methcad s11all be L�sed.
F3. �It is unc�crst�7c7c� anci ��re�d b�y thc �arties hcre�t�7 that chan�cs in the State�, F"�c�c�r�ii �r
1�>cal laws or re�;�,�lati�7l�s pursc�atlt her�;to n�ay occu�� c�urin� tl�e; t�erm c7f this E1.�re�r��ent. Any 5�,�ch
tnc�difications are t�o b�; �utc7�lzatic��ll�y it�corp�rated int�7 �t}�is A�;reemei�t with����t wr�itten �u��enc�lment
heretca, and shall b�com� a p4�rt of the Agrce:mcnt an the effectivc d��te specified by the law c�r
rc�guiatian.
C. Fcrut�dation shall n�at�il�y City c�f arry chan�c�s i�n p���sanncl c�r governing k�47�rc�
cotnpositic�n.
Page 4
s:Ale�!aft�>4�r tl�cumcrits\c��ntract��;\IS\s�r�v t��r-d�ntCri7 afi-ic��r� am�rica» �chc�la��sl�ip founduti�n.tJcic
XI. Il'� I7E MNI�� IC ATION
To the exterxt atttharized by law, the Fc>und�tion agrees to indeinnify, holc� harn�less, and c�etei�d
t11e CI�I"Y, its aificers, age»ts, and en�plc>yecs frc�t�� and against aily and all claims c�r suits fc�r injcGries,
darna��e, loss, �r lia�bility c�f' whatev�;r kii7d c�r cl��racter, ari�iri�; au�t c�f or in conn�ctic>n with the�
perform�nce �by the Fouizdat�ion ar tho�e servic�s c�n�tcmplated by this ��rc�e��nent, incll�diz��; al1 such
claiti�:� ar ca�uses of actioi� based tz�on c�n7:m�>n, cc�nstitutianal ar st�atutory law, c�r hased, i�� wl�rale c>r in
pat�t, up�7�n a1le�atio�ns of'liegl�i�;ent c�r int�.nt�ic�nal acts �Ft�o�.u�datic�n, its ofticers, c�mploy�;es, a�,ents,
:�ubccrntractors, lic�ns��s ��c� invitecs.
XII. CONI�LIC,"I' OF IN"i'FR�,S'I'
A. �� ��und�t�ic�n ccyvenants thai X�e�itl��,r it n�>i� arly mer�7ber c7f its �c7vcrniz��; bc�c�y preserltly
has any ix7�te��es�t, dircct or irar�ir�cfi, whicl� w���zld cc7n11ict� in an�y n�ann�;�r c�r de�rr�e witl� t�l��
perfor�ma.nce of s��rvices req�iirc�ci t« lae �c�rf���rt�zed u�sr�cr this Agrc�zn�nt. ���oundatic�n f�.�r�ther
covenatits that in t17� �c*rforn�ance ��t� this A�;recment�, nc� ��rsc�n 17aving sucl� ii�terest shall b�
emplc�yed or a�ppc�int�e.d as a membcr �i its g�crver�aing 1�c>d�y.
B. I�ou�ndation further covenants tl�a�t n� ����;mber of� its �c7vernir��, body �r its staf�f;
subcc�ntractors �r em�lc7yees sl��all pc7ssess at�y inter�st in c�r us�; his/lzer ���sit�i�7n fr�r a�rurpc>se that� is
c7r �;ives th� ap�e��rancc� c��" bein� mativated �y desir� f�or �rivate, gain fc�r hims�i�E%h�rs�;lf, or cathc��•s;
particularly those with which he/she has �family, b��sir7css, or c7thr;r ties.
C. Nc� c,fiiccr, m�;�nber, c7r emplc�yee c7f C�ity and no men�her oF its governing bady wha
�xercises any functic7n c7r r�sp�>nsit�ilities in the r�vicw c�r a�proval oft��e und�rtaking or ���rryin�; caut
c�f this �greeznent shall part��ici�pate in arly ciecisicrn relatin� to th�; ��;reeme,nt which affects his
p�rsc�nal intcrest or the inter�st in any corpc7ratic�n, partn�rsh�ip, �>r association in which hc� lzas c�irect
or i�nt�irect intErest.
XIII. NOf1IC�E
Any n4�tic�; c�r oth�r written instrument rcc��uire� <7r �rc�r�nitt�ci tc7 be ��.liv�red u�1cl�;r th�: t��rms
c�f tl�is A�r�;emc�nt sh�rll l�� d�c�i�nec� ta have bec;n c�eliver�d, w}7�;th�r actually r°eceivc�d o1� nc>t, whe;r7
ciepasitc�d i�z the tJ��it�ed �tatc�s �n�ai1, posta�,�c �pre�aaid, r�gist�;r�;d c7r c�rtifieci, r�tt�ri7 rec�ipt r�qtzestc�d,
c7r via hand-delavery c>r f`acsirt�il�, ac�dr�;sseci tc� F'ourxdatic�r� or City, �s th� cas� may 17e, at t�h�
follc7wing addresses:
F'a�e 5
s:Alegnl\��ur dpcumc;��tw\cr�ntractw\15\s�rv ��,rv<lent�n africar� ramcrican �chr�larship f��ui�ci�itic���.dac
CITY
C�ity ��f� Dento�7, T��xas
Attr�: Ciiy Mana�;er
215 F�;. McKini��y
Denton, TX 76201
l�ax Nc�. 94().349.8596
FO[JNL7EITION
I �arty 1=3addy, Pr�side�7i
Denton African-American Scholarship
Fc�undation, Inc.
P.C7. �3c�x 1217
Deilton, 'l"X 76202
Either party may clzange its mailin�; address by sending notice af` chan�;e of address to the
cath�r at the abc�ve adc�ress l�y certifi�;d rnail, retti�rn rECeipt rec�uested.
XIV. MISC�L;LL�NEtJUS
A. ��aut�dati��z� sl�all not t�ransfer, pleci�� r�r c�tlierwise ��ssign this A�r�ernent r�r any
interest thez�ein, crr any clain7 arising ih�;reuticier t�7 ar�y part�y or parties, bank,lrtist c��t��pdny �7r �ather
financial inst�ituti�7n without thc �r�i��r w�ritten apprc�val c�f C�ity.
E�. I�f�ny provisic�n c7f t�iis Agree�ment is h41d tc> be �invalid, ille�al, or une�Yt�rc�abl�, the
remainin� pravisia�rs s�ha11 r�main i�� f'uCl force and e�tfect as�d continue to cc�nfornl ta th� c�rigirral
intent of both parti�s hereto.
C. Tn no event shall any payment tc� Founc�atian hereunder, or �ny atl�er act or failure c�f
Cit�y ta il�sist in any �7ne or �ticrre insta�nces u�pc�n ihe tern�s anc� conditio�7s af this Agreei�l�nt c�>nsti-
t�ute c7r be construed in any way tc� be a waiv�r by Cit�y o1` any t�reach crf' covenant c>r ci�fault wllich
m�y ihe�z c�r subsec���et�tly be ccrmn�itted by }�c�uY�ciatic�n. Ne�ither shall suck� payment, act, ar �mis�ic�n
in any manner impair or prejudice any right, �ower, privi�lege, ar remedy av��ilab�e ta City ta �:nf'c�rce
its ri�;hts hcreunder, which r�i��l�ts, pow�rs, privil�g��, c�r remedies ar�; alwa�ys sp�eifically pre�ervec�.
No represent�tive c�r a��tzt o�f C�iiy n�ay waive t17c� c�t�fect c7f� this }�rc�vision.
I7. i"his A�r�er�zent, togethc�• vvith ref�r�nced �xhil�its at�d attachr���;nts, coz7stitut�es ih�
�ntire a�;reem�;r�t between thc parties h�retc7, and any pri�r agre�tnent, �sscrtic�n, st�tc�rnc�nt,
undcrstanciin�;, c�r otl�er cc7inniitment c�ccurrin�; durin�; thc tcrm c�f this �1�rc�inE��t c�r subs�c�uent
theret��, have any l��;al �fc�rc� c�r c�fi`ect whatsc�eve�•, ui�less properly c�xecut�� in writii��, a��d if
appra�ri�te, recc�rded ��s an am�r�dment af this Ag�re�n�ent.
�,. 'I°his A�recment sh�11 be int�rpre�t�d in acccrrdance with the la�ws r7fthe St�te �f'�1"ex��
and vcnuc of �ny lit�i�ati�7n cc����cerning tliis Agr�e�ment s1�al�l be i1� a coL�rt �af��cc�i7lpetent j�,�risdic�ion
sitting ir� I�entcrn Cc�unty, Texas.
TN WI'�f'NESS W�IF;Ft:�a;OF�', thc parties do h�r�;by aEf�ix th�ir signat�ures and enter ii�tc> this
Agreetr►cnt as of the day af -- —, 20
CGEC)E�GF; C. CAMP�3ELI_,, CIZ'Y MA1�AC�;R
�'age 6
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��i,�����'�,'�����;
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������ �
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 16-030, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to
execute a purchase order through The Interlocal Purchasing System (TIPS) Cooperative Purchasing Program
Contract #02042315 for the replacement of the roof at the City of Denton Fleet Services building by way of an
Interlocal Agreement with the City of Denton; and providing an effective date (File 6027-awarded to CBS
Mechanical, Inc. in the amount of $445,810).
FILE INFORMATION
This contract is for the replacement of the roof at the Fleet Services building which was installed in 1999 with a
fifteen (15) year warranty. The roof is now out of warranty and is showing signs of failure.
The Facilities Management Department and the City's roofing consultant, Armko Industries, recommend the
replacement by utilizing the Interlocal Purchasing System (TIPS) Cooperative Purchasing Program. Staff also
requested and reviewed proposals from three (3) roofing contractors that could handle a job of this size to
ensure "best value" was being utilized (Exhibit 1). The lowest price quote was submitted by CBS Mechanical,
Inc., a local vendor, in the amount of $445,810 which includes pricing for payment and performance bonds
(Exhibit 2). Therefore, Facilities Management staff recommends awarding the contract to CBS Mechanical,
Inc. This proposed roof replacement includes a twenty (20) year warranty.
PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS)
Council approved an Interlocal Agreement with The Interlocal Purchasing System (TIPS) on May 17, 2011
(Ordinance# 2011-082).
RECOMMENDATION
Staff recommends award to CBS Mechanical, Inc. in the amount of $445,810.
PRINCIPAL PLACE OF BUSINESS
CBS Mechanical Inc.
Denton, TX
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-030, Version: 1
ESTIMATED SCHEDULE OF PROJECT
This project is estimated to be completed within 30 days after Notice to Proceed.
FISCAL INFORMATION
The roof replacement will be funded from Facilities Management Capital Project account number
100189409.1365.40100. Requisition# 127190 has been entered in the Purchasing software system.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area
Related Goal:
EXHIBITS
Organizational Excellence
1.1 Manage financial resources in a responsible manner
E�ibit 1: Proposal Comparison
E�ibit 2: Quote from CBS Mechanical, Inc.
E�ibit 3: Ordinance
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For infortnation concerning this acquisition, contact: Dean Hartley at 349-8243.
City of Denton Page 2 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
EXHIBIT 1
File 6027-Fleet Services Roof Replacement Proposal Tabulation
Tri-Lam Roofing &
CBS Mechanical, Inc Weatherproofing Roof Management
Place of Business Denton, TX Everman Dallas
Base Proposal $445,810.00 $460,500.00 $478,209.00
Payment and
Performance Bond Included Included Included
Proposal Total $445,810.00 $460,500.00 $478,209.00
EXHIBIT 2
Proposal
�; ; "REVISED��
RC74FING SERVICES
A Division of CBS Mechanical, Inc.
>001 WEST UNIVERSITY DRZVF.. DENTON, T'EXAS 7b21�? (940) 387-756R FAX (94Q) 387-3840
Attn: 1?avid Saltsman
PR�POSAL SUBMITTFD 7Y?: PI30NP: DATE:
Citv of Dentan 940-349-1247 December 21, 2QlS
STREET: SOB NAME:
869 S. Woadraw Fleet Services Reroof
C[TY, STATE, AND L[P C4DC: JOB LOCAT70N:
llenton, TX 76205 Denton, TX
T[PS #. YLAtiS 6Y: FAX: E'VIAIL:
2092415 94Q-349-7266
S'de here6y submit s�reeifiue�tians tu�d �tiinates for:
Provide labor, materials and equipment for the followin� per Armko's specifications:
1.� Tear off and remove existing roof systems down to metal deck, ineluding all base flashing and parapet
�va19s thrUU�;hout entire field of roof. NOTE: Unit cost for deck replaeernent is $7.75 per sq. ft.
2.) Ciean and remove all dirt and debris from metal deck.
3.} Meehaslically attach new 3.5" PolyIso per manufacturer's specifications.
4.) FUlly adhere'/�" tapered for crickets between existing primary scuppers using type IV asphalt.
>.) Instali new 25/32 cover board using type IV asphalt per manufacturer's specifications.
6.� I�azlly ac�Yiere two plies of type N felt per .Arinko's requirements using type N asphalt.
7.) Fu]ly aciher� a new Hyload Alproof 45 mil fleeceback white cap sheet using type N asphalt per
tnai�ufacturer's requirements.
$.} Cut out neu� averflow scuppers at every existing primary scupper per Armko's requirements.
9,� Fal�ricate and install all sheetmetal, flashings aud coping cdp per Ai7riko's requirements.
10.) Ciean all trash and debris upon completion of project.
11.) Provicie a�BS Roo�ing Services 2-yeas MRCA contractor's warranty and a 20-year manufactur�r's
warranty.
Base bid: �445,810
It is 2gree.�9 that in azriving at fhe above pricea for labor and m�teriaLS it is concemplated by the parties that the same wi11 be paid ta tha order of CBS Meo6anical, I�na. ak its
place of business In DenSOn, Texus, promptly as �iovided 6exein, and in the event same is not so paid we agrce to pay interest at twelve Q 2%j pen ent on same amounC from i�,
dize date and in tt�e �vent il�ae sainc in coll�t;ted thanugh suit or through and AiTOmey, [he Probate Couzt or Bankruptcy Cou�t, we agre� tc� pay roasonabic colleation expenses,
including but not Iimiced to attorney`s f"ees thereon. If iY becomes necessary to file lien to secure fands under Yhis agreemenY we hereby agree W reimbur�e CBS Maahanival„
Ine. tor expenses incwzed iri tl�c gr�paradon of said lien tl�e sum of $30(1.06, in addition 10 tP�e ioregoing reasonabl� collecrion expenseg, including but not limiYecl Co attoivey's
f�ss.
CSS ME,CHANICAC.. PRC>VIDES COMPRF�EIF.NSIVR GFNE.RAI. L[ABILITY, WORKF.RS COMPENSATION, AUTOMC�BiLE LIABILITY AND EXCESS LIABIL["CY
INSURANCE� COVLRAGE. A CER'PIF'IGATH IS AVA[LABLE ON REQUL'S'C.
ayn�eut to e ma e as o. ows:
PER E.XECUTED CONTRACT DOCUiVIENTS
A matena �s �u.aranteei to � c as specr �°. A. wai to be comp et �n a
wor[unanlrke manner mccnrding Ca swndaz�d piacticac. Any altera�ion or deviation from AUtEIOrIZ@C)
aUO�c pu.ific�tions mvolv'u�g excra r.�sCS witl be executed only npon written orde�s
andwillher,omem�xtin.:harge�verandabovetheesiimate. �JIgC18tUi@: r�� � __.� "' " _
All t�greeinenta eonfingenr� upon strikes, accidents, or delays beyond our connol. J GO �10&t0
(hvuer to carry fire, tornada and <ither necessary insurance. Our wurkem or fully
cos-ered by Workermen'F Camponsation 7nsurance. NOt@: T j�CO�OS�� I112�/ �@ WIt�1C�CaWtl by
us it not accepted withm 3U days.
Accept�ncc c� P�ropasa
The abnve piiue�, np��c;iticuutms smd conditions are satisf'�crory xnd are
hcreby aa;eprted. Yoi� are au[hoiized to cio the wark as spec�ed. Payment
will be made as outlined above. �'JIgC18tUi'$:
�c'1C� 0�
f�cceptance: Signature:
EXHIBIT 3
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
HIS DESIGNEE TO EXECUTE A PURCHASE ORDER THROUGH THE 1NTERLOCAL
PURCHASING SYSTEM (TII'S) COOPERATIVE PURCHASING PROGRAM
CONTRACT#02042315 FOR THE REPLACEMENT OF THE ROOF AT THE CITY OF
DENTON FLEET SERVICES BUILDING BY WAY OF AN 1NTERLOCAL AGREEMENT
WITH THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 6027-
AWARDED TO CBS MECHANICAL, INC. IN THE AMOUNT OF $445,810).
WHEREAS, pursuant to Ordinance 2011-082, The Interlocal Purchasing System
Program 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 Interlocal Purchasing System 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 L 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
6027 CBS Mechanical, Inc. $445,810
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 Interlocal Purchasing
System 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 Interlocal
Purchasing System Program 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 Interlocal Purchasing System 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,
EXHIBIT 3
conditions, specif'ications and standards contained in the Proposal submitted to The Interlocal
Purchasing System Program, 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 6027 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 , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
���.�-,. __ �'�'�" /�
BY:
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-031, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance ratifying the expenditure of funds by the City Manager for the emergency
purchase and installation of electrical wiring, fixtures, appliances, drywall and associated repairs for the Denton
Municipal Electric and Facilities Management project located at 1224 North Bonnie Brae Street, Denton, Texas
and in accordance with provisions of Section 252.022 of the Local Government Code exempting such
purchases from requirements of competitive bidding; and providing an effective date (File 6023-awarded to
Harvest Construction Team, Inc. in the amount of $58,175).
FILE INFORMATION
Denton Municipal Electric acquired a residential structure located at 1224 North Bonnie Brae Street as part of
the Hickory Street Substation expansion process. The Hickory Street Substation project resulted in the
displacement of a citizen, Mr. Joe Rivas, which in turn required the City to provide assistance in finding decent,
safe, and sanitary living accommodations for Mr. Rivas. It was then determined that the house located at 1224
North Bonnie Brae Street could be repaired and remodeled to meet the Americans with Disability Act (ADA)
requirements for a wheelchair bound person and to bring the house in to compliance with building codes, and
subsequently sold to Mr. Rivas. These services are also required to comply with Federal Uniform Assistance
and Real Property Acquisition Policies Act of 1970. A memo from the City's contracted right-of-way
acquisition firm, Sendero Acquisitions, LP, provides a detailed description of the relocation process involving
Mr. Rivas (Exhibit 1).
The Facilities Management Department opted to serve as the general contractor for the improvement project, in
order to accomplish the project quickly and save some overhead costs. As each trade was estimated to be
below SOk, informal quotes were obtained in accordance with City and State requirements. Quotes were
obtained after a walk through with the interested firms, with Harvest Construction Team, Inc. (Harvest)
submitting the lowest price. On October 30, 2015, Purchase Order 174706 was issued to Harvest in the amount
of $47,280 to make repairs, upgrade fixtures, install appliances, and repair drywall.
On November 1 l, 2015, it was determined by the Facilities Management Department along with Mark McCoy
(Engineer with Freese and Nichols, Inc.) that additional construction wark would need to be performed at 1224
N Bonnie Brae St. The repairs were unknown previously, and only discovered after wark had commenced
onsite. Harvest provided pricing for the additional repairs at a cost not to exceed $10,895 which included the
following work:
• Plumbing repairs. The building drain pipes below slab would not hold a water test and had
City of Denton Page 1 of 3 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-031, Version: 1
been leaking for some time. After talking with Olshan Foundation Repair, it was determined
that repairs needed to be made to the drain lines in order to maintain the warranty on the
foundation repairs. The plumbing repairs consisted of saw cutting the slab, installing new drain
lines, opening up wall in kitchen, bathrooms, and laundry areas in order to connect the drains to
the existing vents inside the walls.
• Drywall repairs. While performing electrical repairs, the drywall in all of the interior/exterior
walls were damaged by the electricians. The electricians had to cut out sections of the dry wall
in order to gain access to the switches and receptacles. In addition, all inside switches had to be
lowered for ADA accessibility, therefore requiring the electricians to cut holes in additional
areas. After removing some of the ceiling tiles where the ceiling was uneven, it was determined
that the prior installation of drywall was lacking the minimum amount of screws required by the
Building Code. Facilities staff made the decision to remove all of the ceiling tiles, add the
required drywall screws, tape, bed, texture, and paint all of the ceilings. This was not included in
the original bid.
� Water damage. While performing the removal of the remaining paneling inside the house, it
was discovered that some of the drywall behind the paneling was water damaged and would
need to be replaced.
• Electrical Work. All of the wiring inside the house had to be brought up to the 2011 National
Electric Code (NEC) standards to include new arc fault and GFCI circuits.
The total cost of the repairs performed by Harvest Construction Team, Inc. is $58,175, which requires formal,
competitive bidding by State Law, unless an exemption can be allowed. This additional construction wark was
authorized immediately on-site, to meet the project schedule and because Harvest Construction Team, Inc. is
listed on Building Permit #1510-0239. By having Harvest complete the necessary additional repairs, the City
avoids any conflict that might arise by having two different contractors warking on similar construction at the
same address. A Declaration of Emergency form was completed, and approved by the City Manager to provide
for an exemption to the competitive bid requirements. All necessary repairs have now been completed to make
the home ADA compliant to meet Mr. Rivas' needs.
In accordance with the provisions of the Texas Local Government Code 252.022(a) (3), this repair is exempt
from the standard competitive requirements, because of unforeseen damage to public machinery, equipment or
other property.
RECOMMENDATION
Approve the emergency purchase and installation of additional drywall repair/painting and other construction
for Denton Municipal Electric and Facilities Management project at located 1224 N Bonnie Brae from Harvest
Construction Team, Inc. in the amount of $58,175.
PRINCIPAL PLACE OF BUSINESS
Harvest Construction Team, Inc.
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
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File #: ID 16-031, Version: 1
The project will be completed by January 15, 2016.
FISCAL INFORMATION
This emergency repair was funded from Electric Capital Project account 603234500.1360.3500. Purchase
Order 174706 was issued on October 30, 2015 in the amount of $47,280, a change order in the amount of
$10,895 was submitted on November 1 l, 2015 increasing the total purchase order amount to $58,175.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal: 4.3
community
EXHIBITS
Safe, Liveable & Family-Friendly Community
Provide quality, diverse, and accessible neighborhood services for the
Exhibit l: Memo from Sendero Acquisitions, LP
Exhibit 2: Emergency Declaration Form and Backup
Exhibit 3: Ordinance
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Zac Loiselle at 349-7732.
City of Denton Page 3 of 3 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
MEMORANDUM
TO: Ciry of Denton
Materials Management and Purchasing
COPY: File
EXHIBIT 1
FROM:
DATE:
SUBJECT:
Kristen Bennett, R/W-RAC
December 18, 2015
Ciry of Denton/DME
Hickory Substation
1224 Bonnie Brae
Construction Costs
��G������ , �
Acyuisitions, LP �,
6'
P.O. Box 5848
Abilene, Texas 79608
Tel: 325.672.5540
Fax: 325.672.5549
The Hickory Substation project is causing the displacement of Mr. Joe Rivas. Mr. Rivas is a 47 year old male with cerebral
palsy. He has very limited use of his arms and is unable to walk. He is in a wheelchair.
According to City of Denton Ordinance No. 2012-073, Section 1: Tbe City of Denton .rball j�rovide relocation advi.rory .rervice.r for
an individual, a falnily, a bu.rine.r.r concern, a farncing or rancbing operation, or a non jprofit organi�ation entitled to .rucb .rervice.r, a.r pre.rcrzbed
by tbe Fedzral Unifornc Belocation A.r.ri.rtance and Beal Proj�erty Acqui.rition Policie.r Act of 9970, 42 U.S.C.A. 4609, et .req., and
regulation.r j�rolnulgated j�ur.ruant tbereto (49 CFI� �' 24.9-24.603�, a.r eacb inay be alnended froln tilne to tilne (tbe `�'ederal Act'�, in
connection zvitb tbe City.r acqui.rition.r of real j�roj�erty intere.rt.r related to a Project. The relocation advisory services to be
provided shall be in conformity with the Federal Act.
In accordance with The Uniform Act of Relocation Assistance and Real Property Acquisition Policies Act of 1970*, Mr.
Rivas must be provided assistance in finding decent, safe and sanitary living accommodations. For Mr. Rivas, in order to
be considered decent, safe and sanitary, the home must also be wheelchair accessible, in accordance with URA and ADA
standards.
�Section 24.2(a�(8� Decent, safe, and sanitary dwelling. Tbe ternc decent, .rafe, and .ranitary dzvelling lnean.r a dzvelling
zvbicb ineet.r local bou.rin� and occupancy code.r. Hozveve�„ any of tbe follozvin� .rtandard.r zvbicb are not lnet by tbe local code .rball apply
unle.r.r zvaived forgood cau.re by tbe Federal Agency funding tbe j�roject. Tbe dzvelling .rball.•
(i� Be .rtructurally .round, zveatber tigbt, and in good repair;
(ii� Contain a.rafe electrzcal zvirzng y.rteln adequate for ligbting and otber device.r;
(iii) Contain a beatin� .ry.rteln capable of .ru.rtainin� a bealtbful tenzperature (of approxilnately 70 de�ree.r) for a di.rplaced
j»er.ron, except in tbo.re area.r zvbere local clilnatic condition.r do not require .rucb a.ry.rteln;
(iv) Be adequate in .ri�e zvitb re.rpect to tbe nulnber of rooln.r and area of livin� .rpace needed to accolnlnodate tbe di.rplaced
per.ron. Tbe nulnber of per.ron.r occupying eacb babitable rooln u.red for .rleeping purpo.re.r .rball not exceed tbat perncitted by
local bou.rin� code.r o�„ in tbe ab.rence of local code.r, tbe policie.r of tbe di.rplacin� A�ency. In addition, tbe di.rplacin� A�ency
.rball follozv tbe requirelnent.r for .reparate bedrooln.r for cbildren of tbe oj�po.rite gender included in local bou.ring code.r or in tbe
ab.rence of local code.r, tbe j�olicie.r of .rucb Agencie.r;
(v� Tbere .rball be a.reparate, zvell ligbted and ventilated batbrooln tbat j�rovide.r j�rzvacy to tbe u.rer and contain.r a.rink,
batbtub or .rbozver .rtall, and a toilet, all in �ood zvorkin� order and properly connected to approprzate .rource.r of zvater and to
a.rezvage drainage y.rteln. In tbe ca.re of a bou.rekeeping dzvelling tbere .rball be a kitcben area tbat contain.r a fully u.rable
.rink, properly connected to potable bot and cold zvater and to a.rezva�e draina�e .ry.rteln„ and adequate .rpace and utility .rervice
connection.r for a.rtove and refrzgerator;
(vi� Contain.r unob.rtructed egre.r.r to .rafe, oj�en .rpace atground level,• and
EXHIBIT 1
— 2 — December 22, 2015
(vii� For a di.rplaced j»er.ron zvitb a di.rability, be free of any bar�rzer.r zvbicb zvould j�reclude rea.ronable ingre.r.r, egre.r.r, or u.re of
tbe dzvelling by .rucb di.rplaced j»er.ron. (See aj�pendixA, �'24.2(a�(8�(vii�.�
*Section 24.2(a)(8)(vii) Reasonable accommodation of a displaced person with a disability at tbe replacelnent
dzvelling lnean.r tbe Agency i.r required to addre.r.r per.ron.r zvitb a pby.rical ilnpairncent tbat .rub.rtantially Zilnit.r one or lnore of tbe
lnajor Z'fe activitie.r. In tbe.re .rituation�; rea.ronable accolnlnodation.r .rbould include tbe follozving at a lninilnuln: Door.r of adzquate
zvidtl�„ ralnp.r or otber a.r.ri.rtance device.r to traver.re .rtair.r and acce.r.r batbtub�; .rbozver .rtall.r, toilet.r and .rink.r; .rtorage cabinet.r, vanitie�;
.rink and lnirror.r at approprzate beigbt.r. Ki'tcben accolnlnodation.r zvill includz .rink.r and .rtorage cabinet.r built to approprzate beigbt.r
for acce.r.r. Tbe Agency .rball al.ro con.ridzr otber iteln.r tbat lnay be nece.r.rary, .rucb a.r j�by.rical lnodification to a unit, ba.red on tbe
di.rplaced j�er.rons need.r.
Because of his disability, Mr. Rivas was not able to find a suitable rental property that would pass as decent, safe and
sanitary, nor was he able to find a property owner that would allow construction to make the home wheelchair accessible.
Therefore, the City of Denton has provided Mr. Rivas the opportunity to purchase a home that was in the possession of
the City. This home required extensive repairs in order to meet the ADA requirements for a person in a wheelchair. In
addition, other repairs were necessary to comply with the decent safe and sanitary requirements, including asbestos
abatement, foundation and roof repairs.
During the construction process, additional obstacles were encountered that would require additional work to ensure that
the home is decent, safe, and sanitary. Under the The Uniform Act of Relocation Assistance and Real Property
Acquisition Policies Act of 1970*, the agency shall go above and beyond the typical requirements in order to accommodate
any displacees facing unusual and extraordinary circumstances in order to provide sufficient replacement housing. The
following is an excerpt from the Uniform Act, with pertinent information in bold font:
*Section 24.404 Replacernent housing of last resort.
(a) Determination to provide replacement housing of last resort. Whenever a prograrn or project cannot
proceed on a tirnely basis because cornparable replacernent dwellings are not available within the
rnonetary lirnits for owners or tenants, as specified in �24.401 or �24.402, as appropriate, the Agency shall
provide additional or alternative assistance under the provisions of this subpart. Any decision to provide
last resort housing assistance rnust be adequately justified either:
(1) On a case-by-case basis, for good cause, which means that appropriate consideration has been given to:
(i) The availability of comparable replacement housing in the program or project area;
(ii) The resources available to provide comparable replacement housing; and
(ui) The individual circurnstances of the displaced person, or
(2) By a determination that:
(i) There is little, if any, comparable replacement housing available to displaced persons within an entire program
or project area; and, therefore, last resort housing assistance is necessary for the area as a whole;
(ii) A program or project cannot be advanced to completion in a timely manner without last resort housing
assistance; and
(iii) The method selected for providing last resort housing assistance is cost effective, considering all elements,
which contribute to total program or project costs.
(b) Ba.ric rigbt.r of j�er.ron.r to be di.rplaced.. Notwithstanding any provision of this subpart, no person shall be required
to move from a displacement dwelling unless comparable replacement housing is available to such person. No
person may be deprived of any rights the person may have under the Uniform Act or this part. The Agency shall
not require any displaced person to accept a dwelling provided by the Agency under these procedures (unless the
Agency and the displaced person have entered into a contract to do so) in lieu of any acquisition payment or any
relocation payment for which the person may otherwise be eligible.
(c) Methods of providing comparable replacement housing. Agencies shall have broad latitude in
irnplernenting this subpart, but irnplernentation shall be for reasonable cost, on a case-by-case basis
unless an exception to case-by-case analysis is justified for an entire project.
EXHIBIT 1
— 3 — December 22, 2015
(1) The rnethods of providing replacernent housing of last resort include, but are not lirnited to:
(i) A replacernent housing payrnent in excess of the lirnits set forth in �24.401 or �24.402. A replacernent
housing payrnent under this section rnay be provided in installrnents or in a lurnp surn at the Agency's
discretion.
(u) Rehabilitation of and/or additions to an existing replacernent dwelling.
(iii) The construction of a new replacement dwelling.
(iv) The provision of a direct loan, which requires regular amortization or deferred repayment. The loan may be
unsecured or secured by the real property. The loan may bear interest or be interest-free.
(v) The relocation and, if necessary, rehabilitation of a dwelling.
(vi) The purchase of land and/or a replacernent dwelling by the displacing Agency and subsequent sale
or lease to, or exchange with a displaced person.
(vii) The rernoval of barriers for persons with disabilities.
(2) Under special circumstances, consistent with the definition of a comparable replacement dwelling, modified
methods of providing replacement housing of last resort permit consideration of replacement housing based on
space and physical characteristics different from those in the displacement dwelling (�-ee appendix A, �24.404(c)),
including upgraded, but smaller replacement housing that is decent, safe, and sanitary and adequate to
accommodate individuals or families displaced from marginal or substandard housing with probable functional
obsolescence. In no event, however, shall a displaced person be required to move into a dwelling that is not
functionally equivalent in accordance with �24.2(a)(6)(ii) of this part.
(3) The Agency shall provide assistance under this subpart to a displaced person who is not eligible to receive a
replacement housing payment under ��24.401 and 24.402 because of failure to meet the length of occupancy
requirement when comparable replacement rental housing is not available at rental rates within the displaced
person's financial means. (See �24.2(a)(6)(viii)(C).) Such assistance shall cover a period of 42 months.
Therefore, it is the recommendation of the preparing agent that the amount exceeding $50,000 in construction costs be
approved for payment to Ha�rvest Construction Team, Ina If any further information is needed, please advise.
EXHIBIT 2
c�u�r�
,,,,,, Declaration of an Emergency
rae
Vendor: Harvest Construction
Commodity/Service: Installation of drywall
Estimated expenditure for the above commodity or service: $ 10,895
a
File #:
Requisition #:
Date: . _,_ 12/l l l "Q�.15.......,,,.
174706
Initial all entries below that apply to the proposed purchase, under the Purchasing Procedures as
passed by City Council. (More than one entry may apply.)
�I �� __ Emergency situations, including procurements necessary to protect the public health
,�. or safety or�in response to a public calamity;
2. �__ A procurement necessary because of unforeseen damage to public equipment,
machinery, or other property;
Brief Description/Justification for exception:
On October 7, 2015 I sent an email out to Schmoldt Construction, Harvest Construction, and
Caliber Construction requesting a meeting on site for proposal requests. Only Harvest and
Caliber attended the onsite walk through. I received two proposals for the project Harvest's
proposal was submitted at $47,280 and Caliber's proposal was $49,663 excluding Alternate 1&2.
On November 11, 2015 it was determined by the Facilities Management Department along with
Mark McCoy (DME's Project Engineer) that additional drywall work would need to be
performed at 1224 N Bonnie Brae St. The repairs are required due to the unforeseen issues and
code violations that were discovered during the construction process.
While performing plumbing repairs it was determined that the building drain pipes below slab
would not hold a water test and had been leaking for some time. After talking with Olshan
Foundation Repair it was determined that we need to make repairs to the drain lines in order to
maintain our warranty on the foundation repairs. The plumbing repairs consisted of saw cutting
the slab, installing new drain lines, opening up wall in kitchen, bathrooms, and laundry areas in
order to connect the drains to the existing vents inside the walls.
While performing electrical repairs the drywall in all the interior/exterior walls were damaged
due to the electricians having to cut out sections in order to gain access to the switches and
receptacles. All switches had to be lowered inside for ADA accessibility requiring the
electricians to cut holes in more areas. All the wiring inside the house had to be brought up to
the 2011 NEC standards to include new arc fault and GFCI circuits.
While performing the removal of the remaining paneling inside it was discovered that some of
the drywall behind the paneling was water damaged and would need to be replaced. It was also
determined after removing some of the ceiling tiles where the ceiling was uneven and that the
prior installation of drywall was lacking the minimum amount of screws required by the building
code. We then made a decision to remove all the ceiling tiles, add the required drywall screws,
and tape, bed, texture and paint all the ceilings (this was not included in the original bid).
EXHIBIT 2
This construction was authorized to move forward without soliciting the 3 required proposals
due to the fact that Harvest Construction is listed on the already issued building permit (1510-
0239) and we have a tight schedule to complete this project for a citizen by the end of December.
By having Harvest Construction complete the necessary drywall repairs the City avoids any
conflict that might arise by having two different contractors working on similar construction at
the same address.
In accordance with the provisions of the Texas Local Government Code 252.022(a) (3), this
repair is exempt from the standard competitive requirements, because of unforeseen damage to
public machinery, equipment or other property.
Respectfully Submitted by,
���
� ������ - _ . . �.�° � "��
�: l:. Director Date
k
Rev' wed by: Reviewed By:
� �� �
�,,��
�Z� �5 �'�';�� ��'��
,� .
Z � ,. � a
� �~" �, � � ����.��'. ,,,,�"
� • .� w g �� � ,,,..
Elton Brockmmmmmmmm Date Anrta Bur ess �)��1.�
Purchasing Manager ��'� City Attorney
Approved by:
,.
m�:��� � . . �
�.
�°' °� � �
� � �� �� � � � M ��.
� ,.,,�to,,, � �' � � � � y�,
� �" ���r, �e� �� �� �,�.� � �
�.,�����;�� Campbell Date
City Manager
This form must be attached to a purchase requisition if the expenditure is under $50,000.
This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds
$50,000.
EXHIBIT 2
Harvest Construction Team, Inc.
1210 Duncan St. Suite D-i
Denton, TX 76205
City of Denton
Zackery Loiselle
215 E. McKinney St.
Denton, TX 76201
HUB Certificate VID
Number
1752739252000
ESTIMATE
ESTIMATE #
2168
DATE: 10/13/2015
PROJECT
P.O. NO.
DME
PLEASE SIGN AND DATE IF ACCEPTED. THANK YOU Signature
Phone # Fax # E-mail
940-243-2429 940-380-1089 pat.pharrC�verizon.net
EXHIBIT 2
Harvest Construction Team, Inc.
1210 Duncan St. Suite D-1
Denton, TX 76205
HUB Certificate VID
Number
1752739252000
City of Denton
Zackery Loiselle
215 E. McKinney St.
Denton, TX 76201
ESTIMATE
ESTIMATE #
2174
DATE: 11 / 11 /2015
L
PROJECT
P.O. N0.
Existing Dwelling
PLEASE SIGN AND DATE IF ACCEPTED. THANK YOU Signature
Phone # Fax # E-mail
940-243-2429 940-380-1089 pat.pharrC�verizon.net
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EXHIBIT 3
ORDINANCE NO.
AN ORDINANCE RATIFYING THE EXPENDITURE OF FUNDS BY THE CITY
MANAGER FOR THE EMERGENCY PURCHASE AND 1NSTALLATION OF
ELECTRICAL WIRING, FIXTURES, APPLIANCES, DRYWALL AND ASSOCIATED
REPAIRS FOR THE DENTON MUNICII'AL ELECTRIC AND FACILITIES
MANAGEMENT DEPARTMENT PROJECT LOCATED AT 1224 N BONNIE BRAE 1N
ACCORDANCE WITH PROVISIONS OF SECTION 252.022 OF THE LOCAL
GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF
COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6023-
AWARDED TO HARVEST CONSTRUCTION TEAM, INC. IN THE AMOUNT OF $58,175).
WHEREAS, state law and ordinance require that certain contracts requiring an
expenditure or payment by the City in an amount exceeding $50,000 be by competitive bids,
except in the case of public calamity where it becomes necessary to act at once to appropriate
money to relieve the necessity of the citizens of the city, or in case of unforeseen damage to
public property, machinery or equipment or where the procurement is necessary to preserve or
protect the public health or safety of the city's residents under Section 252 of the Local
Government Code; and
WHEREAS, the City Manager has recommended to the City Council that it is necessary
to purchase goods or services due to the following emergency conditions outlined in the
memorandum attached hereto, incorporated herein by reference; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION L The City Council hereby determines that there is a public calamity that
makes it necessary to act at once to appropriate money to relieve the necessity of the citizens of
the city, or to provide for unforeseen damage to public property, machinery or equipment, or to
preserve or protect the public health or safety of the city's residents and by reason thereof, the
following emergency purchases of materials, equipment, supplies or services, as described in the
"Purchase Orders" referenced herein and on file in the office of the Purchasing Agent, are hereby
approved:
FILE NUMBER VENDOR AMOUNT
6023 Harvest Construction Team, Ina $58,175
SECTION 2. Because of such emergency, the City Manager or designated employee is
hereby authorized to purchase the materials, equipment, supplies or services as described in the
Purchase Order on file in the office of the Purchasing Agent, and to make payment therefore in
the amounts therein stated, such emergency purchases being in accordance with the provisions of
state law exempting such purchases by the City from the requirements of competitive bids.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 6023 to the City Manager of the City of Denton, Texas, or his designee.
EXHIBIT 3
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�'�-�"��'� ,�
BY_
c�u�r�
,,,,,, Declaration of an Emergency
rae
Vendor: Harvest Construction
Commodity/Service: Installation of drywall
Estimated expenditure for the above commodity or service: $ 10,895
a
File #:
Requisition #:
Date: . _,_ 12/l l l "Q�.15.......,,,.
174706
Initial all entries below that apply to the proposed purchase, under the Purchasing Procedures as
passed by City Council. (More than one entry may apply.)
�I �� __ Emergency situations, including procurements necessary to protect the public health
,�. or safety or�in response to a public calamity;
2. �__ A procurement necessary because of unforeseen damage to public equipment,
machinery, or other property;
Brief Description/Justification for exception:
On October 7, 2015 I sent an email out to Schmoldt Construction, Harvest Construction, and
Caliber Construction requesting a meeting on site for proposal requests. Only Harvest and
Caliber attended the onsite walk through. I received two proposals for the project Harvest's
proposal was submitted at $47,280 and Caliber's proposal was $49,663 excluding Alternate 1&2.
On November 11, 2015 it was determined by the Facilities Management Department along with
Mark McCoy (DME's Project Engineer) that additional drywall work would need to be
performed at 1224 N Bonnie Brae St. The repairs are required due to the unforeseen issues and
code violations that were discovered during the construction process.
While performing plumbing repairs it was determined that the building drain pipes below slab
would not hold a water test and had been leaking for some time. After talking with Olshan
Foundation Repair it was determined that we need to make repairs to the drain lines in order to
maintain our warranty on the foundation repairs. The plumbing repairs consisted of saw cutting
the slab, installing new drain lines, opening up wall in kitchen, bathrooms, and laundry areas in
order to connect the drains to the existing vents inside the walls.
While performing electrical repairs the drywall in all the interior/exterior walls were damaged
due to the electricians having to cut out sections in order to gain access to the switches and
receptacles. All switches had to be lowered inside for ADA accessibility requiring the
electricians to cut holes in more areas. All the wiring inside the house had to be brought up to
the 2011 NEC standards to include new arc fault and GFCI circuits.
While performing the removal of the remaining paneling inside it was discovered that some of
the drywall behind the paneling was water damaged and would need to be replaced. It was also
determined after removing some of the ceiling tiles where the ceiling was uneven and that the
prior installation of drywall was lacking the minimum amount of screws required by the building
code. We then made a decision to remove all the ceiling tiles, add the required drywall screws,
and tape, bed, texture and paint all the ceilings (this was not included in the original bid).
This construction was authorized to move forward without soliciting the 3 required proposals
due to the fact that Harvest Construction is listed on the already issued building permit (1510-
0239) and we have a tight schedule to complete this project for a citizen by the end of December.
By having Harvest Construction complete the necessary drywall repairs the City avoids any
conflict that might arise by having two different contractors working on similar construction at
the same address.
In accordance with the provisions of the Texas Local Government Code 252.022(a) (3), this
repair is exempt from the standard competitive requirements, because of unforeseen damage to
public machinery, equipment or other property.
Respectfully Submitted by,
���
� ������ - _ . . �.�° � "��
�: l:. Director Date
k
Rev' wed by: Reviewed By:
� �� �
�,,��
�Z� �5 �'�';�� ��'��
,� .
Z � ,. � a
� �~" �, � � ����.��'. ,,,,�"
� • .� w g �� � ,,,..
Elton Brockmmmmmmmm Date Anrta Bur ess �)��1.�
Purchasing Manager ��'� City Attorney
Approved by:
,.
m�:��� � . . �
�.
�°' °� � �
� � �� �� � � � M ��.
� ,.,,�to,,, � �' � � � � y�,
� �" ���r, �e� �� �� �,�.� � �
�.,�����;�� Campbell Date
City Manager
This form must be attached to a purchase requisition if the expenditure is under $50,000.
This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds
$50,000.
Harvest Construction Team, Inc.
1210 Duncan St. Suite D-i
Denton, TX 76205
City of Denton
Zackery Loiselle
215 E. McKinney St.
Denton, TX 76201
HUB Certificate VID
Number
1752739252000
ESTIMATE
ESTIMATE #
2168
DATE: 10/13/2015
PROJECT
P.O. NO.
DME
PLEASE SIGN AND DATE IF ACCEPTED. THANK YOU Signature
Phone # Fax # E-mail
940-243-2429 940-380-1089 pat.pharrC�verizon.net
Harvest Construction Team, Inc.
1210 Duncan St. Suite D-1
Denton, TX 76205
HUB Certificate VID
Number
1752739252000
City of Denton
Zackery Loiselle
215 E. McKinney St.
Denton, TX 76201
ESTIMATE
ESTIMATE #
2174
DATE: 11 / 11 /2015
L
PROJECT
P.O. N0.
Existing Dwelling
PLEASE SIGN AND DATE IF ACCEPTED. THANK YOU Signature
Phone # Fax # E-mail
940-243-2429 940-380-1089 pat.pharrC�verizon.net
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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 16-032, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a
Professional Services Agreement for professional engineering and consulting services related to the City of
Denton Municipal Solid Waste Landfill and Recycling Facilities; providing for the expenditure of funds
therefor; and providing an effective date (File 6014-awarded to Parkhill Smith and Cooper in the annual
amount of $150,000 for a three (3) year not-to-exceed amount of $450,000). The Public Utilities Board
recommends approval (7-0).
FILE INFORMATION
Through this Agreement, Parkhill Smith and Cooper will provide general engineering services including the
design and development of solid waste projects, support for registration, permitting, and other actions required
by the Texas Commission on Environmental Quality (TCEQ), and also assistance with preparing specifications
for RFP solicitations.
The Solid Waste Department has utilized current Parkhill Smith and Cooper (PSC) staff on previous solid
waste projects including its most recent municipal Solid Waste Permit Amendment for the Landfill facility.
Therefore, PSC staff is familiar with City of Denton issues regarding the TCEQ permit registration process,
department operational practices, and the City's landfill construction activities and provides the best value for
the City. In accordance with Texas Local Government Code 252.022, the procurement of professional services
is exempt from the requirement of competition based selection.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On December 14, 2015, the Public Utilities Board (PUB) recommended approval to forward this item to the
City Council for consideration.
RECOMMENDATION
Approve a Professional Service Agreement with Parkhill Smith and Cooper in the annual amount of $150,000
for a three (3) year not-to-exceed amount of $450,000.
PRINCIPAL PLACE OF BUSINESS
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-032, Version: 1
Parkhill Smith and Cooper
Frisco, TX (Division of Corporate Offices located in Lubbock, TX)
ESTIMATED SCHEDULE OF PROJECT
The initial term of this contract is for one (1) year with options to renew for two (2) additional one year periods
through January 5, 2019.
FISCAL INFORMATION
These services will be funded from Solid Waste capital account 660067595.1360.30100. Requisition#127039
has been entered in the Purchasing software system,
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
EXHIBITS
Public Infrastructure
1.1 Manage financial resources in a responsible manner
Exhibit l: Public Utility Board Draft Minutes
Exhibit 2: Ordinance
Exhibit 3: Contract
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 12/31/2015
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EXHIBIT 1
DRAFT MINUTES
PUBLIC UTILITIES BOARD
December 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, December 14, 2015 at 9:04 a.m. in the Council Chambers at the City of Denton City
Hall, 215 E. McKinney Street, Denton, Texas.
Present: Chair Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia
Bynum, Charles Jackson, Brendan Carroll and Susan Parker
Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities
OPEN MEETING
CONSENT AGENDA
B. PUB15-070 Consider recommending approval of a Professional Services Agreement between
Parkhill Smith & Cooper (PSC) and the City of Denton Solid Waste & Recycling Department
for PSC to provide annual professional and engineering services for fiscal years 2015-16
through fiscal year 2017-18, in an annual amount of $150,000, with a three year total not to
exceed amount of $450,000. (PSA 6014)
Attachments: Exhibit 1- Municipal Solid Waste Enqineerinq Services Proposal
Exhibit 2- PSC Hourlv Rate Schedule
Board Member Gallivan would like more information in the back up regarding how
much has money been used in previous contracts.
Motion to approve was made by Board Gallivan with a second from Board Member
Parker. Vote 7-0 approved.
Adjournment 12:17 p.m.
EXHIBIT 2
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR
PROFESSIONAL ENGINEERING AND CONSULTING SERVICES RELATED TO THE CITY
OF DENTON MUNICIPAL SOLID WASTE LANDFILL AND RECYCLING FACILITIES;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (FILE 6014-AWARDED TO PARKHILL SMITH AND COOPER IN THE
ANNUAL AMOUNT OF $150,000 FOR A THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF
$450,000).
WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is
being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION L The City Manager is hereby authorized to enter into a professional service
contract with Parkhill smith and Cooper, to provide professional engineering and consulting services
for the City of Denton Landfill and Recycling facilities, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under File 6014 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of ,2016.
CHRIS WATTS, MAYOR
EXHIBIT 2
ATTEST
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
������ ��
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
(FILE 6014)
THIS AGREEMENT is made and entered into on , by and between
the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street,
Denton, Denton County, Texas 76201, hereinafter called "Owner" and PARKHILL SMITH & COOPER, with
its corporate office at 4222 85TH STREET, LUBBOCK, TEXAS 79423 hereinafter called "Design
Professional," acting herein, by and through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as
follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an
independent contractor. The Design Professional hereby agrees to perform the services as described herein and
in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section
3, in connection with the Project. The Project shall include miscellaneous assignments related to the
development of facilities and projects in the City's Solid Waste and Recycling Services Department. Services
are to include, but are not limited to Investigations, Planning, State and Federal Permitting, Material
Investigation and Testing, Design, Bidding assistance, and Construction Administration. Vertical construction
services are excluded, except for Civil Engineering Design Services.
Page 1
FILE 6014 — Parkhill Smith & Cooper
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
SECTION 2
COMPENSATION
The Owner shall compensate the Design Professional as follows:
2.1 BASIC SERVICES
For Basic Services the total compensation shall not exceed $450,000.
2.2 ADDITIONAL SERVICES
See fee schedule, included in Exhibit A These services shall be included in the not-to-exceed amount above.
2.3 REIMBURSABLE EXPENSES
Reimbursable Expenses shall be included in the not-to-exceed amount above.
Page 2
FILE 6014 — Parkhill Smith & Cooper
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
SECTION 3
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are attached hereto and
made a part hereof by reference as if fully set forth herein:
City of Denton General Conditions to Agreement for Architectural or Engineering Services.
2. Exhibit A— Proposal from Parkhill Smith & Cooper, dated November 2, 2015.
Exhibit B— Conflict of Interest Questionnaire
This Agreement is signed by the parties hereto effective as of the date first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DocuSigned by:
BY: .�DIA,tn, �.i�
CS21996C2A28439...
CITY OF DENTON
:
GEORGE C. CAMPBELL
CITY MANAGER
PARKHILL SMITH & COOPER, INC.
Docu5igned by:
BY:
��-�I�
Authorized Signature
Page 3
FILE 6014 — Parkhill Smith & Cooper
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
CITY OF DENTON
GENERAI, CONDITIONS
TO
AGREEMENT FOR ARCHITECTLJRAI, OR ENGINEERING SERVICES
ARTICLE 1. ARCHTI'ECT OR ENGINEER'S RESPONSIBILITIES
1.1 The Architect or En�neer's services consist of those services for the Project (as defined in the agreement (the "AgreemenY� and proposal (the "ProposaP') to which these
General Conditions are attached) performed by the Architect or En�neer (hereinafter called the "Design Professional'� or Design Professional's employees and consultants as
enutnerated in Articies 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services").
L2 The Design Professional will perfonn all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the saine locality under siinilar conditions, including reasonable, infonned judginents and prompt tnnely
actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderiy progress of the Project.
Upon request of the Owner, the Design Professional shall subinit for the Owner's approval a schedule for the perfonnance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of subinissions by authorities having jurisdiction over the Project.
Time liinits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjushnents to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFIlVED The Design ProfessionaPs Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and inciude
without liinitation nonnal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to praluce a complete and accurate set of
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written prograin for the Project to ascertain Owner's needs and to establish the
requirements for the Project.
2.2.2 The Design Professional shall provide a prelnninary evaluation of the Owner's prograin, construction schedule and construction budget requirements, each in
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner altemative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon prograin, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, cales and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliinivary detailed estimate of Conshuction Cost based on current area, volume or other unit costs and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the perial of time from the
coimnencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustrnents authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to architechual, shuchual, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, statutes, ordinances, cales and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the puiposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjushnents to the preliinivary estimate of Conshuction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustrnents in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the conshuction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement infonnation, bidding or procurement fonns, the
Conditions of the contract, and the fonn of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjushnents to previous prelimniary estimates of Conshuction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governinental
authorities having jurisdiction over the Project.
2S CONSTRUCTION CONTRACT PROCiJREMENT
Page 4
FILE 6014 — Parkhill Smith & Cooper
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
2.5.1 The Design Professional, following the Owner's approval of the Conshuction Documents and of the latest preliinivary detailed estimate of Conshuction Cost,
shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
liinitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
the sole discretion of the Owner.
2.5.2 If the construction contract ainount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable
Conshuction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Conshuction
Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADIVIINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement coimnences with the award of the Contract
for Conshuction and tennivates at the issuance to the Owner of the final Certificate for Payment, unless extended under the tem�s of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed adininistration of the Contract for Construction as set forth below. For design professionals the administration
shall also be in accordance with AIA document A201, General Conditions of the Contract for Conshuction, current as of the date of the Agreement as may be
amended by the City of Denton special conditions, unless otherwise provided in the Agreement For engineers the adininistration shall also be in accordance with the
Standard Specifications for Public Works Conshuction by the North Central Texas Council of Govermnents, current as of the date of the Agreement, unless otherwise
provided in the Agreement.
2.6.3 Conshuction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during conshuction, and (2) at the Owner's direction from
time to time during the correction, or warranty perial described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to becrnne fainiliar with the progress and quality of the work completed and to detennine if the work is being perfonned in a manner
indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to
each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner infonned of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
subcontractors. The Design Professional represents that he will follow Degree of Care in perfonning all Services under the Agreement. The Design Professional shall
promptly conect any defective designs or specifications fumished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
pa}anent for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the
Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methals, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work The Design Professional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or oinis-
sions. The Design Professional shall not have control over or charge of acts or oinissions of the Contractor, Subcontractors, or their agents or employees, or of any
other persons perfonning portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor
shall coimnunicate through the Design ProfessionaL Coimnunications by and with the Design Professional's consultants shall be through the Design Professional.
2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Pa}anent, the Design Professional
shall review and certify the amounts due the Contractor.
2.6.10 The Design Professional's certification for pa}anent shall constitute a representation to the Owner, based on the Design Professional's observations at the site as
provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payinent shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that
the Design Professional has (1) reviewed conshuction means, methals, techniques, sequences or procedures, or (2) ascertained how or for what puipose the Contractor
has used money previously paid on account of the Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not confonn to the Contract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require
additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons
perfonning portions of the work.
2.612 The Design Professional shall review and approve or take other appropriate action upon Contractor's subinittals such as Shop Drawings, Product Data and
Samples for the puipose of (1) determiuing compliance with applicable laws, statutes, ordinances and codes; and (2) determiuing whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judginent to
pennit adequate review. Review of such subinittals is not conducted for the puipose of detennining the accuracy and completeness of other details such as dunensions
and quantities or for substantiating instructions for installation or perfonnance of equipment or systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
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approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of perfonnance characteristics
of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entifled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may
authorize ininor changes in the work not involving an adjushnent in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent
of the Contract Documents.
2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to detenniue the dates of Substantial Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related
documents required by the Contract for Conshuction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the
requirements of the Contract Documents.
2.6.15 The Design Professional shall inteipret and provide recoimnendations on matters conceming perfonnance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable
promptness and within any time liinits agreed upon.
2.6.16 Inteipretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the fonn of drawings. When making such inteipretations and initial decisions, the Design Professional shall endeavor to secure faithful perfonnance
by both Owner and Contractor, and shall not be liable for results or inteipretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and in the absence ofnegligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepares; and (3) by acknowledging pa}anent by the Owner of any fees due, shall not be released from any
rights the Owner may have under the Agreement or diininish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during
the Construction Phase.
ARTICLE 3 ADDTI'IONAL SERVICES
3.1 GENERAI,
3.1.1 The services described in this Articie 3 are not inciuded in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if
authorized or confinned in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond
the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not coimnence such additional services until it receives written
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if
they are not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.21 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in canying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.31 Making material revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, inciuding revisions made necessary by adjustrnents in the Owner's
prograin or Project budget;
2. required by the enactrnent or revision of cales, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, comple�ty, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Conshuction Change Directives.
3.3.4 Providing consultation conceming replacement of work dainaged by fire or other cause during construction, and fumishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of perfonnance
of either the Owner or Contractor under the Contract for Construction.
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3.3.6 Providing services in evaluating an extensive number of cianns subinitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Articie 2 for preparing documents for altemate, separate or sequential bids or providing services in connection
with bidding or construction prior to the completion of the Construction Documents Phase.
3.39 Notwithstanding anytl�iiig contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Articie 3 that are
caused or necessitated in whole or in part due to the negligent act or oinission of the Design Professional shall be perfonned by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design ProfessionaPs obligations under this Subsection 3.3.9.
3.4 OPTIONALADDTI'IONALSERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing plani�iiig surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, enviromnental studies and submissions required for approvals of goveminental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other infonnation furnished by the Owner.
3.4.7 Providing coordination of construction perfonned by separate contractors or by the Owner's own forces and coordination of services required in connection with
construction perfonned and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.412 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals,
training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of fumiture, fumishings and related
equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the fmal Certificate for Pa}anent and expiration of the Warranty
period of the Contract for Conshuction.
3.4.15 Providing services of consultants for other than architechual, civil, shuctural, mechanical and electrical engineeru�g ponions of the Project provided as a part of
Basic Services.
3.4.16 Providing any other services not otherwise inciuded in this Agreement or not customarily fumished in accordance with generally accepted architectural
practice.
3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con-
struction based on marked-up prints, drawings and other data fumished by the Contractor to the Design Professional.
3.4.18 Notwithstanding anytl�iiig contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Articie 3 that are
caused or necessitated in whole or in part due to the negligent act or oinission of the Design Professional shall be perfonned by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design ProfessionaPs obligations under this Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBII.TI'IES
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design
constraints and criteria, inciuding space requirements and relationships, fle�bility, expendability, special equipment, systems and site requirements, as more speci-
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, inciuding the Conshuction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shall fumish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement.
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4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a tnnely manner pertaining to documents subinitted by the Design Professional in order to avoid unreasonable delay in the orderiy and sequential
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall fumish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and
shuctures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, wning, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings, other improvements and trees; and infonnation concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. All the infonnation on the survey shall be referenced to a project benclunark.
4.6 Where applicable, the Owner shall fumish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may
include but are not limited to test borings, test pits, detenninations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recrnmnendations.
4.6.1 The Owner shall fumish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall fumish shuctural, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and envirrnunental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall fumish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Pa}anent or to ascertain how or for what puiposes the Contractor has used the money paid by or on
behalf of the Owner.
4.9 The services, infonnation, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fumished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconfonnance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require
knowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
51 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estnnated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Conshuction Cost shall include the cost at current market rates of labor and materials fumished by the Owner and equipment designed, specified, selected or
specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con-
tingencies shall be included for market conditions at the time ofbidding and for changes in the work during construction.
5.1.3 Conshuction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
fmancing or other costs which are the responsibility of the Owner as provided in Articie 4.
5.2 RESPONSIBII.TI'Y FOR CONSTRUCTION COST
5.21 Evaluations of the Owner's Project budget, preliminary estimates of Conshuction Cost and detailed estimates of Conshuction Cost prepared by the Design
Professional represent the Design Professional's best judginent as a design professional fainiliar with the construction industry. It is recognized, however, that neither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of detennining bid prices, or over
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fixed limit of Conshuction Cost shall be established as a condition of the Agreement by the fumishing, proposal or establishment of a Project budget, unless
such fixed lnnit has been agreed upon in writing and signed by the parties thereto. If such a fixed liinit has been established, the Design Professional shall be pennitted
to include contingencies for design, bidding and price escalation, to determiue what materials, equipment, component systems and types of conshuction are to be
included in the Contract Documents, to make reasonable adjushnents in the scope of the Project and to inciude in the Contract Documents altemate bids to adjust the
Conshuction Cost to the fixed limit Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract
for Conshuction.
5.2.3 If the Procurement Phase has not coimnenced within 90 days after the Design Professional subinits the Construction Documents to the Owner, any Project
budget or fixed lnnit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of subinission
of the Construction Documents to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCLTMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the property of the Owner upon tennination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the
Owner uses any of the infonnation or materials developed pursuant to the Agreement in another project or for other puiposes than are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
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6.2 Subinission or distribution of documents to meet official regulatory requirements or for siinilar puiposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights.
ARTICLE 7 TERNIINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may tenninate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perfonn in accordance with the
tenns of the Agreement through no fault of the Design ProfessionaL Owner may tenninate the Agreement or any phase thereof with or without cause upon thirty (30) days
prior written notice to the Design Professional. All work and labor being perfonned under the Agreement shall cease iimnediately upon Design ProfessionaPs receipt of such
notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily perfonned prior to the receipt of such notice. No
amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon tennivation of the
Agreement and shall be promptly delivered to the Owner in a reasonably organized fonn. Should Owner subsequently contract with a new Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing infonnation.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily perfonned prior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the intemzption
and resumption of the Design Professional's services.
7.3 The Agreement may be tenninated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is pennanently
abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may tenninate the Agreement by giving written
notice.
7.4 Failure of the Owner to make pa}anents to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non-
perfonnance and cause for tennination.
7S If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properiy and satisfactorily performed, the Design
Professional may, upon seven days written notice to the Owner, suspend perfonnance of services under the Agreement.
7.6 In the event of tennination not the fault of the Design Professional, the Design Professional shall be compensated for services properiy and satisfactorily perfonned prior to
tennination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as emplo}anent taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits.
8.2 REIMBLTRSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incuned by the Design Professional and
Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses.
8.2.11 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications;
and fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of repraluctions (except the repraluction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOiJNT' OF BASIC SERVICES
8.3.1 Payinents for Basic Services shall be made monthly and, where applicable, shall be in proportion to services perfonned within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any
services rendered during the additional perial of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, crnnpensation for
those portions of the Project shall be payable to the extent services are perfonned on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliinivary estimate of Conshuction Cost or detailed
estnnate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOLINT OF ADDTI'IONAL SERVICES
8.4.1 Payinents on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incuned.
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8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated dainages or other sums withheld
from payinents to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOLINTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses pertaining to Additional Services and services perfonned on the basis of a multiple of Direct Personnel Expense for inspection and
copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is
later.
ARTICLE 9 INDEMNTI'Y
9.1 The Design Professional shall indemnify and save and hold hannless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incuned by the Owner, and including, without
limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the perfonnance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses,
both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of govermnental immunity, which
defenses are hereby expressly reserved.
ARTICLE 10 INSLTRANCE During the perfonnance of the Services under the Agreement, Design Professional shall maintain the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Coimnission or any successor agency that has a rating with Best
Rate Caniers of at least an A- or above:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occunence and not less than $2,000,000 in the aggregate,
and with property damage limits of not less than $100,000 for each occunence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property
damage limits of not less than $100,000 for each accident.
10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits ofnot less than $1,000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers'
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the
change or cancellation, fumish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE ll MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be govemed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
1L2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to
the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 The tenn Agreement as used herein inciudes the executed Agreement, the Proposal, these General Conditions and other attactunents referenced in Section 3 of the
Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When inteipreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attactunents referenced in Section 3 of the Agreement shall to the extent that is
reasonably possible be read so as to hannonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably hannonized,
such documents shall be given priority in the following order:
1. The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11 S Upon receipt of prior written approval of Owner, the Design Professional shall have the right to inciude representations of the design of the Project, inciuding photographs
of the exterior and interior, among the Design ProfessionaPs promotional and professional materials. The Design Professional's materials shall not inciude the Owner's
confidential or proprietary infonnation if the Owner has previously advised the Design Professional in writing of the specific infonnation considered by the Owner to be confi-
dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such
responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants.
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EXHIBIT 3
11.7 All notices, coimnunications, and reports required or pennitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall refonn the Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they
may now read or hereinafter be amended during the tenn of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for infonnational puiposes only, and shall not in any way affect the substantive tenns or conditions of the Agreement.
Page 11
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DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B �nHIBIT A
��� PARKHILL�Ir�V.�.'k�&�,:°a:;�s,,:�If,�O::`.�'�� EXHIBIT 3
u�
Mr. Vance Kemler
General Manager
Solid Waste and Recycling Services
1527 S. Mayhill Road
Denton, Texas 76208
Re: Proposal for Municipal Solid Waste Engineering Services
City of Denton Solid Waste and Recycling Services
Dear Vance,
'LI7f7 Mairi �tre�t, Suiie 117
FrisG;c�, lexta:; 7;�033
'dC)(l.A(:lf.).f�(i4(i
November 2, 2015
Parkhill Smith & Cooper, Inc. (PSC) is pleased to present to you this Proposal for Municipal
Solid Waste Engineering Services to assist the City of Denton with engineering and permitting
needs at the City's facilities for one year, with two (2) optional 1-year extensions.
This Proposal is intended to be used for miscellaneous assignments related to the development
of facilities and projects in the City's Solid Waste and Recycling Services Department. The
Scope of Services is intended to represent the types of projects that may arise during the term
of the Contract. PSC may supplement our in-house capabilities through teaming arrangements
with other firms. Oversight of sub-consultants will be managed by PSC. PSC will work in
conjunction with your department to successfully resolve issues, and implement creative and
innovative approaches to solid waste management.
Scope of Services
Services are to include, but are not limited to: Investigations, Planning, State and Federal
Permitting, Material Investigation and Testing, Design, Bidding assistance, and Construction
Administration.
Deliverables to the City may include but are not limited to: Studies and Reports, Permit
Documents, Plans and Specifications, Opinions of Probable Construction Cost, As-Built Plans,
and Other Analysis as requested.
Specific tasks may include:
■ Preparation of Texas Commission on Environmental Quality (TCEQ) Permit Modification
or Amendment submittals in accordance with 30 TAC §281, §305, §330, and obtaining
TCEQ approval
■ Develop reports, studies and design recommendations for projects
■ Develop project schedules
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Scope of Services (continued)
EXHIBIT 3
'LI7f7 Mairi �tre�t, Suiie 117
FrisG;c�, lexta:; 7;�033
'dC)(l.A(:lf.).f�(i4(i
■ Develop Preliminary and Final Design documents for landfill and other facility
components such as, leachate collection and control systems, landfill cells, interim and
final cover systems, storm water management structures, erosion control structures,
including plans, specifications, and Opinions of Probable Construction Cost.
■ Assist the City with the development and operations of the Enhanced Leachate
Recirculation system
■ Prepare storm water pollution prevention plans
■ Prepare and implement corrective action programs
■ Update or prepare closure or post-closure cost estimates
■ Perform or assist with topographical surveys of landfill facilities and volume calculations
for the completion of annual waste reports.
■ Conduct feasibility studies or strategic planning activities
■ Perform technical services related to waste minimization, recycling, waste-to-energy,
landfill mining, and other sustainable landfill systems.
■ Conduct studies to optimize landfill operations (equipment, excavating and transporting
soil, compaction and emerging technologies or practices)
General Requirements & Criteria
Designs will meet all applicable City Codes and Ordinances, state and federal permitting
requirements, and all applicable local, state and federal laws and regulations.
Proiect Schedule
Project Schedules will be developed for each assignment, as need by the City.
Other Considerations
This proposal is intended to be for services for a period of one year, with the option for two one-
year extensions.
Mr. Vance Kemler
Page 2 of 3
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Fee Estimate
EXHIBIT 3
'LI7f7 Mairi �tre�t, Suiie 117
FrisG;c�, lexta:; 7;�033
'dC)(l.A(:lf.).f�(i4(i
The proposed contract shall be for an annual fee not to exceed $150,000, on an hourly time and
materials basis. PSC's 2015 Rate Schedule is attached herein, and is adjusted for inflation and
salary costs on January 1 St
We appreciate the opportunity to provide engineering services to the City of Denton and to help
maintain your solid waste operations. We would be happy to discuss these services in more
detail at your convenience.
If you need any additional information, please call me at (214) 499-4798 or email me at
fpuqsley(a�team-psc.com.
Sincerely,
PARKHILL, SMITH & COOPER, INC.
By �M.� �.==' ��� �"�_ r''�'�'�.
Frank E. Pugsley PE, MOLO
Associate
Senior Civil Project Manager
cc:
David Dugger — City of Denton
Robert H. (Holly) Holder, PE - PSC
Attachments:
2015 Rate Schedule
Mr. Vance Kemler
Page3of3
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
Client: City of Denton
Project: On-Call Engineering Services
Agreement Date: November 2015
Classification Hourlv Rate
PROFESSIONAL LEVEL VII
Mechanical & Electrical
Civil & Structural
Architect, Landscape & Interior
PROFESSIONAL LEVEL VI
Mechanical & Electrical
Civil & Structural
Architect, Landscape & Interior
PROFESSIONAL LEVEL V
Mechanical & Electrical
Civil & Structural
Architect, Landscape & Interior
EXHIBIT 3
Parkhill, Smith & Cooper, Inc.
Hourly Rate Schedule
Current through December 31, 2015
January 1, 2015
Classification Hourlv Rate
PROFESSIONAL LEVEL II
$214.00 Mechanical & Electrical
$208.00 Civil & Structural
$198.00 Architect, Landscape & Interior
Technologist
Resident Project Representative
Administrative
$197.00
$190.00
$180.00
$175.00
$171.00
$160.00
PROFESSIONAL LEVEL IV
Mechanical & Electrical $143.00
Civil & Structural $140.00
Architect, Landscape & Interior $130.00
Resident Project Representative $130.00
Technologist $130.00
PROFESSIONAL LEVEL III
Mechanical & Electrical $121.00
Civil & Structural $118.00
Architect, Landscape & Interior $110.00
Resident Project Representative $110.00
Tech nolog ist $110.00
Expenses
PROFESSIONAL LEVEL I
Intern
Technologist
Resident Project Representative
Administrative
SUPPORT STAFF III
Technician
CADD
Project Assistant
Administrative
SUPPORT STAFF II
Technician
CADD
Administrative Secretary
Project Assistant EL
Administrative
SUPPORT STAFF I
Student EL
CADD EL
Administrative EL
$101.00
$100.00
$97.00
$97.00
$97.00
$97.00
E,:• ��
$86.00
$78.00
$45.00
Reimbursement for expenses, as listed below, but not limited to, incurred in connection with the services, will be at cost plus fifteen
percent for items such as:
1. Maps, photographs, postage, telephone, reproductions, printing, equipment rental, and special supplies related to the services.
2. Consultants, soils engineers, surveyors, contractors, and other outside services.
3. Rented vehicles, local public transportation and taxis, road toll fees, travel, and subsistence.
4. Special or job specific fees, insurance, permits, and licenses applicable to the work services.
5. Mileage at IRS approved rate.
Rate for professional staff for legal proceedings or as expert witnesses will be a rate one and one-half times the Hourly Rates specified
above.
Excise and gross receipts taxes, if any, will be added as an expense.
The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2015 through
December 31, 2015. After December 31, 2015, invoices will reflect the Schedule of Charges currently in effect.
W:\Sectors\Public Works - Solid Waste Management\Marketing DFW\Denton\Proposals\2015.10 WAGE-2015-Civil-Multiple Rates.docx
DocuSign Envelope ID: 821B9480-F49F-4474-830E-08BD69E3643B
EXHIBIT 3
Exhibit
B
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. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity. Parkhi 11 , Smi th & Coope r, Inc .
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the oripinally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
City of Denton
Name of Officer
This section, (item 3 inchiding subparts A, B, C& D), must be completed far each oiticer with whom the vendar has an employment ar other business relationship
as detined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Fomi CIQ as necessary.
A. Is the local government oiticer named in this section receiving ar likely to receive taxable income, other than investment income, from the vendar?
� Yes � No
B. Is the vendar receiving ar likely to receive taxable income, other than investment income, from ar at the direction of the local government oiticer
named in this section AND the taxable income is not received from the local governmental entity?
� Yes � No
C. Is the tiler of this questionnaire employed by a corparation ar other business entity with respect to which the local government oiticer serves as an
oiticer ar directar, ar holds an ownership of one percent ar mare?
� Yes � No
D. Describe each employment ar business and fanvly relationship with the local government oiticer named in this section.
None
❑X I have no Conflict of Interest to disclose.
Docu5igned by:
,R�- r��� 12/11/2015
"�'J
94fi�33���i4d��doing business with the governmental entity Date
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 16-033, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance approving a"Third Amendment to Professional Services Agreement for
Architect or Engineer" by and between the City of Denton, Texas and Malcolm Pirnie, Inc., now known as
Arcadis US, Inc., to provide engineering services for the design of the Lake Lewisville Water Treatment Plant
Rehabilitation and Process Upgrade; authorizing the expenditure of funds therefor; and providing an effective
date (File 4399-providing for an additional $146,823 for additional services on the project-aggregating to
$3,850,233). The Public Utilities Board recommends approval (7-0).
FILE INFORMATION
The City executed a Professional Services Agreement with Malcolm Pirnie, Inc., for a negotiated lump sum
amount of $2,600,000 for basic services through the design and construction phase of the Lake Lewisville
Water Treatment Plant (LLWTP) Rehabilitation project on August 18, 2009 (Exhibit 1). Amendments One and
Two were previously approved by Council increasing the contract amount to $3,703,360 (Exhibit 2).
Amendment No. 3 is a result of the City's negotiated settlement with Malcolm Pirnie Inc., (Arcadis US Inc.) to
resolve a portion of their cost overruns due to the extended construction schedule and to resolve the City's
claims against the engineering firm for Errors and Omissions (E & O) in the contract documents that resulted in
change orders and other costs to the City. A detailed description of the project and amendments to the contract
is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 3).
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On December 14, 2015, the Public Utilities Board recommended approval to forward this item to the City
Council for consideration.
RECOMMENDATION
Approve a Third Amendment to the Professional Services Agreement between the City of Denton, Texas and
Malcolm Pirnie, Inc., now known as Arcadis US, Inc., in the amount of $146,823 for a total contract award of
$3,850,233.
PRINCIPAL PLACE OF BUSINESS
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-033, Version: 1
Malcolm Pirnie Inc., aka Arcadis US, Inc.
White Plains, NY
ESTIMATED SCHEDULE OF PROJECT
The Lake Lewisville Water Treatment Plant Rehabilitation and Upgrade is project is complete except for the
final release of retainage to the contractor.
FISCAL INFORMATION
Funding for Amendment 3 will come from the $175,000 cost reduction negotiated with the construction firm
BAR Constructors Inc. This cost reduction due to the time overruns by the contractor will cover the additional
costs of this amendment. The project is funded from the Water Capital Project account 630163517.136020100.
An additional line will be added to Purchase Order 145438.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
EXHIBITS
Public Infrastructure
2.3 Promote superior utility services and facilities
Exhibit l: Original Contract
Exhibit 2: Amendments 1 and 2
Exhibit 3: Public Utilities Board Agenda Information Sheet
Exhibit 4: Draft Public Utilities Board Minutes
Exhibit 5: Ordinance with Amendment 3
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Tim Fisher at 349-7190.
City of Denton Page 2 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
EXHIBIT 1
PROFES�ZCINAL �ERVZCE� AGREEMENT
FUR ARCHITECT CfR ENGINEER ��
THIS AGR.EEMENT is made and ente�•ed it�to as of t�e !� day of
, 2Q�9, by and between the Czty of Denton, Texas, a Texas municipa� corpa�`ation,
wit�Z s�rincipal office at 2�.5 East McKinney Street, Denton, Ae�ton Cat�nty, Texas 76201,
hereinafter calleci "C}wner" and Maicc�irr� Pirnie, Inc, with iis eorporate of:fzce ai 104 Corparate Park
D�ive, White Plains, New Yaxk 106(�2 anci an affice �.t 12400 Coit Road, Suite 12fl0, Dal�as, Texas
75251 herainafter cal�ed "Design Professionai," acting herein, by and through their duly aut�orized
representatives.
In conszderatian o� the covenants and agreer�.ents he��ein conta�ned, the pai�ties �ezeto do �aut��ally
agree as foliows;
SECTICIN x
EMPLCFYMENT C!F DESIGN PRtJFES�IC?NAL
The Owner here�ry contracts with the Design Pzofessional, a�icensed Texas archiiect oz�
engin�er, as an independeni contractor. The Design Professzona� hereby agrees to perform the services
as described herein and in �he Proposala t�� General Conditions, and other attachments to this
Agreement thai are referenced in Sec�ian 3, in ct�nnection with the Project. The Project shall include,
t��vithout �iz�t�ztatio�, (descxtbe the Project in Ehe space belaw or in an attachment}
Lake Lewisvilie Water Treaimeni Plant Upgrade
See Attachment A-- Scope of Sez vices
Page 1
C:iDacumettts ancl Settings�RMcintyreUviy 1�ocameatsiDentan�C.ewisville tiVTPlDenio�� Cor�tract - Lake LewisviEle �V'iP- Accept Ali Edifs.docx
EXHIBIT 1
sECTZaN z
COMPENSATI+DN
The Owner sha1� corr�pensa�e the Design Professianai as follo�vs:
2.�. BAS�C SERVICE�
2.1.1 Faz Basic Services the total compensatiaz� sha�� be $2,600,(100.
�.1.2 Progress payt�aents fo� Basic �ervices shall be pazd monihly according tta t�e project p�•ogress
and in the �al�o�ving percentages for o£ the total eompensation far the Basic Services satisfacta�ily
compl.eted at the end of the follawing phases of the Project;
Scheznatic Design Phase 1 S%�
Design and Development Phase SS%
Cc�nstructzon Documents Phase 8�0
Bidding P�ase 3%a
Cpnstz-uctzon Phase �.9°l0
2.2 AD►DITIQNAL SERVICE�
2,2.x Campensation far A�ditianal Se��viees is as failows:
Pxincipals $22fl per hou��
Senior Assaciates $210 per hour
Associates $2Q0 per �our
Senior Project Engineer $155 pen c��tll
Project Engineer �� 3Cl per hour
Staff Engi�ee� $IOC1 per hou�
Technical Staff $80 pez hour
Clerical Staff $70 pez� hour
2,�.2 CQmpensation far Add�tional Services of caz�sultants, incl��ciing additianal stx�ctural,
xr�echanical and elect�•ical engineez�it�g services sha11 be based on a mul�iple o� l.l. times ihe amaunts billed
to the Desig� Professiona� ft�r sueh additionai se�•vices.
2.3 REIMBURSABLE E�PEN�ES Reirnbursable Expez�ses shali be a mi�lti�le of l. J. ti�es the
��penses inc�►rred by the L�esign Prof�sszoz�al, the Design Professianal`s emplayees and consuitanis �tz the
ir�terest of t�e Prajeci as defined in the General Conditions b�at not to exceed a fiotal af N1A tvithout the
piior writ�en approval of the Uwner.
Page 2
C:1Dpcurnents aE�d SettingslltTvicIntyretMy Doce��nentsiE)eritoitlL.ewisvitie bVTPtCienton Conirlct - I.ake Letivisville iVTP- Aeeept AEl Eciits.ctctex
EXHIBIT 1
SECTI4N 3
El'�TIRE AGRCENIENT
T�is Agreez�z�ent include� this executec� agree�nent ac�d the followzr�g documenis a11 of which are attached
hereio ar�d macie a parE hereof by ref�renee as if fu11y set foi�th he��ein:
Ci�y af I�eztfion General Conc�itzons to Agreement for Architech�ral ar Engineezing S�rvices.
2. Attachment A- Scope of Services.
This Agreement is signed b� the parties hereto effeciive as of t�e ctate firs� abc�vt; written.
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CITY MANAGER
IVlalcolm Pirnie, Inc
B Y: � `' l � � ^'��...,_._.-
Rant�al� G. McInt re, P.E.
Page 3
C:tOoe���ilenis aud SettingslR�YlcIntyrei�fy i�aca�ncnfsiDentoz�tLewisviUe �i�TPlDenton Cantract - Lake i.ewisville ti�'TY- Accept A[i Edits.dacx
EXHIBIT 1
ctx� or nEr��or�
GEtVERAL CONDITIC}NS
TO
AGItEEM�1VT FCIR ARCHIT'�C'i'L1RAL C!R �I�`GI1V��RI�G S�RYICPS
A RTICt.E 1. ARCHI'Z'ECT t7R E�`GII�tEER'S RESPONSIBILITI�'�S
I.1 The Arehiteet or Engineer's services consist c�f those secvices foc the Projeet (as dafined in ttte agreement (the "Agreement") a�id grogasai (the "Proposal"� to whieh these
Geneeal Conciittons are attached} performed by the Architect ar Engineer {her�inaRer ealled the "Design Frofession�['� ar L;esign Pmfessional's employees and consuttants as
enumerated in Ae#ictes 2 and 3 of these Generai Condifions as madified by tiie tlgreemertE and Froposai (the "Services").
t,2 The Design Peo€essional will perform alI Servi�es as a� independent contraetor to the prevailing professional standacds eansistenf with lhe level of care and skill ordina€ily
exercised by members of the sama profess'son currentiy gracticing in the sama locaiiEy tEnder sirnElar conditians, including reasonabte, infornted jadgments and gromgf fin�eiy
actions {the "37egree of Cace"). The Services shalt be gerformed as expeditiat�s[y as is cnnsistent rvith the I?egree af Cac�e necessary for the order(y progress of the Project.
11pon request of the t}wner, the Design Professianat slia3l suhmit Far the Ciwne€s appraual a schedulc for The perForrna�ce of the Services wi�ich may be adjusted as the ProjecE
proceeds, and shalt ineiude allawances for periads of fime required for the Clwne�'s review and %r approvat of subrnissir�ns by authorikies having jurisdiction over the Prpject.
Time limits established by this scheduEe and appcoved by ihe Qavncr shatl not, except for reasonabte cause, be exceeded by the T�esign Pmfessional or O4mer, and any
adjustmenES to this scheclula shalt t� mutually aeceptabte to boiiz parties.
AztTiCI.E � SCOP� UF J3ASIC SER'YICES
2.1 l3ASIC S�RYIC�S I7EFIN�D The Design FrofessionaE's Basic Secvices eonsist of those desetibed in Secdons 2.2 throngh 2.6 ofihese GeneraI Conditions and incliide
withou# iimitatian nonnal structuraE, civil, rnechanical and etectcical engineering services and any other engineeriz�g services necessauy ta produce a compleke and accurate se� of
Constcuction I3ocurnents, as described by and reguir�d in Seetian 2.4. The Basic Services znay be modified by the Agreement.
2.2 SCI3ElYlA'3'iC DES[GN P�1S�
2.2.1 Tha Design Professionai, in cansultatian with the Owner, shal} devetap a vrritten program far ti�e Project to asce�fain p�vners needs a�id to estabtisi� !he
reguirements for the Praject.
2.2.2 fihe Design Pmfessionat shall provide a pt�liminary evale�aiion of tite Owne2s prograrn, canstrucfion sehedule and cansEructian budgef rec}uiremenEs, each in
terms of tha other, subject to the limitatians set farth in Subsection 5.2.1.
�.2.3 The Design PcoFessionat shalt review with the Clvmer alternative approaches to design and cansizuction af tha Praject.
2.2.4 Sased on the mutually agreed-upon program, schedule and construction budget reqni�ea�ents, Ehe T�esig�t Professiona! shali prepare, for appmv,�i by the Uwner,
3chemaEic Design 17ocuments consisting of drawings artd other documents iltustrating the scaie and relatiunsh€p of Project components. The ScitemaEic Design shall
contemplafe compliance with all appticabte Iaws, statutes, ordinances, ccxles and cegulat'roos.
2.2.5 '�iae Design Professiona[ shall submit ta the Owner a pcelimi�a€y dettti7ed esEimate of Construction Cost based on current area, vala�ne ar ather unit cos#s and
which indicates the cost af each category of worC� involr��ed in constn�eting fhe ProjecY and establtshes an elapsed time factor for the pericrd of tirne fro3n the
cflnnmen�ement fa the comptetion of constn�ctio�.
2.3 DFSIGN 1?�+ VELCiI'iVrTL1V'X` Z'ETriS'G�
2,3.1 Based on the approved Schema#ic Clesiga Doc�rnents and any adjustrnents aethorized hy the Owner in the grogearn, sciiedufe oc constnictian budge#, the I�esigrt
ProFessioEtai shali prepare %r app�ovat by the Owner, Design I3evetopment L7acuments coasisiing of drawings anci other documenEs ta �x an€� descrihe the siza �nd
ch�cter af the Pm}ect as ta acc;ititectueal, structural, mechanical and electricaI systems, mnterials and such other eiements as may be appropriate, whicE� sliall con�gly
4vith all applicabte la�vs, statutes, ordin3nces, cades aztd regu3ations. Afotwithsla�Yding Owner's approvat of the dacuments, Besign professional rapresents #hat Ehe
Doeumenis and speeifications wifl be sutfieient and adequate tca fut6li tite pniposes of the Pcc�jeci.
2.3.2 The I)esign ProFessionat stialC advise the Owrier oFany adjustcrtents to ihe prelirninary eskirnate af Construction Cast in a fuzthex Detaiied Statement as ciesccibed
in Sectian 2.2.5.
2.4 CClNSTRUCTION TIOCLTIY�NFS T'HxiB�
2.4.1 �ased an the approved T.�esign L?eveloprneEit Iil�oeameitts and any fi3rther adjustments in tEie seope or qttntity of tlrta Pro}ect or 9n the canstn[ctian budgei
anthorized by fhe pw�ner, the Desiga Pnofessional shali preparc, for approvat 6y the (7wner, Consinlction Documents consisting of l�rawings and Speei€ications seiting
forth in detail requirements %r the coE�structior� of iisa Project, which shall cornpty with nll applicabte ►a�vs, statutes, ordi�tances, codes and regutaEions.
2.A.2 The }�esign Professionai sha3l assist tEra Clwner in t�ie prepacatian af the neeessary bidding or prr�curemenE information, bidding or pmcurement forms, the
Canditions of the eontract, ar�d the foml of Agreentertt befween the f7wner and contractor.
2.4.3 The Design Professianat sEtall �dvise the Cfwiter of any acije�stmenis to previous pretiininary estiinates of Cons#�uction Cost indicated by ch�tnges in requirements
or general market condiiions.
2.4.4 The Design ProfessianaC shall assist tt�e Owner ii3 eonneeEion �vith the t�wnee's respt3nsi�iility for filing docun�ents requzred for ttta approvtt[ of goti�emittental
znthnii#'res having j��risdiction over the Projec#.
z.s car�s�czzucz�xo�r corr�riz�cr��acc���rc��
2,5.1 The Design Fra%ssional, folPowing the C}wnee`s �pprovat r�F the Constraction L7ocunieEiis nEUE oi the latest prelin�int�ry detai[ecE estirn�tta of Constzuction Cost,
si�nli assist iha Cfwner `sn procuring a constnictiun cantrnct far the Project tiimugii nny proctsrement metht� that is legally appliclbte ta the ProjecE inei��ding �vithout
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EXHIBIT 1
limiiatian, the cornpetitive seated bidding prcrcess. Although the Ownec �vill consider the advice of tha Design Professional, theaward of ftte construction contract is in
tlie sola discretion of the Owner.
25.2 C#'the eonstnzeiion coattraet amount far €he Project exceeds the to#al consEcuctian cost of the Pcoject as set forth in !ha appro��ed Deta�Eed Staiement af Pra6abCe
Canstruction Costs of the P%[ecf submiifed by the Design I'fofessianal, then tha T?esiget Pcofassional, at its sote cost and expense, �vill r�vise the Constnaetion
Documents �s may be required by the {Jwner to reduce or modify tha quantily or quality o€!he work so titat #he totai const�uciion cost af the Projeet wilE not exceed
the CotaE canstcuction eosE set fo�th in the approve8 �?eES�ileB Statement o€Pmbable Constructian CosES.
2.6 CiJNSTRUCI�C}AI 1'HriSE • AI?�R�tISTRAfiION Ol� TI3� COi�S7'RtTC�[C}�I CONI'RAGT
2.6.i 'The C)esign Prafessional's responsibility to pcovide Basic Serviees for the Construction Phase under this Agreement commences evith the award nf the Contraek
fqr Construetion and ierntinaies at the issuance to fhe Owner af the final Cec#'r£icate far Payrnent, uniess extersded under the ternu of Snbseetiott 8.32.
2.6.2 Tlie Design Professional shall provide detailed administea#ion of the Cantract for Construction as set forth belaw. �or design pra€essionats #he admin3stration
shakt atso be in accordanee with A[A daeumenf A201, GeneeaE Conditions o€ the Contract foc Conste�ction, carnenk as of the date of the Agreement as may be
amended by tha Ci¢y o� Denfon special conditions, unlcss athenvisa provided in tha Agreement. Far engineers the adnwtistration shall alsa be in aceordance rvith the
Skandard Specifieations for Public �'�orks ConstructiaR by Ehe Iv'octh Centra[ Texas Council of Gavemments, current as of the date of#he Agreement, unCess otheewise
pravided in the Agreement.
2,6.3 Cansiruction Phase duties, responsibitities and CimiEatiorss o€ authority of the Design Professionat shall not be resfricted, mcad'r€ied or extended evithout written
ttgreement of the f7wner and Tksign Professionai.
2.6.4 The I7esign Professiona[ shall be a representative of and shall advise �nd consuli with the Qwner (2} during consEruction, and (2) at Elie i7wne�'s directioa frorn
tisne to time duriog the co�rection, or warranty period d�,scribed in the Contract for Canstniction. The Desiga Pmfessional shall have authority to act on behalf of the
Owner oniy to the extent provided in the Agreement and #hese General Con�iitions, untess gtherwise mcxiifted by written instnEmenf.
2.6.5 The Design Professional shali obsecve tbe canstnsetio» site at least monthly, while constnsction is in pmgress, and as m.asonably neeessary while constniction is
not in progress, to becorne familiar wifh the progress and quality of the wark compteted and to deternune if the wortc is being per€tirmed in a manner indicating Ehat the
wor[c when completed will be in accard2+nce with Ihe Contract Docoments. l7esigr� i'rofessEanal sha[t prqvide Owner a wri[ten repart suhseqeent to each on-site visit.
C!n tite basis of ran-siEe observations the Design Professional shali keep the Owner in#'onned af the progress and q�aiity of ihe wnrk, and shall exercise the Degree of
Care and di[igenee in diseavering and pmn�ptty reporiing to the C3svner any observa6ia defects ar de#�iciencies in the woek pf Contractor ur any subcontractars. The
£)esigrt Professionaf repmsents that he wilt follaw Degrce of Care in perfoimic�g ali Services undec tiie Agreement. The Design ProFessianal shall promptly correct
any defective desigr�s or sgecificadons f�mished by the Design Professional at no cost tn the Clwner, The Oume�'s approval, acceptanec, use of or payment �'or ail or
any part af tha I7es'sgn Professiona!'s Services hereunder or of tite Project itselF shall in no way alter the i7esign Prc+fessianal's o6ligations or the O�vners dghts hare-
ander.
2.6.6 The Iksign Professiona2 ehall nof have conteol over or charge af and shail not be responsi6le for canstruction means, methods, techniques, seqaences or
pracedures, or for safety precautions and programs in connection with ihe work. The Besig� Pmfessional shall not 6e mspansible far t�e Contraelo�`s schedules oe
faiture to eany aut the work in accardance with iha Cantract Uocnments except insafar as such faituce may result £'mm £iesign Prdfessional's negligent acts or omis-
sivns. The [?esign Professionai shali not hava controt over or charge c�f acEs or oniissioits oP the Coniractor, 5ut�eontractors, or their agents or employees, or of any
other persons perf�trming portions of the work.
2,6.'7 The L7esign Pcofessional sha[! at a[i times have access ta the work wherevee it is in preparation or pragress.
2.6.8 Excepk �.s may oEhenvisa be provided in tEie Confract T�cnmenis ar tivhen direct eommunications have 6een special[y authorizeci, ihe Owncr and Contractor
shal[ comrn�mic�te �luough ihe Design PrpFessional. Communications by and with the Design Professional's eonsr�Skants shali ba throagh fhe Design Profess'sonal.
2.6.9 Based on tha Design Pmfessional's observations at the site of the work zutd evaluations oi thc Contractofs Applicatioc}s for Paynrent, Ehe ilesign Professional
st�al[ review and recortunend payments For tffe flnlaunts due ihe Conlrlctor,
2.G10 The Lksign Professional's recomme�datic�n far payment shall constih�te a representatiort to €he ()cvner, based on the Design Pcofessional 's abservations at the
site as provided in Subseciion 2.6.5 and on the data comprising fhe Cantrnctots App[ication far Payment, thaE tha work has progzessed ta the point inflicated and thai
the c�uality of tha Work is in acco[dance with the Contract i)ocuments. The foregaing repr�sentakions are subjecf to minor deviaf'rons from the Contract Liocuments
cornctable priarto �omp[etion and to specific qaalifications axpressed by the Design Professianai. The issuance of�t Ce�fificate for Payment shall �urther canstih�te a
r�presentation that the Cnntractor is entitled ta payment in the amounk ce�tified. Howaver, the issuance of a Ceet'sficate for Payment shall nat bc a repmsen#ation tttat
the L3�sign Professional has (1) reviewec� constcuction means, metCiods, techniques, seq��enees or proced�Eres, or (2) t�scertained how or for what pi�e�mse ttte Contractoe
has t�sed money pravi4usly paid an account oPthe Contmet Sun�.
2.6.I1 The L?esign Professional shail have ihe responsi6iiiky and authoricy to reject work whieh does not cortform to the Cantract k�acnments. '4'�henever the T)esign
Professional considers it necessary ar advisable for implementation of the intent of the Contract Docurnents, the besign Prot'essionat will have au#hority to ret}uire
additional i��spection oe testin� of the work in accordance with the pcovlsions oE the Contract baclEments, whether nr nat such �Vork is Fabric�ted, instaltec3 ae
completed. Hct��ever, neither this ai�fhonty of the �.lesign Professional nor a decisian mada in goocl faith either ta exereise or nat exercise stich authority shatl give rise
to a dk�ty or respansil�itity of Ihe I}esign Professional to fhe Contractor, Suiacontractars, materiai and equipmenE st�gpliers, their ageiits or en3pCayees or other persans
perE'orrning g€artions of the wor%.
2.6.12 Tile L�sign Fmfessional sh<�;ll reviaw and appmve ar #alce alhe€ appropc'�ate action tipon Contcactors submittals such as Shap Dratvings, Praduet D�ta and
3amp]es for Ehe pu�se of (1} detcnnioing coznptiance with appticable laws, siatutes, ordinances and cades; and (2} c3etermin'tng whelher or not the �vork, when
compieted, wit[ be in campiiance with the requi�n�ents of the ConiracE Doe��ments. The Lksiga Prpfessional shaSl act �viEh such reason�bte pmmptness ta canse no
deEay in the wark or in the construeEion of the qwne€ or pf separate contraciors, wiaile ailowing su€licient time in the Design C'roFession�t}'s prot'essiona! judgntent to
pet•mit adeql�aie review. Itev'sess� afsuch st�bnvEtals is not conducted %r the purpose of deterrnining the accatacy and completeness of otEie€ det�ils suctt ns dimeosions
�nd qttaniities or for subst�ntiatit�g i�tstnictions for i��stalEation oc perFormance of eqtrigmeiit or systeEtis designed by the Contractor, �lI of which reinain the
respansibili€y of the Conteactor ta ilze extent requirec� by the Contract I7ocirments. The Llesign ProPessional's review shalt not constitute approval oPsafe[y precau�ic�ns
or, i�nEess othenuise specif[cuily statetl by tiie i�esign Prnfessionai, of constn�ction means, methor3s, fechniques, sequenees o€ pcocedures. 'fhe I3esign Professiona3's
approval of a sg�ci#ie ite�n shatl noE indieate approv�t ofatt assen�bCy of which tha item is a component. 14�iien pmfessionnl cectiCcltion of perfc�rmnnce chuacterisfics
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EXHIBIT 1
of mater��ls, systen�s or equipment is ret�uired by the Contract Documents, thc Design Professional sha116e entitied to reiy upan sactt cec�ificatian to esta6[ish that the
materiaEs, systems or equipment wili meet the perfarmance c�iceria reqnired by the Contract i�acurttents.
2,6.13 The Design Professional sEfa3t prepare Chan$a Orders and Consta�e(ion Change Directives, with sapporti��g dacumenlation and data if deent�d necessary by
the Design Professionai as provided in Sii6seetions 3.1.1 and 3.3.3, far ihe C3wner's approvat and execution #n accordance with tha Contract Docurnents, and may
aut6orize minor changes sn the wor[c not involving an adjusEmenk in the Contract 5urn or an extension af the Contr<3ct T'ime which are not inconsistent wifh the interit
of the Contrac¢ T�acumenEs.
2.6.1d On behaif of the Owner, Ehe i?esign Professianal shaii conduct i�tspeetions ko detemune the daEes of Substantial Comp[etion ar�d Finai Campletion, and if
m,�}uested by Eha C?wner shall issue Certificates of Substantial and ��al Conlplefion. The Design Professional will receiva and rev'sew written gaarantees and re2atecE
dracuments rec�uired by the Cantract �ar Construction to be assembCed by the Contraetor and shall issue a fxnal certiiicate for Payment upon cc�mpliance tivith the
requirements of the Contract I�r�cuments.
2.6.15 The besEgn ProPessional shalE interprei and provide recoznrnendaticrns on matters conceming gerFormance of tiee t3wner and Contractor under the rcquirernents
cif the Contract I3ocumenfs an wriEten request of eithee the O�vner or Contraetor. The Design Professionat`s response to such requests shall be made with reasanabte
prosnptness and witi�io any time lirrtits agreed ugon.
2.6,I6 TnterpreiaEions and decisions of the T?esign Prnfessionai shall be consistent with ihe intent af and reasattabiy inFerable from the Coatract Documents and shail
be in writing or in the form of dzaw�ngs. When m�king such interpretatEOns and initial decisions, the L)esign P�ofessionat sh�lE endeavor to secune faith€u[ perforrnance
by 6oth Clwner and Canfractor, and sha[I not be liabte for resuIts or in#erpretations or decisians so rendered ia gaod faith in accordance with ail the provis[ons of ihis
Agreernent �sd in the absenca af negligenca.
2.6.I7 The IJesign Prafessianal shall render written decisions within a reasonable tinte on all claims, disputes or other rnatters in question t�etween tha Ciwner and
Coniractar reiating to the execation or progress of the worCc as provide8 in the Contract DocurrEents.
2.6.I8 The T�esign Professional (1) shali rendec services vnder the Agreement in aecorda�tee with the Degree of C�re; j2} will reimburse the tJumer for all damages
eaused by the defective clesigns Fha Design Professi€rnal prepares; and {3) by aeknowledging payment by the Clwner of any fees duc, shall not be reteased frarn any
rights the dwnee may have underthe Agreement ordiminish any ofihe I)esign Professianal`s otaligations theceunder.
2.6.19 Tha I�esign Professianal s6at1 peovide the Clwner with four sets of reproducible prints showing alI significant changes to the CorEStruction Docoments during
the Construction Phase.
AR�'SCLE 3 AbDITIONAL S�RVIC�S
3.1 G�N�ItAT,
3.1.I The services described in this Article 3 aze not incladed i�i Basic 3ervices unless sa identi6ed in the Agreement or Propasal, and they shall k>e paid far by the
Ownec as provsded in the Ageeement, in additian to the campensatian far Basie Servicas. The sccvices deseribed uitder Sections 3.2 and 3.4 sha!! onty be pcovided if
aufhorized ar confim�ed in lvriting by the Owner. If services described under Contangent Ad€litional Services in Secfion 3.3 arc required due ta circumstanees beyond
ths Design PtofessivnaYs cont�oi, the Ctesign Professianal shall notify the Qwner'sn writing and shall not comme�ce such additional services unti[ it receives �vritten
approval �'ro�n the C}wner to prcrceed. If the Owner indicates in writing that a!i or put of s��ch Confingent Additianai Services are not required, Ehe Design ProPession�F
shall have nrs o0ligation to provide thase services. CJwner will be responsi0le far compeitisaiing the I?esign PcoEessipnat for Contingent Additionai Services only if
they ar� nat reyuired due tc� the negtigence or fault o£Design ProfessionaE.
3.2 PROJGCT R�PRTSENTA'1'�CIN I3EYOND I3AStC SEit'VIG`ES
3.2.1 If nioze extensive representatton at iha site than is described in 3�3bsection 2.6.5 is requit-ed, #he Design Ptafessiona! shall pmvide one oe more Project
Representatives io assist in carrying oui such additionai on-site responsibitities.
3.2.2 Pro,yect RepresentaEives shal[ be selected, employed and directed by ihe L�esign Prc�fessional, and the �ksign Professionat sha116e compensated therefar as
agreed by the Qumer and Llesign Prnfessional.
3.3 Ct}i�i'I'Ii4TG�+i�1T ADx1I'I'IQ1�iA'L. S�itVIC�S
3.3.1 Ma�ng materi�l revisions in Drawings, Speciftcations oe otherdocnn�enis when such rev'ssions are:
l. inconsistent �viih approva[s or instructions previousty given by tita 4wner, inctuding revisions made necessary by adjuscments in tEie Owne�'s
pmgram or Pmject budget;
2, required by the enactrnent or revision ofcodes, laws ar regulations subscqiFent t€� the preparsitian of stteh dacttntents, or
3. due co changes required as a result o�ti�e €}wne�s failare fo render deeision in a iimely si�anner,
3.3.2 Providing services reyuired because of significarst chac�ges in the Projeet including, iauk not 3irnited to, size, quality, compEesity, or the (7umer's scheduie, except
for servzces reyuired uncier S��bsection 2.5.2.
3.3.3 Preparing 2�rawings, Speci�c7tions and other docunientation 1nd supporting data, and Qravic[ing other serviees in cannection r�vith Changa Orders aod
Const€�FCtia� Change Directives. ,
3.3,4 Providing canst�ltaEion wnceming rep]acement of work dlmaged by �re ar ottser caitse during construction, ancE Cumishing services reqtiu�ecl ia comFeetioF� �vith
tlre replaeement oFstteh wark.
3.3.5 Praviding services made necessary by the dePault of Ehe Cc�ntc�etar, 6y major deFeets ar de€fciencies in ihe 4vork of the C€rntractor, pr bX faiCure of perforziianca
of either thc t3wner or Contractor under the Contract fae Constiuetion.
Pc1�f; f}
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3.3.b Providing services in evaluating an extensive nuniber of claims submitted by the Contractor or others in connection wiEh the work.
3.3.7 Providing services in connection with a pablic heanng,arbkratioe�proceeding orlega! proceeding excepk where the I7esign Professionalis parFythereto.
3.3.8 Providing serviees in additioa to those regarred by Acticle 2 foe preparing doeurnents fo€ altemate, separate or seqaential bids or providing services in eonnection
with bidding ar eonstnaction priorta the comptetion oithe Constnaction Dc�cume�ts Phase.
3.3.9 Notwithstanding anything contained in ttte Agceemeni, Pcoposat ar these General Conditions to t2ie �on#rary, all services described in this Articte 3 that are
eaused or necessitated in whole or in part due to the neg3igene act oe omission of tiie Design Professic�nat shall be performed by the Design Professionat as a part of the
Basic Services under the Agreemene ti�+id� na xdditionat compensation above and tae}ond the compensation dae the Des'sgn Pcc�fessional iar the Etasie Services. The
iniervening orconcurrenk negtigence oithe O�vnershail not Gmit the Uas'sgn Professional's obfigaEions under fhis Subsection 3.3.4.
3.4 OPITONAL ADI1I�Oi�AS, SE�2'VIC�S
3.4.J Providing Financi�l feasib'sf9ty oe other speciaF st�Fdies.
3.4.2 Providing planning surveys, site evaIuations or cornparative st�Bies of grospective sites,
3.4.3 Praviding speciat surveys, environmen#aI studies and suUmissions re�uired for approva{s of governmental auth€�rities or others having jurisdiction over the
Pmject.
3.4.4 Provtding services retative to futuc�e iacilities, systems and eguipment.
3.4.5 Providing services to investigafe eac'rsting conditrons ae facilities ar to malce measurecl drawings therevf.
3,4.6 Providing sen�ices to verify the accuracy of drawings or other information fi�rnished by the tlwner.
3.4.'7 1'roviding coardinatian af construelion perf'ormed by separate cantractors or by fhe Giwners own forces and eoorciination of services required in connec[ian with
constniciion performed and e�uipment supptied by the Owner,
3.4.8 Providing de#ailed qnantity surveys ae inveoEOries of materiat, equipment and Iabor.
3.�.9 Providing anatyses af operating and maintenanca costs.
3.4.i0 Making investigations, inventories oi rriateriats or equipment, or valuations artd detaiied appraisals of e.�cisting fac'ttities.
3.�1.1^� Pravidiog assistance in EEie utilization oF eyu3pmeni or systems such as testing, adjusting and batamciog, preparation of operatian and �naintenance manuats,
training personnel foe opera6on and maintenance ancl const�ltation during operation.
3.A.I3 Providing interior design and simiiar services reyuired for oe in connectio� with the selectiort, procuremen� or installation of fumi[ure, fiEmishings and related
equipment.
3.9.I.A Ptoviding services olher than as provided in Sectian 2.6.+�, after issuance to the 1Jwner of tha final Certifscate %r Pay�nent anct expiration of the ��'arraxSty
period oi the Contract for Const�ve#ion.
3.9.15 Providing services of consuCtants for other Ehan arcl�itech�rai, civii, struciur�3, mechanica3 and electrical engineering portions of the Project provided as a part of
Basic Services.
3.9.16 Providing any other services nc�t othenvise inciaded in ihis Agreement ar not customazily fumished ia accordance with generaiEy aerepted amhitech�r�!
practice.
3.4.17 Prepazing a set af reproducibte recard drawings in addition ta thase reqaired hy St�bsection 2.6.29, showing signifieant ch<�nges in the �vork made during con-
sinictiqn 6ased on markecl-ap prints, drawings anrl other data fumished by the Contractor to the I�esign Professionai.
3.9.18 iVotwithstanding anything conE�ined in the Agreement, Proposai or thesa Genera! Condiiians ta t[ia eontrn�y, alt servicas described in this Article 3 that are
caE�sed or necassitated in whole or in part due ta tha negligent act or amission pf €he I)esign Professionat sh�ll be performed Sy the L3esign Peo�ession�l as a part of thc
Sasic Services �3nder the �.greement xrs#h no acidiiionaE compensat[on ab+�ve and beyonri the compensation due the Desiga Professionai foe the Basic Serviees. The
'rnterven'sng or eonc�arrent negtigence of the €}�vner shal[ t3at timil the Desig�� Pzafessi4na!'s obtigations under fius BtEbsection 3.4. [8.
Ait'CICI.� 4 QiYN�I2'S RI:SPON3I8II.I'PIPS
�t.l Tixe Ciwner shaE[ consult with tha Design Profession�i regarding req��ire�nents far the Project, iEictuding {i} ttte Owne�s objecEives, (2} scheduCe and design
constraints aj�d criteria, inctuding sgace requirements and relatioi�ships, flaxib'sliEy, expen€116i1it�, special equipment, systems and sita rr�uirements, as more speci-
fiealCy desciibecE in 5ubsecEion 2.2.1.
g.2 The Clwne�• shali estabtish and update a�� overall bt�dget for the ProjecE, 3nc#ucfing ihe Constcuction Cast, ttte Owne�'s othcr casfs and reasonlbte contingencies
related to all of these casts.
�i.3 ff rcqaested hX the I7esign ProFessional, the t3wner st�311 fii;i�isit evidence tftnt financial a�r�ngements have beett n�2de ta ful€'Ell the (7�vne�'s obligatians under this
Agree�nenf.
P�gf�' �%
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EXHIBIT 1
4.4 The Owner shati designate a repcesentattve 1t�thoriaed to act on Ehe Clwner's be6aif wiEh respect to the Froject. fifie Owner or s�ch authorized representativa sha[I
rendec decisions in a timety tnannec pertaining fo documents submitted by the t)esign Pra€essional in order to avoid unreasonable delay in the orderiy and sequentiaE
progress of the T7esign Professianai's serviees.
�i.5 �'Jhere appticabte, Qite 4wner sh�li furnish snrveys desetibing physical characterisEiGS, lega! iimilations and utitity Iacaiions fQr the site of fhe Project, and a written
[eg�t ctescription af the site. `Fhe survays �nd legal inforrnairon shall include, as applicable, grndes and [ines of streets, alleys, pavements and adjoini�g property and
sirvetums; �d�aceat drainaga; rights-of-way, resirictions, ease�nents, eneraachmenES, zoning, deed restrictic�ns. 0oundasies and contours of the sita: locatians,
ditnensions and necessary data perEailzing to e�sting bnildings, other impmvements and trees; and info�nation e4ncerning avaiiable utii'sty services and lines, 6oth
pubiic and private, abave and beto�v grade, inclading inve#s and depths. AIE the information on 1he sun�ey sha1l be refereneed to a pmjeet 6enehmark.
4.6 �Vhere agplicabte, the Oivner shali fumish the services of geotechnical engineers when su�h serticees are requested by tha L;esigr� ProFessionat, Such services may
include But aee not limited ko test borings, test pits, detern�inations oFsoil %earing vaiues, perc�rlation tests, evaivations of hazazdaus matedals, gronnd corrosion and re-
sistivity tesis, inctuding necessazy operatioExs far anticipating su6-soit conditions, wiEh reptr�ts and appropriate professiona! recomrnertdat'rons.
4.6.f '£he �wner shalt fumish the services of €�ttter consaCtsuits when snch secveees are reasonah[y rec�uirec3 by the scope of the PrpjecE and ara rec}uested by the Llesign
Prafessiortal and are nai retainec� by the £)esign ProfessionaE as part of i#s Basic Services ar Additionat Services.
4.7 �Vhen not � pack oPthe Additional Services, the Clwner shall fi�mish sfructurai, mecl�anical, cherrucaI, air and water golEufian fests, tesfs o€lrazardoas maferiats,
and other laboratory and environmental tests, inspections and neporEs required by law ar the ConEract DocumenES.
4.8 The Ciwner shalt fi�rEVSh all iegal, acconnfing and insueance counseling services as may he necass�ry at a�y time foe Ehe Project, 'rnctuding auditing services the
Clwnar may rec�uire to veriiy the Conirnctors Applicakions for Payment r�r to ascectain how or foc what purposes the Contractor has used the rnonay paid by oc an
beha]E of the Owner.
A.9 fihe serviees, in�ormation, surveys and reports required by Clwner undec Sections 4.S thrc�ugh 4.8 shall be furnished at the Owaee's expense, and the I3c�sign
Professiottal shal[ be entitted to rely upern the accuracy and completeness thereof in #he absence of any negligence on the part of the i)esign Professional.
9.I0 The Owner shall give prompt writ#en notice ta tke Design Professiooal if tha Ciwner l�ecc�mes aware of aay fault or defect in the Project or nonconforrnance wif13
the Cantract I?ocuments.
9.11 Design Professional shall prapase la�igtage fot cettifieates or ce�lifications Ea be requested af the Design Professional or Design Professional's cons�El#ants and
shatl submi¢ sueh to tha t7wiser for c�viaw and approvai at teast faurteen {i4) days prior ta execution. The qwner agceas not to teqaest certi�cations that wouid reqnire
knawIedge or services bepond the scope af Ehe Agmement.
e�l2T�CLE 5 Cl7NSTRiICTICJiY COST
5.1 CC7NSTItUCTI0IV Ct75'1' D��'INED
S,l.l Tha Construction Cosi sE�all be tiie total cost or estimated cost to the Ownee of all elements of'the Pmject desi�ned or speciised by the Desigrs Prcrfess'sonal.
5.].2 The Construction Cost shall include the eost at curcent market rates oilabor and mate€iais fumished hy the CSwner and equipment designed, speeified, selected or
specially providecl for by the L}esign Pro€essianal, plus a reasonable a]towance fpr the Cantrae#ar`s overhe��td and profit. Tn edditio�t, a reasonabte allowance for con-
tii�gencies shali be Snaluded fpr rnarket ccrnditions at t[�e time of bidding anci for changes in the work during constniction.
5.1.3 Canstn�etion Cast does nat include ihe cpmpensation of the Llesign ProfessionaF and Design Prafessianal's cons�Eltants, ttse eosts of the Iand, rights-a€-way,
financing or other costs which are the tespansib3tity of the Orvner as provided in Article 4.
S.2 RESPC}NSi13IC.ITit TOR C{7NSTRUCTIQIV COST
5.2.1 Evaluations of the Ocvner's Project 6udget, preliminacy estimates of Constzvcfion Cost and deiailed estirnates of Consi�vction Cost prepared by the Design
ProfessionaE represent Ehe F?esiga PrnfessionaYs besf judgment as a design prafessianat fanutiar witiF tCte constntefioR industry. It is recognized, �14R�ever, that neither
the laesi$n Professional nor the tiwner has controi aver ihe cost of [abor, materials or equipment, over t1�e �ontractor's me�hods oi deternuning bid prices, or ovee
competitive bidding or market conditions. Aceordingly, the i}esign ProFessional car�nr�t and does na� warra�ak or represent tha€ bids or cosE progost�ls wiil nc�t vary
Crom the Owner's T'm�ect 6udget ar from aFty estimate of ConsE�etian CosE orevrttuation prepared or agreed ta by the L)esign PmfessianaE.
5.2.2 No ftxed fimit of Construetion Cast sh�il 6e es#ablisfted as a condition of tha AgmemenF 6y tha fumishing, propas��E or establishrnent of a Project budget, ttnEess
such fixed limit has been agreed uport irt wdting and signed by the paRies thereta. If such a fixed limit has been estahlished, the T}esign I'ro%ssianat shaII be pern�'stted
to include contingencies far design, bidding and grice escatation, to defermine what m�teria3s, cquipment, componern systems �nd types of construct'ron ac�e ro he
included if� the Coniruct I7ocnments, to make reason�,6ke ndjustments in the scope of ihe Praject and to inciude in the CantencE C7€acamenis atternafe bids ta ad,just the
Constn�ction Cost to the fixed iimit. Fixed limics, if any, shall be increased in the amount of a�t ine�ease in the Contract Sum aceuni�g afte€ exec�tion of the Contract
for Consfructian.
5.2.3 If the Procurement Phase has not cam3neneed �vithin 90 days after the Design Prafessianal submits the Const�vctio� L}oc�Ements to the Owner, any Project
6udget or fixed lin3it of Constnzction Cost shall be adjusted ta re€tect changes in fhe general le4�el of prices in th� consfruction industry E7etween tha data a£ subFnsssion
af ti�a Construction Documents to the Owner and the dlte pn which proposats are sought.
ART[CZ� 6 Q�YN�I2SiiIP ANT? LFSE OF D{7CTJ14I�IV�'S
b.l The �irawi�tgs, SpeciCe,ltions arid other documents prep�zred by the t7esign Prafessin�ta[ for Ehis Praject are insE�iiments oF the Design ProfessionaPs service and sh�l!
become the property of tha Owner upon terminatir�n or completion of tl�e Ageeemeni an�i �vhen Design Professior�al receives paymenf far st�ch dac�Ernents. The Tlesign
Professionat is entiiled to seta3n copies of all such documents. Such dcrcamenfs 1re intended oxily i�e applieable to this Pmject, and Owner's �ssc of such docnments in ot[iec
projects shall ba at C3wner's sole risk and expense. [n tha event ihe Owner uses any of the infar�nation oe materials developed gursL�ant to tl�e Agreentent in anoiher project or
fot ather pu�oses than are specified in the Agreet�sent, the Desiga PrafessioaaC is �leased from any and aIl 19abitity re[14ing Eo lheir use iit that project
P��� �
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EXHIBIT 1
6.2 Submission or distn6ution ofdocuments to meet official regulatory rec�airemenES or for sirnitar pu�poses in connectian with the Projeet is not tobe canstrued as pub]ication
in derogation of the I)esign Pra%ssianal's rese��ed rights.
ARTICI,E 7 7�i2NIINATION, SIJSPE+ NSION OR ATiANLICII\TbIENT
1.1 The Design Pmfessianal may terminate the Agreemeni iipon npt tess fhan thirEy days wntten rtatice shoa►d the £}wner fait substantial[y to perform in accqrdance wi#h the
terms of tite Agreement thrnugh no fauit of the Lksign Pmfessional. Owner may terminate tSie Agreement or any phasa thereaf with or without cause upon th'rrty {30) days
pAar written notice to the I}asign Professianal. Ail work and iabor being ge�formed under the Agreement shalt cease im�nediate[y upan Llesign Professional's receipt of sueh
natice, Before the enti of Ehe thirEy {3�) day period, Etesign Professipnat shZll invoiee the tJwner far all wark it satisiactorily perfornted prior to the receipt of such notice. No
arnou�i shall be due for Iost or antiei�afied pro�ts. All pEans, fietd surveys, and other data retated to tha Froleci shall beco�ne propecty of the Owner upon tcrrnination of the
Agreement and shall be promp�iy dellvered [a the Ciwner in a reasonably arganized form. Should fJwner subsequentty contract with a new Design Frofessional for continuafion
of services on the Pro,�ect, �.sign Professional shalE cooperafe in providing informa#ion.
7.2 TF the Project is suspended 6y ti�e C3wner foe more than 30 consecntive days, tha T)es9gn Professianal shali 6e compensatec} for serviccs satisfactrarily performed prior to
notice aFsuch suspensio��. 1Vhen tiia Project is resvmed, the i�esigtt Fro€essional's compensation sh�i[ be equita0ly adjusted to provide for expenses incurred in the interruption
and resumption of tha 17esign Professional's services.
7.3 3"ite Agreemeni ntay be ferrninatec� by the Uwner upon not Eess than seven days written noFice to the Design Professional in tha event that the Pm}ect is permvlently
abandoned. Tf Eha Pmject is abandoned by ihe t7wner fvr rnore than 9Cl consecntive days, the }�esign Professianai or the Clwner may tecminaie the Agreement by giving �vritten
notice.
7.�i Fastu� o€the Ounier to make payments to the I)esign Professionai for work satisfactori[y completed in accordance with the Agreement shall be considered substantiai n4n-
performanca and canse iar terntinatioo.
7.5 If the Owner faiis to n�ake payment ta Uesign ProfessionaE within thirty (3Q) days aF receipt of a stateinent for services prope�iy and satisfactority performed, the Design
FroPessional may, upon seven days written notice to the C?wner, suspenc[ perforrnance of services under tha Agreement.
1.fi Tn tha event o€ terntination not the fault of the D�sign Pmfessionai, the Design Profe�siona! shail be conipensated far services peogerty and saiisfactoriiy performed p�ior ta
termination.
ARTZCI.E 8 PAY�iEil'TS TCl THE DESIf;.AI PROi�ES3I0I�AL
S.I L}II2ECi'P�RSOIti(NEL�XP�NSE
8.1.1 D'arect Personnel Expense is defir�ec3 as the direct salaries of the i7esign Professional's personnet engaged on the ProJeck ared the poetion of tiie cost af their
manc�atory and custornary contributions anc2 &enefits reEated thercto, sueh as employment ta;ces and other stafutory empioyee benefits, insuranca, siek leave, hotidays,
vacations, pensions a»d s'smilarcontributions and bene�ts.
8.2 It�IMBL1It,5A8T,� �XPEFVSES
$.2.1 ReimHursabla Expenses are ia addiEion to compensation far Basic and Addiiional Services and inetuds expenses incurred by the L?esign Professional and
C?esign Professional`s employees arsd consultants in the interest of the Praject, as iden[if[ed in the foilowing Clauses.
8.2.1.1, Expense o�'trac�spa�atian in connection rvith the Pro,�ect; expenses in connection �vith authodzed out-oF town travel; long-distance conununic�tions;
anct fees paid for securing approval af auihorities having j�3risdiction ovcr the T'rajeci.
8.2.1.2 Expense of reproducfions {except the repradaction of the sets of documenfs referenced in Subsectioa 2.6.193, postage and hand[ing of Drawings,
Sgeci�ications and aElier dociimeats.
8.2.3.3 If aathorized in advance by khe Owner, exgense of oveitime work requiring highee than regutar rates.
8.2.7.4 Hxpense af rende�ings, n�odeis and mock-ups rea�uested by 1he (Jwnee.
8.2.1.5 Expense af conrputer-aided design and drafting equipn�ent iime when nsed in connectipn �vith the Project.
8.2.I .fi Other ex�enses ihat are approved ii� advance in wr�ting hy the Owner.
8.3 PAY�IENTS C1AF ACC{7IJN'P OP BASIC S�RVICFS
8.3.1 Payments for Basic Services shait be made monthly and, tivhere applieable, sitall be in proportian to serviees p2rformed witiiir� eaeh �hase of sarvice, on tiie
h�sis set forth in 3ectio�� 2 of the Agreement and the schedule of work.
8.3.^� If and to thc exteEit that ti�e iime initialty esEahlished in the Agreeme��t is exceeded or extended thmngh no fautt of the Design Professional, compensation for any
services renderect during the addiiional period oftime shail be computed izr the manner set fortit m 3ection 2 0€ the Agreeroent.
8.3.3 «The3� compensation is based an a percentage of Cnnst�uction Cost and any portions of the Project ane deleted or othenvise naE canstructed, campensatioa far
those portions oF the Froject sha11 be payabte tv t[ie extent services are perfocmed on those partions, in accoedance with tha schedu3� sec forth ia Section 2 qF the
Agreemenf based on {I) tha Iawesi bana f�de bid or {2} if na such bid ar propasal is re�eived, the mast recent preliminary estimata of Canstn�etion Cost or detaited
estimate of Construction Cost fors�roh poE#ions of the Pmject.
&4 PA'%'NTGi�'8 O�i ACCOT.)1'�1' Ok� ADDI,�OA'rii. SEItV1C�S
$.�.i Payments on aecount of ttie t)esigm Professianat`s Additianal Services a3td for Reimbucsable Expenses s�al! be r�tade �ttontlyly witE�i�i 30 d�ys after the
pr�,sentatiart ta the O�rrner ofthe Design ProFessior�al's staterneitt ofservices rendered ae expenses €ncurred.
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EXHIBIT 1
8.5 PAYIYlEN�'S WW%'TIiI�LD No deductions sh�1t be made from the L)esign Pmfessional's compensat'son on account of penalty, iiquidated damages or other sums witi�hetd
€rom payments to contraceors, ac on accounk of the cost ofchanges'tn the ��ork other tE�an tiiase for which the T}esign Prafessional is responsible.
8.6 DT5iG1+I PItOI��SSIQNAL'S ACCOCT�'�Ii�� ItECORDS I}esign Prafessional sttall ma[ce avai]able to 04vner ar Owner`s authorized regresentative recards oF
Reimbnrsable Expenses and expenses pe�f�ir�ing io Additiona! Services and serv'rces perfornted qrt tha basis oP a multigle af L?irect Persr�nnet Expense far inspectiort and
copying doring reguEar business hours for lhree ��ass after the date of Ehe £inal Certificate of Paymeni, or until any [itigadort related to the Project is final, wriiehever date is
latee,
ART[CL� 9 I�iDE�4INITY
9.L The Design Professional shalE indemnify and save and hoid haxznEess the dwner and its officers, agcnts, and ernglopees from and against any aad all liability,
ctairns, demands, damages, losses, and expcnses, includ'aiig, bt2t not }'srnifed Eo court Costs and reasonable attarnay fees 'sncurred by ihe Owner, and ineluding, without
linutatian, damages for bodi[y and personal injury, death an�i property dan�age, tesuliing frain the negl'sgent acts cte omissions of the Design Ptofessional ar its offccers,
shareholders, agents, or employees in tha performance of fhe t�greement.
9.2 1+Ioihing heeein shall be construed ta ereate a liability to any person who 'rs not a party to fhe Agreernent, and nothing herein shali waive any of fhe parties' defenses,
bath at law ar equity, to any elairn, cause of actfon, ar litigatinn �ted by anyone not a party ta the Agreemene, ineluding the defense of governmental immunity, which
dafenses are hereby expressly reserved.
AR'1'ICLE 101NSIJRriIVCE T3udng tha performanee of tha Services under tha Agreement, Design Professional shail maintain the foltowing insurance with aa
'snsurancc company licensed or authorized to da business in the 3tate af 't'exas by Ehe Stafe [nsurance Commission or any successor agency lhat has a raling with Best
ltate Carriers of at least an A- or above:
10.]. Compz�hensiva General C.iabi]iry insurance wiih i�odily injury i'smits of not less fhan $1,004,ti{HI fs�r each ctecurrence and not fess than $2,Q4i0,46U in tlie aggregace,
and wifh property damage limits of not Iess [han a�t0(},400 for each occarrence and not less than $2S(},t30p in tha aggregata.
10.2 Automnbile Liahiiity Insurance w'sth bodity injury timits of not Icss than $500,40(} for each person and not tess than �5Q4,Q(}0 for each accident, and with properEy
damage limifs of nof less than $l(}O,Ot30 foe each accident.
10,3 �5'orkee's Cornpensation Insurance in aecordanee tivith statotory cequirements, and Ernployacs' Liability [nsnrance �vzth [imits of noi less tE�an $IOO,tXlO for each
accident inel�tding occupationat disease.
10.4 i�eleced
10.5 The i7esign Professional shalt fumish insurance certi�cates or'snsueance polieies to the Owner evidancing insar,ance in compliance urifh this Article 10 at Ehe time
of the executian of the Agreement. The C�eneral Liabitity anci Automobite Liability insurance pnlicies shati name the Ownec as an additional ins��red, the ti'Vc+rkers'
Compensation policy shall contsin a waiver of subragation in favor of tha Clwner, and each paiicy shall eontain a pcovision ihat such insurance shat! nat be canceled or
modi�ed withot2t th3rty (30) days' prioc written notice to C7avner and I}esign Prt�fessionaL In such event, thc Design Professipnal shatl, prior fa the effective data of the
ehange or cancallation, fumish C}wner with suhstitute certificates of insurance meeting the reguirements of this Articte IC�.
AR'Z'ICLEli Nff3C`iLLAtYECtC75PitOVISI�N5
I1.1 The Agreement shali 6e govemed by the Eaws of tha State of Taxas. Venua of any suit ar estuse of aciion under the Agreement sitaif tia exclusively in Denton County,
Texas.
11,2 The Owner and Design Professional, respectively, bind themselves, Eheirpartners, s�iccessois, assigns aad Cegal representatives to the other p�rty to this Agreement and to
the partners, saccessors, assigns and legal r�presenta[ives of such other pa�ty witfs respect to all covenants of kiiis Agreement. The Design FroPessional shali not assign its
interests in the Agreement v,vithoui the writken consent oPthe Clwner.
11.3 The term Agr�ement as used herein ine]udes the executed Agreement, the Propasal, Ihese GeneraE CondiEions arid ather attachments referenced en Section 3 of the
Agreement wh'sch together repc�esent Ehe entire and integrated agseemenc bet�veen the Owner and L>esign Professional and supersedes all prior negotiatians, representations ar
agreemenQs, either written or ora[, 'fha Agreement may be amended onty by wriiten instcvment signed by trqth Owner and Design Professit�nal. When interpreting tha
Agreement the axecitted Agreement, Pr�tpasal, tliese Genentl CondiEions and the othet attachments referenced in Section 3 of the Agreement shatt ta Ehe exfent that is
reasonahly possibla be read so as to harmanize the provisions. However, shoald the pravisions of tEtiese dacnments 6e in coni�ict so ihae Yhay can not be reasonab[y ha€moivaed,
snch documents shalt be given priority in the following order;
i. Tha execated Agreement
2. Attachn�ents refetenced in Section 3 of the Agreement aEher fhan ihe Propasal
3. These General Pmvisic�ns
4. 7`ha Proposal
JI.4 iiothing cantained ia dte Agreement shali create a contractc�al reiateonship wilh or a rause oF aotion in favor oi a third pai#y against eitfier the Owner or L3esign
Professional.
IJ,S ITpon receipt of p�iar written appeov<7t af Owner, ttie Desig�i Frofessional si3all have the right to include representations of the cicsign ofthe Project, i�cluding photagraplis
of the exterior and interiae, among fhe Design Professionnl's promotional and pt�ofessionzt materials. 'Che C7esign Professional's materiats shall not inc[u�ie the Qw��e�s
cnnfdentisl oc praprieiary information if the Owner has previously advised tlta Design Prafcssionat i�� rviiting of the speci�c inform�tiait considered by the d�,v�er to be confc-
dentia! or propriefary. The O�vner shall provide professional credit for the I)esign Professiona[ an the constnlction sign and in tha promqtional Fnateriats Poc fhe Projeet,
. Page J {�
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EXHIBIT 1
11.6 Approva[ by the Uwner shall not constitoke, noc be deemed a releasa pf the responsibiiity and Eiabiiity of the Design PraFessional, its empiayees, associafes, agents,
s��hconfractoes, and subconsultants for the accuracy and comgetenoy of kheir designs or other work; nor shall sueh approval be deertted to be an assumptfon of such
responsibi]iry by ihe Owner for any defect in the design or other work prepared hy Ehe I}esign Pro%ssional, its emptoyees, subeontractors, agcn#s, and cpnstEltants.
11.7 A]1 nptices, cpmrnunieations, and ceports required or germitfed under the Agreement shali be personatty �telivered or maited to #he respective partirs by depositing
same in the LJnited States mail to the address shotivn belaw signature biock on the AgreemeE�t, certified mail, reium recaipt requestec�, unless othervrise specifted heeein.
A1l notices sitalE 6e deented effective upon reee'spt by ihe parEy to wham sucl� notice is given, or within three {3� days after maiiing.
11.8 Tf any pravisian af the Agreemeot is found or deetned by a caud of cornpetent jurisdiction to be invalid or unent'aeceabta, it shaEi be cqnsidered severable frorn the
remainder of tfie Agreement and shall not caiise the rern�inder to be invaEid or unenfor�eable. In such eveni, the pacties shall reform the Agreement to reptttce such
strteken provisiort with a va[id and enfoccea6le pravision which cames as ctase as possi6le Eo expressing the intention of the stricken provision.
� 1.9 The I�esign PrpfessiQna[ shal[ comply with aEE %derai, staYa, and local taws, n�les, regulafions, and ocdinances applicable to tha work covered hereunder as ihay
may now read ar hereinafter be amended during tha term of this Agreement.
11.10 fn performing the Serv'rces reqaired hereunder, tha f7esign Pcofessional shall not diseriroinate against any person on the basis of raca, color, reEigion, sex,
nationaf origin or aneestry, age, ot ghysi�al handieag.
il.i1 The captions of the Agteement are fac informa#iortai porposas crnly, and sha11 no[ ia any way affect the substantive ferms or conditions of the Agreemeat.
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EXHIBIT 1
CONFLICT UF INTEREST Ql3ESTI4NNAIRE
Far venc#ar ar ather persart doing business wi#h local gavernmental enti#y
This questiannaire r�flects changes made to the iaw by H.B. 1491, 80th Leg., R�gular Session.
�' �
OFFI�E USE UNLY
This questionnaire is being filed in aceordanee with chapter 176 of ihe Local Government Cade by a�a�� �e���v�a
�ersor� who has a busit�ess reiafionship as cfefined by Seetion 17f.001 {`i -�} wiih a Iocal
govern►nental entity and ihe person meefs requirernents uncler Section 176.006(aj.
By law this questiartnaire rnust be filed with t�e reeords �drr►in'tstraior of the iacai governmen# er�tity
not �ater than th� 7th b�sir�ess day afier tY�e date the persor� becomes aware of facts ihat require #he
stafern�nt to be filed. See Section 176.0�6, �.ocai Governrnent Code.
A persan cornmits an offense if the person knowingly violates 5�ction 176.OQ6, L.ocal Governrttent
Code. An offense under tt�is seciiort is a Class G misderneanor.
1 Name c�f person who has a business retationship with local governmental sntiiy.
3
�
� Check this box if you are filing an upcEaie to a previausiy filed questionna9re.
(The 1au� requires that you fiEe an updated cacr�pEeted q�restionnaire with tfi�e appropriate fiiing aufhority not Iater fhan the 7�` business
day after Ehe date €he origina[1y iiled questionnaire becames incomplste or inaccurate.}
Narne af [ocai gavernment ofiicer with wham f+Cer Itas an empteayment or bus€ness reia#ianship.
�Iame of O[i6cer
1'his sec#ian, (it�m 3�ncluding subparts A, B, C& C1j, rnusf be eomp[eted for each oiiicer with wham ihe fiier has an empfoyment or other buslness
relations�tip as defined by Sectian 176.00'1(i-a}, Lacal Ga�ernment Code. AtEach add'ttional pages fo this Form ClQ as r�ecessary.
A. Es the [aca[ governmeqf officer named 9n this seclio� receiving or fikely ta receive taxable incame, other than investment income, from ftre
tiler of the questionnaire?
� Yes � No
�. !s tha filer of ihe questionnaire receiving or li3ce[y to receive taxable ineome, other than invesfn�ent income, from ar at #he d'€rection of the
local government officer nar�ed in this section A�I[� fhe taxable +ncorne is not received from the local g€�vernmental snlity?
0 Yes � �fo
C. Is the filer o� this questionnaire empic�yed k�y a corporation ar other business entify wrlth respect fo which the tocal governrnent off€cer
serves as an ofi'scer or direetar, or hatds an �wnership of 1� percent ar more?
0 Yes � �Io
D. E7esoribe each affiliat'san or business reiationshEp.
Signature of persan daing b�siness wifh tYte governttzert#al enlity
Clafe
Adopted Q612912Q07
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EXHIBIT 1
I. INTRtJDUCTfON
The City af Dentan (OV�INER} intends t� upgrade its Lake �ewisvi#Ee Water Treatrnent Plant {WTP) to eomply
wi#h applicable codes and future regulatory standards ar�d to t�nee� customer water q�ality qoals. Malcofm
Firnie, Enc. {ENG[NEER� �i11 perform professional engine�ring services ta canduct pre-selection of
eguipmer�t, desiqn, bid and construct3on pi�ase services {PRCIJECT}.
� �.=�� " . .
The scope of worK and fee is based on the preparation and bidding of one cc�nstruct'ror� cc�ntract.
��i, D�TAi�ED TASK D�SCRIPTI�NS
ihe Ei�G[NE�R will con�uct the praject in the following phases:
� 1��sign Phase - Preparation af Pre-selectian aocuments and Construction Plans and Specificatians
� Bid Phase - Advertisement ancf Bi�d'tng Services
� Construct'ron Phase - C}ffice Administration Services �uring Construetion
A. Qestgn R�f�as� -�repara�ior� of Pl��s �nd �p�cifica�Ior�s
ENGiNEER wElf prepare pians and specificat[ons st�itab{e for bidding the PR�JECT as detailed in the
foilowing tasks. 7he elements of the design are as reccrmrnended in Chapter 7 of the "Prelimirtary Design
of C.ake C.ewisvil[e Water Treatmer�t Pfant Upgrade - TechnicaE Design Mernorandram" {FER} dated March
20Q7, including and as modified beiaw:
� Raw water pump staiion tapgrades - design one variable freque�cy drive {VFD) ta function with
either one or two of t�e pumps; evaluate the merits of a magnetic variabEe speed drive as an
aptior� to the VFD approach. No work is anticipated for ti�e potassium permangar�ate sysfiem.
� Ne�v raw water ozone #acility -- desigr� azone system including liquid oxygen {�OX} storage,
vaporizers {ambienf or water bath), ozane generatorst nitrog�n boost system, cooiing water
system, generator building, concrete contactors and ozone destruct units. Prior to detailed
design, eanduct an eva(uated approach for ozone equ�pmertt pre-selection. ENGINEER will assist
4EJV�1�R in �he seiection af ozone sys�em s�pplier {OSS) through a competitive bid pracess. Tt�e
design wi11 be aroun� the se[ecteci manufacturer. T�te pre-select�or� process wi(I ir�clude site vlsits
(OWN�R and �NG13�E�R� to an ex�s�ing opera#ir�g water treatment plant with azc�ne by each t3SS
to be included in th� eval�ation. The t�WN�R and �€�GiNE�R wilE als� visit the
rnar�ufac�uring{testing faciiity of each aSS to be eva[uated �n the p�e-selectior� pracess. Pravide
provisiotts for acid feed, chlorin� 1 ammonia feed� an� citric acid f hydrogen peroxide at the ozone
cantactor for bromate format�on contro! and q�aenchir�g o# ozone, if needed in the future.
� Rapid mix #acility - des[gn a tF�ree ehambered, concrete basin at the end a# the ozane conEaetors
with tnechanical mixers in reaetar iubes to mix coagUfant and other chemicals into the ozar�ated
water.
EXHIBIT 1
� Flocculation basin upgrades - design 4mprovements to retrofit the existing floccuEation �asins with
hydraulic bafFles with a mechanica( mixer fc�r trir�rnirtg to achieve 2:t tumdawn Eper basin) in
perfarmance; provide new handrai# ar�d re�air a�d coat degra�ed concrete.
� Sedimentatior� basin upgrades - conduct evaluation then design impravements to retrofit the two
zones of eacl� sedimentation basin with either circular co[leetors bath zones or a horiz�ntal track
driven, vacuum sludge remaval syster�t in both; remove old meehanisms and control panels;
design a new f[oor and sludge remova! piping ta discharge sludge to t�e existing sludge piping
system; repiace raifing and qrating and repair degraded concrete. �N�EN��R wi(I assist OYVNER in
the seiecti�n of sludge eollectors through a negc�tiated % sole source selection process. The
design will be around the selected manufact�trer.
� Filters upgrad�s -- design irnprovements io retrofit all sixteen filters with new air { water
unc#erdrains, air scour pipinq and b[ower in a separate buifding tserves all f�lters�, grave( support
bed Eif necessary}, granular activated earbon media� FRP tro�ghs, eancrete repairs of ir�terior
filter box surfaces with new caating, retrofi� eff(uent piping with filter-to-v�aste capabil�iy, handrail
around the filter box and new fiiter eantroE paneL �NG[NE�R will assist OWN�R in the selection of
underdrains �hrough a nego�iate� / sole so�rce selection process. The design wil( be around the
selec�ecf manufacturer. Rep[acing exis�ing filter control vafves and actuators and assoeiated
piping is not anticipated.
� Backwash system upqrade - design a new 0.4 MG elevafed tank and associated supp�Y pumps f�r
uneh3oramfnated b�ackwashir�g of filters; r�odify the existing �ackwash purrtp 1 piping for standby
service; repair the backwash piping and provide capabili�y #o feed chlorine to back�vash tank
piping for periodic mair�tenance of tank water quality and per[�dic disinfect[on af the fi[ters to
cpntrol biofogieal grawth as necessary.
� Chlorit�e an� amn�ania system upgrades -- conduct an evaluation of cc�sts of liquid systems �o
replaee exis�ing gaseous systems on a life eycle cost basis, �NGINEER will assist C3WNER in the
se[eetion of ci�lorine eq�iprr�ent (far on-site generation aption) through a nsgotia�ian I sale
source process. The design will be around the sefected manufacfurer. The lev�l of effort for
design assumes ne� Iiquid ammonia storage and feed sysfem a�d, based on an evalua#i�n, design
of either ar�-site generatic�n of sodium hypochlorite ar li�uid� bu(k sodium hypachlorifie storage
and feed system. itte seEected systems would be haused in a new single s�ory building.
� Causfiie r�ix structure -- c�esiqn a new ca�stic mix structure wi�h fwo rnix chambers and associa#ed
�ixers and piping chanc�es; eonvert the caustic feed to flow pace eontraE wi�h pH trim,
� F{uoride sys�em u�gra�es - design a new fnundatiQn and containmer�t to install �he existing
ff�oride system �uilding, controls and starage tank; relocate the fluoride feed dow�stream of the
filt�rs.
� Miscelfaneous cherr�ical system upgrades - d�sign a new ciiuider wa�I between the caustie and
ferric sulfate storage tanks; specify a new ferric sulfate storage tan�C for the cracke� tank; ar►d
remave unused chernical pipir�q within the filter �allery {caustic, ch[orine and ammonia).
�� Solids handling and recycEe basin upqrades - c�esign improvemen�s to the contro[ for the sludge
d�ait�ing and �nstall a concrete line� detention basin to rnanage flow volume to the sanitary sewer.
Irt addition, evaluate and �esign a retrofit �o the �xisting washwater detention basin with sludge
thickening capab[lity sirnilar to Gravity Systerns Eateral thickening concept.
� S[tework upgrades - design new cortcrete pavinc� arc�und the azone ec�ntactor ar�d ozone
generaior and chemicat buildings and new fencir�g along t�e east side of the property. Drainage
will be manaqed within existing drain eourseways.
EXHIBIT 1
� S��e piping upgrades -- design a new washwaker recyc�e line tc� discharge ahead of the new ozone
contactors� new raw water piping to integrate the ozone eontactors and new 3Q-inch pipe to
irnprove flow split tc� the basin eompiex; new cher�ical feed pipir�g to new chemica! injectian
locations for ferric sulfate, �alymer, chlari�e, arr�monia, caustic ar�d fluoride; piping mc�dificatians
to ineorparate the new backwash tank.
€� Electrical upgra�es -- design electrieal fc�r #he new faci{ities and upgrades far priori#y i and 2 items
id�ntified i� the PER.
� lnstrumentation and controi -�todify the existing control systerr� to incorparate the new pracess
components (e.g. VF'D at raw water pump station, ozone system, rapid r�ix, fioceulators, sludqe
rnechanisms, filter �a waste, air scour and unchloraminated backwash, chemical systems (flow
pac�d}, caustic rrtix sfructure, �ol�ds handling cantrof, sec�ri�y, fire rnanitoring, etc). Repiace the
o[d filter consoles with new consoles. Repface a[I plant turbidimeters. It is anticipated that
Ei�Git�EER wi{1 prepare P&IDs and contra! strategies but configurafion wilt be conducted by �he
Construction Cor�tractor instrumentatian { SCA�A subeontrac�or.
� Miscel{aneous p#artt upgrades - for the opera�ions buildtng. design a chilled water system, fire
sprinkler syst�m, rep�aee the ceiling tile and light fixtures an� lower the ceilir�g an the second
floor. In the filtet' control building, clear► and repa�nt the ceifirtg and enc�psulate the flaor tile.
Install (ightning pr�tection and replace all doors and windows {instaEled priar to the �987 upgrade)
at th� Operations, Maintenance and Filter Buildings.
The 4WNER's budget for the project is approximateiy $26.4 r�ti[lian. At the outsefi of the project, ENGINE�R
will uvork with QWN�E2 ta prioritize select itert�s from the previously mentioned design cQrr�ponents and
identify three or more alternatives that OWNER may eEect to delete from the PRCIJECT should the bids
exeeed �he OWNER's budget,
TasEt � - Project Adrninlstration
ENGif�l��R will conduct pr�jec� management �f the work including project �lanning; preparation and
subrr�ittal of monthly activity reporEs, invoices, sehedu(e upda�es and decision nee�s to the OWNER;
management and coardination af subcar�trac�ors; ar�d rrtonitoring and control af schedule. Cotnmunication
with the �WiV�R wi[i generaily be weekly through phone ca€Ifs ar emaii, as appropriate with written
eaminunication for subs�antive items,
Deliverabies:
� Manthly activity repc�r�s, schedule updates an€1 invaices
Task 2- Coordina�ion and Miles�ane Review Mee#ings
�NGIf�E�R will c�ordina�e and atten� deliverable review workshops to obtain and discuss C1WN�R review
comrner►ts Qn design dc�cument submittals. These workshops are antiefpate� fi� occur at approxirnately �he
project startu�. 5t�, and 90 percent design milestones. It is further antieipai:ed that �NGIi��ER wil) meet
with �Wi�3�R twa addltional tirnes ta review eguipment 1 system eontral philoso�hies of facilities and the
maintenance of plar�t operations pEan,
At fihe startup canference at the 4W�I�R's offices, ENGlNEER wifl discuss fihe PRCIJECT incEuding
introduction of the projecfi tearr�, identification of de{iverables, schedule, discussion af additional data
re�uirements, and project goa(s ar�d objeetives. Tine r�ilestone review meetings will be hetd to obtairt
OWNER camtnents on miiestone deEiverables.
EXHIBIT 1
L1@(1V@C1b�@5:
� Meetir�g ag�nda
� Meeting sumrnary within 5 days to docurnent key decisions, agreed action items and camtnents
'Fask 3� Technicaf Desiqn Basis Summary and EquipmenE Se[ection
ENGINEER wil! prepare a draffi design basis table by facility that wi(E ar�iculate the charac�eristics af the
PR4JECT features inciuding prelirninary equipmen� selectior�s. The intent afi this task is ta obtain flWt��R
eonsensus on the preiiminary sizing, footprints, and eg�iprrtent choices for eaeh iter� of wark.
ENGiiVEER will prepare pre°selection documents far tl�e ozone equipment to sufficient detail (technical
specification with Ci�y fron� encf document and sci�ematic leve! figuras} to obtain c�mpetitive quo�atians
fram qualified bidders, tJpon receivin� guotations, �NG(N��R wi[I cant#uct an eva[ua#ion then make a
reeommendation af award to the 4WI�ER. The design �asis surnmary will be updated to reflect th� selected
rnanufacturer.
The final surnmary will be submitted to the OW�l�R for iock-in of the design. The memorandum will serve as
the basis of design fcrr the PR�J�CT.
De[ivera6les:
� PDF electronic file of the equ[pment bid docurnents to praspective bidders
� Pt�F' of the design basis summary memorandum
Tas[c 4- Perform Geatechnlcal InvesiigatEOn
A subconsultant speeialized i� geateehnica! worlt wif! be selected to perforrn a qeotechnicai inves��gatfon af
the newr strueture loeations. The purpose of the investigation wil! be to evafuate the r�ear surface
geological co�tditions and to provide geotechrtical conc{usions and reeornrnendations regarding:
� General subsurface conditi�ns
� Sail and gealogic conditions at the struckures,
� aepth to groundwater or seepage
� Excavation considerations
� Recornrrtendations far trenching and sharing, founcfation �esign ta addres� bearing pressure,
anticipated settiements, groundwater, swell pater►tEal, shear, corrtpaction requirements, piling� and
select fiill requirernents for structures cor�struction
� Sail carrosivity
Up to 15 borings at abaut 4t} feet �eep each are antieipated. After c€�mpleting the field explaratory work
and labaratory testing, ar� engineering analysis and report wil! be prepared surrtmarizing findings and
recornrnendations of the geot�chnica( investigation. �'his task also includes ENGINEER`S labor effork to
coordinate wi�h the geotechnicai ertgineer.
Reliverables:
� pDF eleefironic file will be st�bmittec� to the t�WN�R far record purposes
EXHIBIT 1
Task 5- Conduct Fleld 'Topographic Surveys
Provide field surveys, through a subcc�ntract, of sit� features in areas of work includinq elevations c�f weirs
and intereonnecting s�rfaee features, corners c�f bui[dings in areas of proposed work, and vertical surface
features. Topographic and buried pipe infiorma�ion w�ll be prepared in e[ectro►�ic forrnat {AutaCAD}.
Available recc�rds of utilities furr�ished by 4JWNER {electric, water, sewer, gas, cabie, petroEeurr�l artd cable}
wiil be reviewed and appropria�e infQrrnation included an the mapping to dr�cument subsur#ace and
otherwise nan-visibte canditir�ns. T'he flWt�EF2's forces will condc�et p�ysicaE excavation af existing utilities,
if req�ired.
Deliverables:
� PDF electranic file of tf�� site tapagraphic features
Task 6- Prepare Draw[ngs and Specificatlons
Prepare �etaile� drawinqs for the constr�ctian cantract. �►rawings wiii be prepared in electronic forr�at in
�NGINE�R's AutoCAf3 sof�ware. ihe design wif! irtcorparate applicab(e Malcoim Pirnie and OWNER'5
standards.
Prepare project specificatians t�sing the sixteen-division, modi#ied three-part format of the Canstructic�n
5pecifiications Institute. F'ront-end docu�nenfs {Divisian Q) wi[1 be �WN�12'S standard documents as
m�dified by Malcolm Pirnie in the Spec�aE Cc�nditians. The rerrtain[ng techn[cal specifications will be
prepared by the ENGIi���R �sir�q Malcolm Pirnie documents and �he QWt��R's standard requirernents as
applieable.
tt is anticipated that the OWN�R will review and pravide wrifiten eamments on �he deliverables wlthin three
weeks after reeeipt for the 5£7 and 90 percent se�s. The E�iG1NEER will provide detailed wtritten
confirmation of the changes rest�ltirtg frc�m the OWNER`s review af the doc�ttnents.
Deliverables:
� At the 50 and �€� percent rr�ilestanes, subrnit five 22 x 34 ir�ch ar 1t x 17 cs�pies 44WN�R
preference} of the dra�vings andlor electronic version tPDF) of documen�s t� the �WNER far
revietnr.
� Rt the 50 and 90 percent milestanes, f�ve cop�es of the cc�mplete specifications andjor one
electrt�nic capy {PDF) witl be submitted.
Task 7- Opinion af Prababfe Construc#ion Casts
Prepare an api�ion of probable constructian cost of the PROJECTt which inclu�es surr�rnaries af �itl iterns
ar�d q�antities as appropriate. The level of cont3nqency wiEl be depencfent or► the tnilestorte status and wiEE
start at 15°./o at the 5U percent mi�e��one and decrease to 14°lo at the 94 percent mifestorte and 5°lo fcrr �he
bid ready set.
Deliverab�es:
� PDF electronic fife at the 50 and 9C3 percen� design points and a finaf cost opinion of the
an�ieipated construcfiion cost prior to bid.
Tas�t 8� Quafifiy Assurance and Control
Al( work produets w�![ receive an ir�-hause �uaEity control review by at �eas� one ofi Malcolm Pirnie's
techr�ical director designates. This incEudes tec�nical memoranda and drav�i�g and specificat[ons a� fihe 50
EXHIBIT 1
and 90 percertt design point. The 50 percent review will include a canstr�c�abiEi�y artd operab�Iity review by
experienced Malcofm Pirnie specialists.
Deliverables:
�� None
Task 9 - Regulatary Approval
Coordir�ate the revieu+ of drawings and specificatians with TC�Q and iexas Department af Licensing and
Regulatian iTDLR} personnei. This includes transmifting the previousiy completed PER, specificatf�ns and
drawings and tecl�nical merr�oranda, answerir►g questions via �el�ph�ne which may arise during the review
process, artd �rovidir�g supplemental infarmation �a support the desiqn.
Re(ivera�(es:
� �ne set ofi �echnica[ desiqn basis summary, specificati�ns and 22 x 34 inch set of the drawings to
TCEQ
� 4ne set of specificatiarts and 22 x 34 set ofi drawings to TDI.R
�. Bid Ph�se � �dv�r�l�ement ar►d �idd�ng ��rvices
�NGINEER will perfarm Bid Phase Services as detaileB in the follov�ing tasks follc�wing eompletion of design
S@CVIC�S.
Task 1- F'urnish Reproducible Contrac�E Dacumen�Es
F�rnish reproducible �id packages, drawings, specifications and geotechrtical re�orts for repr€�ductian and
distrihu�ic�n by the ��fGINEER. ENGII���R wi6i charge the CantractQr and Suppliers for the dacumer�ts but
provide them at no charge to five P[an Houses.
Deliverables:
�� Specifieatior�s and z2 x 34 inch se� of the drawinqs to Bidders and Plan Nouses
1"aslc 2 - Biddittg Assistance
Assis� the OWNER in bidd9ng the construction cnnfiract inc[uding:
� Furnishing the neeessary project �escription fvr the advertisernenf of the project by the �WNER.
T�e OW�JER wifl pay the cast af advertisement irt newspapers and periodicals.
�� Docurt�ertt inquiries from pr�spec�ive bidders. The necessary respanses to the praspective
bidders wilE be provided in the forrn of adtlenda. Prepare addenda and distribute to drawing
f�nlders. A total of two addenda are anticipated.
� Presic#e at a pre-bitl meeting at the 4WN�R'S faeilities and subsequ�nt tour af the PROJECT site.
Defiverables:
� Pra�ect descriptic�n for advertisement
� Adder�da
EXHIBIT 1
Tas�C 3• Bid Opening and Evatuation
Attend bid opening for conskructic�r► contract at the C3WN�R'S faeilities, Eva{uafie bids and prepare �etter of
recotnrnenda�ion af award to the t�1NNER, One member of the ENGIi�EER'S tearn wilf attend the bid
opening.
De(iverables;
� �.etter for reca�r�endation af award
Tas�t 4- Prepare Formal Gontract Documents
Assist the �WN�R in the preparation of conforming Contract f�ocuments fc�r exeeu�ion by the successful
bidder of each construction con�rac�. This includes �repar-ing confc�rmed set af drawinqs and assem�ling
the specification with the bid proposal and other exeeuted forms.
�eliverables;
� Pos�ed drawir�gs and assembEed specifications with Gc�r�traet Documents
�C. C�n��ruc��on P#�ase ����ice Adm�nis�ra�i�n ��rvices duri�g Cons�ruc�i+�n
ENGlNEER wil! perfarm construction corttract administration services as detailed irt the follawing tasKs.
Task i- Hotice to Proceed
Subsequent to exeeu�inn ofi the Cor�strt�ctian Cor�traet Documen�s by the C}WNEF2 a�d the Construction
Con�ractor, the OWN�R will issue the Natice to Proceed to the Construction Cflntractor.
'fas[t � - Precottstruc#ion Submtttals
U�on issuance of the Notice to Proceed, the ENGINEER shall receive and review Constructic�n Contractor's
preconstruc�ian submittals including, but not limited �o, lists of subcontraetors, criticai path scheduEes,
sehedule of vaiues, progress and cash flow scheduEes, and submittal schedule. The ENGlNEER will notify
the Construc�ic�n Contrac��r of any incorr�plete items ar omissions and +uork with the Construct[on
Contractor untii a complete and correct se# of preconstruction submittaEs has been acear�p�ished,
Deliverables:
�� Review ietters far the precor►struction submittaEs
Task 3 - Preconsiructton Conference
The ENGiNEER shall s�hedule and eonvene, in canjunction wit� the CtWNER, the precanstruction canference
for at the OENN�R'S faciEities to disc�ss general and speeific requirements for fu[fi[I[r�g the Construetian
Car�tract. ihe E�lGINEER will explain �he cor►tract requirements related to site access, operatianal
interfaces, reporfing, and schedule and cost management, lir�es of communieation, quality eontrol and ather
ac#rninistrative requirements. The E�3GIM1lE�R urill prepare an agenda at ieast ane week in advance af the
rt�eeting, sur�nrnary of �he cor�ference, and distribute that summary to a1i at�endees.
Deliverabies:
� Meetinq agenda
� Meetir�g sum�nary
EXHIBIT 1
iask �4 - Revtew 5ubmittals and Shop Drawings
Submittais from t�e Construetion Cc�n�ractor wi1! be received, #ogged, distribute� to the CtWNER, and
reviewed by the ENGINEER. ApplicabEe QWNEI� review cor�tt�nents, which are receive� in a timely fashian,
v�ill be com�ined with the �NGIN�ER`S revi�w comments. ihese submittals wi11 then be distribu�ed back to
the Construction Contractor and other recipients via an Infiernet Praject Website with�n twenty-one
calendar days af ENGINEER`S �eceipt. 7hese submiftafs shall inc}ude shop �rawings and material and
e�uipment samp[es. Th� �NGINE�� will maintain a submittaC log describing the current status o# aEf the
Cor�struction Carttractor's submittals. ihe Ei�GINEER will main�ain a subrnittal fi[e that will contain a copY
of all interim and fina[ suhmittaPs by fihe Construction Cantractor. Shouid Constructian Contraetor's
s�brniftal require more than two reviews by the �NGiNEER, fur�her review by the �NG[NEER €�f that
su�mitta( snall be compensated by the Construction Contraekor for City to reimburse the ENGIE��ER for
these additional serviees. A tatal of 180 subrnittals {average 1-1/2 reviews each} are anticipated.
In addition to the review, �NGI(VEER anticipates meeting separately with the ozane supplier and I&C
supplier in a pre-submittal workshop fio facilita�e review of t�e submittal.
i���C:�
� Submi�tal review comments posted to Project Website
� Submi��allog
� Warkshop nat�s to attendees
Task 5- interpretatians and CiarificatEor�s
T]�e ENGiNE�R shall issue a[I instruckians of th2 �WNER to the Construction Contracior pertaining to the
ENGII�EER'S design; issue necessary in�erpreta�ians and clarifications of the Cons�ruction Contract
Doeuments; have atathoriiy as the OW[�ER'S represer��ative, to re�uire special inspeetion or �es�ing of the
wor�t; act as initial interpreter of the requirerr�ents of the Constr�ctian Contrac� C7ocuments and judge the
acceptability of tf�e work thereunder, and rrtaRte dec9sions or� a[I questions of the 4WNER ar�d Construction
�ontractor relating to the acceptability af tE�e worlc or the interpretation of the reguirements af the
Construction Contract Docur�ents pertaining to the exect��ion and progress of the work. Requests for
Infc�rma�ion, Requests for F'ield AEteratior�, and Field Alterations �tiiE be received, Iag�ed, and reviewed.
Respanses will be distributed to the Cons�euctic�n Contractar via the Froject Vt�ebsite and copied to the
41Nf��R within seven days of �.�lGIN��R'S receipt. ENGINEER wiE� is�ue responses to RFI's and RF'A`s on
average no more than 5 days. A total nu�nber of 180 RF'I's are antieipatec3.
Deliverables:
� RF1, RFA, �'A review comrr�ents / respanses posted t€� Praject Website
Task 6- Periodic Visits to the Constructian Siie
The Ei�GENEER'S Design Staff shall n►ake an average of one visit to the PROJ�CT site eaeh month
concurrent witYr the constructior� pragress meetings to observe as an experienced and qualified design
professionaE, the progress and qualify of the exec�rted work af the �onstructic�n Contraetor and to
determine, in generai, i# sueh work is proceeding in ger�erai accardance with the Co�struet�on Contract
C�ocuments. Tf�e ENG1NEEl�`S efParts wilf be directed �oward providing a greater degree of confidence for
the OWNER that the eompEeted work c�f the Construction Cc�ntrac�or will cottform to the Cartstr�tction
Contract C�ocuments, bu� the ENGI�tEER'S obiigation shall �ot relieve fhe C�nstructi�n Contractar af
responsibility far perf�rming the work in accardance wiih the Construction Contract bacuments. A total of
2�-one day site visits are anfiei�ated.
EXHIBIT 1
Deliverables:
� Projeet n�tes as appropriate
Taslt 7- �ff-Site �quipment Witness and Functionality Tesiing
�NGIN�ER antieipates atiendSng €�ne factory witness test far ozone at fiheir manufacturing faeiEity to
abserve the state of the ec�uipment prior to shipmer�t artd to cc�nduct testing of �guipmen� fune�ionality.
ihe eosts far travel, Eodging and on-site expens�s for re-testing will be eovered by ihe Constructic�n
Contractor. In addition, ENGIi�E�R will vis3t the PROJEC�' site and conduct irtstrumentatian loop checks for
tl�e ozone equipmeni priar to startup.
Delivera�Ees:
� Punch list artieulating corrections
'Task 8- Review Cans�ructEan Contractor's Schedufe and Paynneni Reguests
8-1. The ENGIN��R shali receive and review Constructian Contractor's monthfy Application for Progress
Payrrient and progress schedufes in accordance wi�h this Agre�rnent. The Carstractor's payment
scheciule wili be schedufe constrained.
8-2. By recommending any payme�t, the ENG}NE�F2 wili not thereby be deemed to have represented
that cantinuc�us or exhaustive examinations have been made by the ENG[N��R t� eheck the quality
c�r q�aantity of �he work or to review the means� methods, sequences, techniques, or procedures c�f
construct�on or safety precaut�c�ns or programs incident thereto, or that the E€�GINEER has made
an exarnination to ascertain haw or far what purposes the C�nstruction Contraetor has used the
monies paici on acc€�unt af �he cantract price, or that title to any of the work, t�aterials, or
equipment has passed to the aUVN�R fre� and clear of any lien, claims, security interests or
encumbrances, or that the Construe�ian Contractor has completed his wark exactly in accordance
wifih the Construction Cc�ntract Documen�s. The recommendatic�ns of payment will cor�s�itute a
representa�ion fo the {�WNER that n� substantial departure fram the Canstruction Car�trac�
Documents or reguirem�nts exists.
8-3. The ENGINEER wif� review the Construction Contractor's progress scheduie and payment schedu#e
�n accordance with the requirements of the Construc�ion Contraci bacum�nts and request that tf�e
Constr�c�ian Contractor rna�Ces any neeessary adjustments.
Deliverables:
n Recomrnertdations far payrrren� fia �WN�R
r� Comments an tt�e Construction Contractor's progress schedule
Task 9- Change Orders and Time Extensians
9-1. The ENGIE�E�R sha11 deve[op, and provide to the OWNER artd Cc�nstrttction Contractor, all the
char�ge orders required for fihe Project. The ENGI�IE�R wii[ pravide �he design er�gineering
necessary to support the change orders. Ti�e ENGIN�ER w�f[ develop �he necessary Constructian
Confract Documents required to support the change orders including coi�structio� drawi�gs and
specifications.
9-2. 1'he �NGI�IE�R shall assist in negotiations, on behalf of the OW�ER, af any adjustments in the
cor►traet price th�t may result from the change ar�ers. The ONlNER v�til[ make #he final
determir�ation as to �i�e acceptabi{ity af the contract price adjustmer��.
EXHIBIT 1
9-3. The �NGINEER shall receive, from Canstruc�iar� Contraetar, and review alf �t�e Canstruction
Contractor`s request f4r time extensians as required far t#�e project. The E�iGINEER will notify
Constructian Cantractar of any inconsistencies or incompleie iterns in the request and work with
the Cans�r�ction Contractar ur�til a satisfactory request has been developed. The ENG[N�ER wi11
�ra€�s�nit the request to the O�I�IER, with a recarnmendation for actiar�, for the DV�fNER`S
acceptanc� and approval.
Det9verabies:
� Change s�rders and supporting €focumentation
Task '10 - Salls and Materials Tes�ing
The ENGINEER �vi(I revi�w Construction Contractor's independent laboratory �est res�tts in aceordance with
Construetian Contraet requirements and re�ort nan-confarming results to the C�VVCVER and Canstruction
Contraetar. 1'he ENGIN�ER wil( provide recornrnendations for remediaf actian. The E�iG1NE�R'S
participation �n this program does no� relieve fhe Construction Contractor frotn providing his own quafity
control prograr�t fo er�sure delivered and ins�alled rnateriafs meet the requirement of t�e Specif[eations.
f7�1[�L:�I:If�
� Recc�mmendation te�ter for rert�edial actic�n as needed
Task 1i - Record Drarvings
The �NGIf�E�F2 shali prepare far the OV�INER ane set of fuEl size t�2 x 34 i�eh) My1ar record drawings far
canstruction contract showir�g the cha�ges rr�ade during cc�nstruction. The ENGI��ER shaEl a[sa provide the
C}WN�R with two sets af half-size blacEc-line prints and an electronic file copy of the record drawings on a
CQ-RC1M Bisc in AutoCAD. ihe chan�es rnade by the ENGINEER on �he drawings wiEl be based on the
marked-up prints, drawings, a�d other data #urnished by the Canstrtrction Contracfior to the ENGINEE.R.
De(iveraEales:
�� �ne fuil size mylar; two half-sized black-lines; and C[�-ROM of rec�rd drawings {AutoCAD and PDF')
7ask 12 - Warran�[es and Guaraniees
T'he ENGINE�R shalf receive, fram the Construction Contractor, and review ali warranties, certifications,
and affidavits required by th� Gonstruction Contract Dacuments. The ENGiNEEF2 will notify the
Cor►structian Contraetor of any incomplete items or omissions and work with the Constructian Conkractor
untii a cor��plete a�d correc� set of warranties and guarantees has been assemb[ed. 1'he ENGINEER wiil
transmi� these documer�ts to the 4�N�iER.
De[iverables:
� L.etter with comments on the warranties and guarantees
iask'I3 - C►&M Manua) Reviews
The ENGINEER shali receiue, frot� the Construction Contrac�or, an� review the opera#ion and maintenance
manuafs on eaeh equiptnent itern as required by the Carttract between the a1NN�R and the Canstruetion
Contractt�r. The �N�EN�ER wiil notify the Construction Contraetor of any incompiete items or €�rnissions
and wor3t with the Construction Contractor until a carrtpEete and correet set of operation and maintenance
manuals have been assernbled. `�he �NGIN�ER will transmit compieted rnanuais, provide� by the
Construckio�t Contractar, to the OtNNER a� the cortei�sion of t�e review pracess. A tc��al of 75 4&M reviews
ipreliminary ar�d fiinal} are anticipated.
EXHIBIT 1
�eliverabEes:
� Q&M review camments on preli�rtinary manuals posted on the Pr€�ject �lebsite
Task 14 - Substantial Comp�etion and �'inaf lnspectlon
14-1. The E�G1N��R shalE participate in an inspection with the �WNER art� the Constructian Contrac� to
determine if the project is suk�stantially complete and to determ�ne if the work has been comp�eted
in general accardanee with the Car�struetion CQntract Docu��nts. The ENGI�I��R will issue a
Certificate of 5�bstanfia! Completion should the inspection determine t�ta� such an. issuance is
warranted. The �NGIN��R wili notify t�e Cc�nstruction Coniractor and the OWN£R should #he
inspection discc�ver that a Certificate of Substantial Cnmpletion is nat warranted at the time of the
inspection.
1�-2. The ENGIN��R sha11 develop and provide to the C�W�ER for the Construction C€�ntract a forrr�al pre°
firta! punch list deveEoped frorn the observations made at �he inspection for Substantial Compleiion.
14-3. The �NG1N��R wi11 participate in a finaf inspection w�th the C�WNER an� the Ct�nstruction
Contractar to determine whether the pro}ect is eomplete. E€�GIi���R wiEl pre�are a ftnal punch-list
af iterr�s to be eompleted or corrected by the Canstruction Conteactor and canducf one follow-up
inspectiQn of the site.
14-4. The �I�GII�EER shall receive, fr�m the Construction Cc�ntractar, and review t�e Constr�ction
Contractor's Final Application for Payment. The ENGI1�lE�R wil! notify the Construction Contractar
of any incompfete items or omissions and wark witt� the Canstruet9on Contrac�or unti[ fihe
Construction Contractor has fulFilled al1 the req€�irements of the Construction Contract Documents.
Upc�n eompletion of the project by the Cons�ruction Contractor in general accordance wifih the
Construction Gontract C�ocuments, the ENG[NEER will recotrtmend fit�a[ payrnent by �he t�WNER Ea
the Construc�ion Cor�tractor. The OVjiN�R will �alce the fir�a! determir►ation as to �he acceptabili�y
of the Canstructiort Confractor's Final Rpplication far Payt�te�t.
Deliverab(es:
� Ten#aiive substantial co�pletion punch tist and final purrch list
� Certifieate of substantial car�pletion
� Recorr�mendation fiar final payment
7ask 15 - Progress Meetinqs
ENG1�fEER will conduct rr�anthly pragress rneetings or� an as needed basis to d�scuss the project progress
and direcfiion and specific �echnical asp�cts of the prc�jeet. All rneetings under this task will be conducted a�
fh2 UWN�R'S OffiC4. TOpIGS Of dISCC[SSIOtI Wlil t�B11@CalEy iilCflldB:
� Pro�ress accvmplished the pr�ce�ing man�h
� Review cor�struction schedule
� Ir�entify problems wifih mear�s, methods, techniques or seguenees
�� E�iscuss p(ans fior nex� rnonfh
�NG1N��R wil! prepare and d9strEbute a meeting agenda to the OW��F2 and to �NGIt��ER`S pro�eet tearr� a�
(east f[ve working days prior to eaci� of these meetings. 1Nithin five working days after each r�teetinq,
�I�GIN�ER wilE prepare and distribute meeting summary to tE�e 4WNER� the Construction Contractor, and to
ENGIN�ER`S project team. A tota! �f 24 meetings are a�ticipated.
EXHIBIT 1
E�eliverables:
� Meeting agenda
� Meeiing summary
IV. PROJECT �CHEDULE
Th� project sc�edule for completing each phase after notice to praceed is as Follows:
� Design Phase -11 r�onths
� Bid Phase -- 3 months
� Constructian Phase - 24 mor�ths
V. AQQ�r�oNa� SERV�c�s
A!! services reguested o# tFte Et�GINEEf� by the �WN�R during th�e PRaJEC7 that are not specifica[iy
describe� in the scope of wark shall be provided by �he �NG(NEER as Additional Services. ihese cauid
include:
� Ai�endartce at additiar�al �esign rne�tir�gs than ciescribed
� Design oP additianal cQrnponents not described in th� P�R as modified herein
� Asbestos surVeys
� Updates t� the existing chemicaf buiiding or operatians building to comply witf� ADA
requiremen#s.
� Extension af the Construction Contract time by more than 10°,�o than that assum�d herein
� Aftendance at additiae�al constr�etion prc�gress meetings fi�an described
� Additi�nal reviews of sh€�p drawtngs as described abave
� Preparatiart of a pla�tt 4perations Manual
� Contrc�l system ct�nfig�ratian
��lpdate fio the r�onthiy operating re�orts
�� Resident 5ervices During Constructiort
�=� Startup and Post-Startup Services {Assistance with E�uipmeni Startup anci Perfarmance
Assessmeni}
� Preparatiart and attendance at Ci�y Boards ot� Cauncil Meetir►gs
�a 4t�er items no� contained in this seope of services
EXHIBIT 2
o�rN�vcE No. 2010-202
AN ORDINANCE APPROVING A"FIRST AMENDMENT TO PROFESSIONAL SERVICE5
AGREEMENT FOR ARCHITECT OR ENGINEER" BY AND BETWEEN THE CITY OF
DENTON, TEXAS AND MALCOLM PIRNIE, 1NC. TO PROVIDE ENGINEERING
SERVICES FOR THE DESIGN OF THE LAKE LEWISVILLE WATER TREATMENT
PLANT REHABILITATION AND PROCESS UPGRADE; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE
4399-PROVIDING FOR AN ADDITIONAL $139,100 FOR ADDITIONAL SERVICES ON
THE PROJECT FOR A TOTAL AWARD OF $2,739,100).
WHEREAS, on August 18, 2009 the Council selected Malcolm Pirnie, Inc. a professional
engineering firm ("Pirnie") to provide professional services for the design of the Lake Lewisville
Water Treatment Plant Rehabilitation and Process Upgrade (the "Project"); and the Council
awarded a"Professional Services Agreement for Architect or Engineer" ("Agreement") to Pirnie
in the original sum of $2,600,000; and
WHEREAS, Pirnie has been selected as the most highly qualified firm on the basis of its
demonstrated competence and qualifications to perform the proposed professional engineering
services; and
WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with
and not higher than the recommended practices and fees published by the professional
associations applicable to Pirnie's profession, and such fees do not exceed any maximum
provided by law; and
WHEREAS, a first amendment to the Agreement is necessary because the original
engineering design for the project was based upon the pre-ozonation treatrnent process; during
the course of the design phase, source water quality and ozone treatability studies were
conducted to size ozone generation and ozone pretreatment, said analysis resulted in a design
change for the placement of the ozone �reatment process from pre-ozonation at the head of the
plant to intermediate ozonation between the plant sedimentation basins and the plant filters; and
Staff is pleased with the overall quality of the work performed thus far under the Agreement by
Pirnie regarding the preliminary design phase of the project and is satisfied with the final scope
of services and fee negotiations represented in the Agreement; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council hereby authorizes and approves the "First Amendment to
Professional Services Agreement for Architect or Engineer" ("First Amendment") entered into
by and between the City of Denton, Texas and Malcolm Pirnie, Inc. in the amount of $139,100
as provided for therein; said First Amendment is attached hereto as Exhibit "A" and is
incorporated herewith by reference.
SECTION 2. The City Manager is hereby designated to execute the First Amendment.
EXHIBIT 2
SECTION 3. The City Manager is hereby authorized to expend funds as provided for by
the First Amendment.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
/ �
PASSED AND APPROVED this the r/ � day of , 2010. _
2 �
MARK A: BURR , YOR
ATTEST:
7ENN�ER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ArTITA BURGESS, CITY ATTORNEY
�
B � � �_
Y�
Page 2
EXHIBIT 2
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
WHEREAS, a"Professional Services Agreement for Architect or Engineer" (hereafter
the "Agreement") was approved by the Denton City Council on August 18, 2010 as evidenced
by Ordinance No. 2009-187, and said Agreement was entered into on the 18th day of August,
2009, by and between MALCOLM PIRNIE, Inc., a Corporation (hereafter the
"PROFESSIONAL"), acting by and through its duly empowered officers and representatives;
with its corporate offices at 44 South Broadway, 15th Floor, White Plains, New York 10601
and an office at 12400 Coit Road, Suite 1200, Dallas, Texas 75251; and the CITY OF
DENTON, TEXAS, a Texas municipal corporation, with its offices at 215 East McKinney
Street, Denton, Texas 76201, acting by and through its duly authorized and empowered City
Manager (hereafter "OWNER"); and which Agreement provided for certain necessary
licensed professional engineering services, with expenditure authority not-to-exceed
$2,600,000 regarding the "Lake Lewisville Water Treatment Plant Rehabilitation and Process
Upgrade" (the "Project"); and both PROFESSIONAL and the OWNER have each resolved
and agreed that the Agreement should be continued and amended as to certain provisions, to
wit:
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, CONSULTANT and the OWNER mutually agree to amend the Agreement by this
"First Amendment to Professional Services Agreement for Architect and Engineer" (hereafter
the "First Amendment"), as the scope of services to be rendered by PROFESSIONAL to the
OWNER has been increased by the sum of $139,100 in additional professional engineering
fees, increasing the amount of this engagement from $2,600,000, the amount of the
Agreement, to a total of not-to-exceed $2,739,100; this amendment provides for an expansion
of the professional services to be rendered by PROFESSIONAL, as set forth in that certain
"Lake Lewisville Water Treatment Plant Upgrade Amendment No. 1" proposal addressed
from PROFES5IONAL to Tim Fisher, P.E., Assistant Director of Water Utilities of OWNER,
on July 27, 2010, which proposal is attached hereto as Exhibit "A" and which proposal is
incorporated by reference herein, in this First Amendment, to wit:
SECTION 1.
PREAMBLE INCORPORATED HEREWITH BY REFERENCE
The above Preamble is incoiporated by reference into this Agreement.
EXHIBIT 2
SECTION 2.
CONTIlV[JED EMPLOYMENT OF DESIGN PROFESSIONAL
In addition to the original scope of services that is attached to the Agreement executed
by PROF'ESSIONAL and OWNER on August 18, 2009, there is an additional scope of
services letter that is attached hereto as Exhibit "A" which is incorporated by reference. This
First Amendment and its additional scope of services is necessary because the original
engineering design for the Project was based upon the pre-ozonation treatment process;
during the course of the design phase, source water quality and ozone treatability studies were
conducted to size ozone generation and ozone pretreatment, said analysis resulted in a design
change for the placement of the ozone treatment process from pre-ozonation at the head of the
plant to intermediate ozonation between the plant sedimentation basins and the plant filters;
and
The PROFESSIONAL sha11 perform those additional professional engineering and
design services as contained in Exhibit "A" to the First Amendment attached hereto. To the
extent that any of the conditions in said original Agreement have changed, then the conditions
on Exhibit "A" shall be applicable. All other provisions of Section 1 of the original
Agreement shall remain intact and in full force and effect.
SECTION 3.
BASIC SERVICES
For Basic Services the compensation for this First Amended Agreement shall be an
additional $139,100, aggregating $2,739,100 for the professional engineering and design
services to PROFESSIONAL for this engagement.
SECTION 4.
ENTIRE AGREEMENT
The First Amendment inchldes the executed Agreement, executed August 18, 2009 by
PROFESSIONAL and OWNER, as well as this First Amended Agreement. It further
includes the City of Denton General Conditions to the original Agreement for Architectural or
Engineering Services; it further inchides the Insurance Requirements that are attached to the
original Agreement for Architectural or Engineering Services.
SECTION 5.
AMENDED AGREEMENT
Save and except as amended hereby, all of the remaining clauses, sentences,
paragraphs, sections and subsections of the Professional Services Agreement for Architect or
Engineer, executed on the 18th day of August, 2009, shall remain in full force and effect.
This First Amendment shall be executed in four originals.
2
EXHIBIT 2
SIGNED AND DATED b the duly-a tho ized re resentatives and officers of the
parties hereto effective on the —�� day of 2010.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORGE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGE5S, CTTY ATTORNEY
By:
"PROFESSIONAL"
MALCOLM PIRNIE, INC.
A Corporation
By: IC-� � " ` `'� �_
RANDALL G. cINTYRE, P.E.
VICE PRESIDENT
ATTEST:
. , �,
■ ./�L /..� � .� � ..1
INDEPENDENT EMYIRONMENTAL
ENGINEERS, SCIEMTISTS
AN� CONSULTANTS
July 27, 2010
EXH�Bx�ibit A
Mr. Timothy Fisher, PE
Assistant Director, Water Utilities Department
City of Denton
901-A Texas Street
Denton, TX 76209
Re: Lake Lewisville Water Treatment Plant Upgrade - Amendment No.1
Dear Tim:
Ma{catm Pirnie, Inc.
12404 Colt Road, Suite 1200
balfas, 7X 7525i
T:972.934_371i F:972.934.3662
www.pirnie.com
This letter summarizes Malcolm Pirnie's scope and fees to perform additional treatabilfty
studies, design, and construction administration services related to implementation of settled
water ozone application in lieu of raw water application as originally delineated in the
Professional Services Agreement (P5A) for the Lake Lewisville Water Treatment Plant
(LLWTP) Upgrade Projett. The scope, associated level of effort, and resulting engineering
fees for the additional services have been finalized based on our previous discussions and
negotiatfons meeting held on July 15, 201Q.
Background
The LLWTP Upgrade Study (2fl06) included an evaluation of various alternatives to target
future regulations and water quality goals as establishecf with the City. The selected
alternative included the addition af azone to meet these goals. Raw water ozone was selected
based or� initlal considerations for hvw to incarporate the ozone system into the existing plant
where more complex construction would be required to implement a settled water application.
Mafcofm Pirnie recommended treatability studies at #he outset of design (commenced in
September 2009) to confirm azane doses required for raw water application and to check
bromate by-product formation (a regulated by-product). These efforts were completed under
the original Scope of Work as delineated in the PSA. The treatability results indicated higher
ozone doses wauEd be required for raw water application and bromate by-producfi formation
potential was such that mitigation strategies wou(d be required,
Considering the implications of the treatability studies, Malcolm Pirnie recommended
�onducting additional studies for ozonation of settled water. Malcolm Pirnie recently
conducted these studies and the results indicate lawer ozone doses will be required to meet
�
Soluffans for Life'" ��
EXHIBIT 2
Mr. Timothy Fisher
City of Denton, Texas
J�iy 27, 2oio
Page 2 af 2
water quality goals when appfied to the settled water. i'he lower ozone doses will translate to
less liquid oxygen and power use to generate azone, and lower bromate by-praduct formation.
Based on discussions with the City and LLWTP staff regarding the long-term process and
operational implications, it was agreed that settled water application is the recommended, and
preferred, approach. Implementing set#led water ozonation requires des€gn and
implementation of a low-lift pumping station, additional infrastructure features to route water
to and from the ozone contactors, and electr€cal and corttrols for the pump station.
Scope of Addrtional Services
The scope for the additionaf services shall be as follows:
1. Conduct and summarize settled water ozone treatability studies.
2. Update / revise the ozane system design basis summa�y for settled water application.
3. Update the ozone system supplier evaluation package for basis on settled water ozone
application.
4. Develop design basis and summary for the low-(ift pumping station.
5. Prepare detailed design plans and specifications pertaining to the low-lift pumping station.
6. Review shop drawing submittals and address items related to the iow-lift pumping station
as part of cons�ruction administrafion phase services.
Level of Effort and Englneering F"ees
The level of effort to provide these services is summarized in fhe attached spreadsh�ets. We
respectfully request authorization of an amendment for $139,100.00 to provide these
services. Please let me know if you have any questions or comments.
Very truly yaurs,
MALCOLM PIRNIE, INC.
�� .-�/
Robert W. Hoffman, PE
Associate
Enclosures •
Cc: 56730Qb File C.1 and Randy Mclntyre - Malcolm Pirnie, Inc,
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EXHIBIT 2
Denton Lake Lewisville WTP Upgrade
Summary of Fees by Rhase with Amendmeni Na. 1
July 27, 2010
Fee as % of
Phase T�tal Construc#iun Budget
besign' $ 2,125,280 7.2°10
Bid2 $ 90,300 0.3%
Construction Admin3 $ 523,52Q 1,g%
Su btotal $ 2,739,100 9.3%
Construction cost
� Tolal increase in design fees from Amendment No. 1=$111,280.00
x Bid phase services are nat (mpacted by Amendment No. 1
° Tolal increase in construction administratlon fees fram Amendment No. 1=$27,8z0.00
$ 29,550,000.00
lUlalcolm Pirnie, inc. Con#identiai 7l27/20i0 P�g� �
EXHIBIT 2
o�IlValvcE No. 2011-085
AN ORDINANCE APPROVING A"SECOND AMENDMENT TO PROFESSIONAL
SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER" BY AND BETWEEN THE
CITY OF DENTON, TEXAS AND MALCOLM PIRNIE, ]NC. TO PROVIDE ENGIlVEERING
SERVICES FOR THE DESIGN OF THE LAKE LEWISVII.,LE WATER TREATMENT
PLANT REHABILTTATION AND PROCESS UPGRADE; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(PROVIDING FOR AN ADDITIONAL $964,260 FOR ADDITIONAL SERVICES ON THE
PROJECT-AGGREGATING $3,703,360).
WHEREAS, on August 18, 2009 the Council selected Malcolm Pirnie, Inc. a professional
engineering firm ("Pirnie") to provide professional services far the design of the Lake Lewisville
Water Treatment Plant Rehabilitation and Process Upgrade (the "Project"); and the Council
awarded a"Professional Services Agreement for Architect or Engineer" ("Agreement") to Pirnie
in the original sum of $2,600,000, approved by Ordinance No. 2009-187; and
WHEREAS, on September 7, 2010 the First Amendment to such Agreement (hereafter
the "First Amendment"), providing for additional professional services for the Project was
approved by the City Council in the amount of an additional $139,100, by Ordinance No. 2010-
202; and
WHEREAS, Pirnie has been heretofore selected as the most highly qualified firm on the
basis of its demonstrated competence and qualifications to perform the proposed professional
engineering services; and
WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with
and not higher than the recommended practices and fees published by the professional
associations applicable to Pirnie's profession, and such fees do not exceed any maximum
provided by law; and
WHEREAS, a Second Amendment to the Agreement is necessary because additional
services need to be added to the Project as described in said Second Amendment and Staff is
pleased with the overall quality of the work performed thus far under the Agreement and the
First Amendment by Pirnie regarding the Project; and is satisfied with the final scope of services
and fee negotiations represented in the Agreement, the First Amendment and the Second
Amendment; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The Preamble to this Ordinance is hereby adopted by reference for all
purposes.
SECTION 2. The City Council hereby authorizes and approves the "Second Amendment
to Professional Services Agreement for Architect �r Engineer" ("Second Amendment") entered
into by and between the City of Denton, Texas and Malcolm Pirnie, Inc, in the amount of
EXHIBIT 2
$964,260 as provided for therein; said Second Amendment is attached hereto as Exhibit "A" and
is incorporated herewith by reference.
SECTION 3. The City Manager is hereby designated to execute the Second Amendment.
SECTION 4. The City Manager is hereby authorized to expend funds as provided for by
the Second Amendment.
SECTION 5. This ordinance shall becorne effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ���day of , 20ll.
,
�
��
MARK A. BURROU , ��YOR
ATTEST:
JENNIFER WALTERS, CTTY SECRETARY
.
By: �
APPROVED AS TO LEGAL FORM:
ANTTA BURGESS, CITY ATTORNEY
� 1
By. 1 - - ` •�
Page 2
EXHIBIT 2
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
WHEREAS, a"Professional Services Agreement for Architect or Engineer" (hereafter
the "Agreement") was approved by the Denton City Council on August 18, 2010 as evidenced
by Ordinance No. 2009-187, and said Agreement was entered into on the 18th day of August,
2009, by and between MALCOLM PIlZNIE, Inc., a Corporation (hereafter the
"PROFESSIONAL"), acting by and through its duly empowered officers and representatives;
with its corporate offices at 104 Corporate Park Drive, White Plains, New York 10602 and an
office at 12400 Coit Road, Suite 1200, Dallas, Texas 75251; and the CITY OF DENTON,
TEXAS, a Texas municipal corporation, with its offices at 215 East McKinney Street,
Denton, Texas 76201, acting by and through its duly authorized and empowered City
Manager (hereafter "OWNER"); and which Agreement provided for certain necessary
licensed professional engineering services, with expenditure authority not-to-exceed
$2,600,000 regarding the "Lake Lewisville Water Treatment Plant Rehabilitation and Process
Upgrade" (the "Project"); and
WHEREAS, a"First Amendment to Professional Services Agreement far Architect or
Engineer" (hereafter the "First Amendment"), was approved by the Denton City Council o�
September 7, 2010 as evidenced by Ordinance No. 2010-202, and said First Amendment was
entered into on September 7, 2010, by and between MALCOLM PIRNIE, Inc., a Corporation,
acting by and through its duly empowered officer and representatives; and the CCTTY OF
DENTON, TEXAS, a Texas Municipal Corporation, and which First Amendment provided
for certain necessary licensed professional engineering services, with expenditure authority
not-to-exceed an additional$139,100 regarding the Project; and
WHEREAS, both PROFESSIONAL and the OWNER have each resolved and agreed
that the Agreement should be continued and amended for a second time as to certain
provisians, to wit:
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, CONSULTANT and the OWNER mutually agree to amend the Agreement by this
"Second Amendment to Professional Services Agreement for Architect and Engineer"
(hereafter the "Second Amendment"), as the scope of services to be rendered by
PROFESSIONAL to the OWNER has been increased by the sum of $964,260 in additional
professional engineering fees, increasing the amount of this engagement from $2,739,100, the
total amount of the Agreement and First Amendment, to a total of not-to-exceed $3,703,360;
this Second Amendment provides for an expansion of the professional services to be rendered
by PROFESSIONAL, as set forth in that certain "Lake Lewisville Water Treatment Plant
Upgrade Amendment No. 2" proposal addressed from PROFESSIONAL to Tim Fisher, P.E.,
Assistant Director of Water Utilities of OWNER, on May 2, 201 l, which proposal is attached
hereto as Exhibit "A" and which proposal is incorporated by reference herein, in this Second
Amendment, to wit:
1
EXHIBIT 2
SECTION 1.
PREAMBLE INCORPORATED HEREWITH BY REFERENCE
The above Preamble is incorporated by reference into this Agreement.
SECTION 2.
CONTINUED EMPLOYMENT OF DESIGN PROFESSIONAL
In addition to the original two scopes of services that are attached to the Agreement
and the First Amendment previously executed by PROFESSIONAL and OWNER on August
18, 2009 and September 7, 2010 respectively, there is an additional scope of services letter
dated May 2, 2011 that is attached to this Second Amendrnent as Exhibit "A" which is
incorporated by reference herewith. This Second Amendment and its additional scope of
services is necessary for further progress on the "City of Denton Lake Lewisville Water
Treatment Plant ("LLWTP") Upgrade Project" to provide for: Resident Engineer Services;
Operations and Maintenance Training; and Start-up and Post-Construction Services; and
The PROFESSIONAL shall perform those additional professional engineering and
design services as contained in Exhibit "A" to the Second Amendment attached hereto. To
the extent that any of the conditions in said original Agreement have changed, then the
conditions on Exhibit "A" shall be applicable. All other provisions of Section 1 of the
original Agreement shall remain intact and in full force and effect.
SECTION 3.
BASIC SERVICES
For Basic Services the compensation for this Second Amendment shall be an
additional $964,260, aggregating $3,703,360 for the professional engineering and design
services to PROFESSIONAL for this engagement.
SECTION 4.
ENTIRE AGREEMENT
The Second Amendment includes the executed Agreement, executed August 18, 2009
by PROFESSIONAL and OWNER, as well as the First Amended Agreement, executed by
PROFESIONAL and OWNER on September 7, 2010. It further inchides the City of Denton
General Conditions to the original Agreement for Architectural or Engineering Services; it
further includes the Insurance Requirernents that are attached to the original Agreement for
Architectural or Engineering Services.
2
EXHIBIT 2
SECTION 5.
AMENDED AGREEMENT
Save and except as amended hereby, all of the remaining clauses, sentences,
paragraphs, sections and subsections of the Professional Services Agreement for Architect or
Engineer, executed on the 18th day of August, 2009, and First Amendment thereto, executed
on the 7th day of September, 2010, shall each remain in full force and effect.
This Second Amendment shall be executed in four originals.
SIGNED AND DATED b the duly-au orized representatives and officers of the
parties hereto effective on the � day of , 2011.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORGE C. CAMPBELL
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: �
"PROFESSIONAL"
MALCOLM PIRNI$, INC.
A Corporation
B �/V "` 4 �1.�i �1
Y�
RANDALL G. McINT RE, P.E.
3
CITY MANAGER
ATTEST:
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EXHIBIT 3
City of Denton
Legislation Text
File #: PUB15-085, Version:
DEPARTMENT:
CM/ ACM:
Date:
Agenda Information Sheet
Water Utilities
Howard Martin
December 14, 2015
City Hall
215 E. McKinney St.
Denton, Texas 76201
www . c i ty ofd e n to n. co m
SUBJECT
Consider recommending approval of Amendment No. 3 to the Professional Services Agreement for Architect
or Engineer between the City of Denton and Malcolm Pirnie, Inc., (now known as Arcadis US, Inc.), such
amendment being in the amount of $ 146,873 for additional Engineering Services for the extended Construction
Phase of the Lake Lewisville Water Treatment Plant Rehabilitation and Process Upgrade project.
BACKGROUND
The City executed a PSA with Malcolm Pirnie, Inc., for a negotiated lump sum amount of $ 2,600,000 for basic
services through the design and construction phase of the project in August of 2009. Shortly after this
agreement was executed Arcadis US, Inc., acquired Malcolm Pirnie, Inc., and over the years has phased out the
firm name and transitioned to the new firm name.
One of the majar improvements included in the project was the addition of ozonation facilities to this water
treatment plant for improved disinfection, better taste and odor control, and far more stringent regulations on
disinfection by products. Pre ozonation was originally proposed as the preferred location to add this process
into the water plant process due to the simplicity of adding this into the treatment plant process train. The
original engineering design fees and construction cost estimate for the project was based upon the pre ozonation
treatment process. However, during the course of the design phase, source water quality and ozone treatability
studies were conducted to size ozone generation and ozone contactor equipment and to evaluative disinfection
by products associated with the ozone pretreatment process. This analysis resulted in a design change for the
placement of the ozone treatment process from pre ozonation at the head of the plant to intermediate ozonation
between the plant sedimentation basins and the plant filters. Although this decision added complexity and
additional cost to the project, the results of the ozone treatability studies concluded this was the proper location
for the ozone process from a water quality and regulatory compliance perspective. As a result of this design
change, Amendment #1 to the PSA in the amount of $ 139,100 was negotiated and approved by the PUB on
August 23 and by the City Council on September 7, 2010.
Another detail that evolved during the design phase was the logical phasing of the plant improvements during
the construction phase and the city's requirement to keep portions of the plant capacity operational during
construction at all times of the year. This sequencing of construction was further complicated by the change in
the primary disinfection strategy for the plant from free chlorine contact within the plant filters to a post
sedimentation ozone contactor. This conversion is further complicated by the planned reconstruction of the
plant filters and the incompatibility of Granular Activated Carbon (GAC) filter media that is optimal for
biological filtration (a necessary process for ozone disinfection processes) but cannot operate as a free chlorine
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EXHIBIT 3
File #: PUB15-085, Version:
contact zone during the construction phasing and sequencing. Ozone generation equipment manufacturing is a
relatively long lead time item, but the ozone disinfection process needs to be on line and operational before the
plant filter rehabilitation sequencing can begin. The net impact of this was the expansion of the initial
construction timeline from the original 24 months to a revised 27 month schedule. This expansion of the
construction schedule had some cost implications on the final negotiated construction phase services PSA for
the Resident Engineer (RE).
Bids for the project were received on March 24, 2011 and the contract was awarded to BAR Constructors Inc.,
in the total contract amount of $ 32,142,000. Bid award was approved by the PUB on April 1 l, 2011 and by
the City Council on May 3, 201 L The bid included a$ 580,000 construction contingency for staff
administered change orders that was 2% of the engineer's pre bid cost estimate.
The original PSA did not include construction phase and post construction/start-up phase engineering services
and these negotiations were deferred to the time of releasing the project for bids in the spring of 201 l.
Amendment #2 to the PSA included the full time services of an experienced Resident Engineer (RE) for the 27
month construction schedule. In addition to the RE services, the first component of the scope of services for
Amendment No. 2 included the materials testing, weld inspections and special testing required for the project.
Although the contract documents had some requirements for the contractor to pay for some testing on the
project, staff generally recommends that the quality control testing be under the direct control of the owner.
This is identical to the way we managed these services for the Lake Ray Roberts WTP constructed in 2001-
2003. The negotiated fee for this these construction phase engineering services in Amendment #2 to the PSA
was $ 680,000.
The second element of the scope of services in the proposed Amendment #2 to the PSA related to staff
operations and maintenance training during the post start up phase of the project totaling $ 74,260.
The third component of Amendment #2 to the PSA addressed startup services related to the commissioning of
the new ozone treatment system. Some of these are driven by TCEQ regulatory requirements (CT tracer
studies, disinfection plan and MOR reporting) while others relate to process training for plant operations and
supervisory personnel. Although staff initially received training assistance on ozone equipment and ozone
treatment for the Lake Ray Roberts WTP when it went on line in 2003, many of the plant operators and
maintenance personnel have changed over the years and training support and assistance with plant startup was
considered important and necessary for this project. In addition, the LLWTP Upgrade Project includes new
rapid mixing equipment, a redesigned flocculation system, a new intermediate ozonation system that requires a
low lift pumped transfer, redesigned plant filters that will be operated biologically that requires a new non
chloraminated backwash system, as well as numerous other major changes to chemical feed systems and
process changes. A large percentage of these services will be provided by a sub consultant (Process
Applications, Inc.) that is used by almost every engineering consulting firm on almost every new ozone project
for water treatment plants and was the same sub consultant used by Freese and Nichols, Inc. on the Lake Ray
Roberts WTP project. Another major component of the startup phase services included the development of an
electronic O&M manual with new Standard Operating Procedures (SOPs) for the new process equipment
deployed in the plant upgrade. The negotiated fee for this third component of the Amendment #2 to the PSA is
$ 210,000.
The total fee negotiated for Amendment #2 to the PSA for construction phase and post construction and start up
services was $ 964,260. Amendment #2 was approved by the PUB on May 9, 2011and by the City Council on
May 17, 2011.
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EXHIBIT 3
File #: PUB15-085, Version:
Notice to proceed was given to the contractor on June 28, 201 L The contract allowed for 27 months (810 days)
for substantial completion and another 30 days for final completion (840 days total). During the course of the
project, a total of 58 days was added to the contract schedule to cover additional wark authorized by the owner
through wark change directives and change orders. This resulted in revised contract completion dates for
substantial completion by November 17, 2012 and for final completion by December 17, 2013.
For the most part, the proj ect was managed well from an operations and a financial perspective. The plant
remained operational during the entire construction phase at contract prescribed capacities, and the contractor
coordinated and scheduled all plant shut downs well in advance with plant management and operations
personnel. Warking relationships were positive between all the project team members and there were no major
issues that could not be resolved. At the end of the project, net change orders were kept under the original
construction contingency amount. At one point in the project it was anticipated that additional contingency
funds may be necessary and staff obtained approval for an additional $ 290,000 (approximately 1% of the
contract amount) but these additional contingency funds were never utilized in the management of the contract.
At the end of the project, only $ 272,766.43 of the total $ 870,000 in owner contingency funds were authorized
and used for change orders to the contract. This amount does not include the negotiated contract cost reduction
of $ 175,000 for contractor schedule delays and it represents only 0.86% of the original contract amount not
including the contingency funds. This is a very low change order amount for a major water treatment plant
rehabilitation project.
By far the biggest issued faced on the project was keeping the contractor on schedule. The contractor was
approximately 6 months behind schedule after the first year and was only 85% complete by the scheduled
substantial completion date. Contract negotiations between the City and the contractor ultimately resulted in an
agreement that was executed in Change Order # 13 to the contract that included the following provisions:
• The substantial completion date was agreed to be September 22, 2014.
• The contract schedule was extended for substantial completion to match the September 22, 2014 date.
• The contract schedule was extended to establish June 12, 2015 as the final completion date.
• The contract amount was reduced by $ 175,000 to allow the City to recover real damages for contractor
schedule delays.
� Change Order # 13 was administratively executed by staff on May l, 2015.
The negotiated $ 175,000 cost concession by the contractor was in exchange for extending the contract
schedule and an agreement by the City that they would not assess liquidated damages against the contractor.
These funds would be used by the City to resolve cost overruns by Malcolm Pirnie Inc., (Arcadis US Inc.,) for
continuing to support the City in contract administration and RE services during the extended contract period.
Amendment #3 to the PSA is a result of the City's negotiated settlement with Malcolm Pirnie Inc., (Arcadis US
Inc.,) to resolve a portion of their cost overruns due to the extended construction schedule and to resolve the
City's claims against the engineering firm for Errors and Omissions (E & O) in the contract documents that
resulted in change orders and other costs to the City. Details of this cost settlement are included in the attached
Exhibit 1- Amendment Request dated October 29, 2015 that totals $ 146,873.
Although the contractor has not finished all of the punch list items on the project for the City to officially
declare the project is finally complete, they are relatively minor at this point in the project and the City has
recently released 90% of the 5% retainage that has been held since final payment was made over a year ago.
The City still has $ 157,766.43 of retainage as fmancial leverage to insure the remaining punch list items are
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EXHIBIT 3
File #: PUB15-085, Version:
completed by the contractor.
Amendment #3 to the PSA will be the final amendment to the engineering contract and will be the final
approval from the PUB and City Council necessary for staff to close out this major project.
OPTIONS
1. Approve Amendment No. 3 to the PSA.
2. Renegotiate Amendment No. 3 to the PSA.
3. Reject Amendment No. 3 to the PSA.
RECOMMENDATIONS
Staff recommends approval of Amendment #3 to the Professional Services Agreement between the City of
Denton and Malcolm Pirnie, Inc., in the amount of $ 146,873 for Engineering Services for the Extended
Construction phase of the Lake Lewisville Water Treatment Plant Rehabilitation & Upgrade project.
PRIOR ACTION REVIEW (Council, Boards, Commissions)
February 27, 2006 PUB Approval of PSA with Malcolm Pirnie, Inc., for the Preliminary Design of the
LLWTP Upgrade Project in the amount of $ 200,000.
March 7, 2006 City Council Approval of PSA with Malcolm Pirnie, Inc., for the Preliminary Design of
the LLWTP Upgrade Project in the amount of $ 200,000.
February 26, 2007 PUB Approval of the Preliminary Design Report for the LLWTP Upgrade Project.
August 10, 2009 PUB Approval of the PSA with Malcolm Pirnie, Inc., for the Final Design for the
LLWTP Upgrade Project in the amount of $ 2,600,000.
August 18, 2009 City Council Approval of the PSA with Malcolm Pirnie, Inc., for the Final Design for the
LLWTP Upgrade Project in the amount of $ 2,600,000.
August 23, 2010 PUB Approval of Amendment #1 to the PSA with Malcolm Pirnie, Inc., for the Final
Design of the LLWTP Upgrade Project in the Amount of
$ 139,100.
September 7, 2010 City Council Approval of Amendment #1 to the PSA with Malcolm Pirnie, Inc., for the
Final Design of the LLWTP Upgrade Project in the Amount of $ 139,100.
December 13, 2010 Staff briefing to PUB on LLWTP Upgrade Project scope and schedule.
January 24, 2010 Staff briefing to PUB on the merits of including a contingency allowance on the LLWTP
Upgrade Project bid process.
April 1 l, 2011 PUB Approval of the Bid Award to BAR Constructors, Inc., for the Construction of the LLWTP
Upgrade Project for the total amount of
$ 32,142,000.
May 3, 2011 City Council Approval of the Bid Award to BAR Constructors, Inc., for the Construction of the
LLWTP Upgrade Project for the total amount of $ 32,142,000.
May 9, 2011 PUB approval of Amendment #2 to the PSA with Malcolm Pirnie Inc., for the construction
phase and post construction phase / startup in the total amount of $ 964,260.
May 17, 2011 City Council approval of Amendment #2 to the PSA with Malcolm Pirnie Inc., for the
construction phase and post construction phase / startup in the total amount of $ 964,260.
ESTIMATED SCHEDULE OF PROJECT:
The plant was substantially complete on September 22, 2014 and the contractor was issued a project punch list
to complete prior to final acceptance and release of full retainage. Since substantial completion was
approximately 10 months behind the contract scheduled completion, the City incurred additional costs in the
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EXHIBIT 3
File #: PUB15-085, Version:
form of extended consultant construction phase services that could be recovered via liquidated damages
outlined in the contract. Rather than getting into a potential contract dispute over the liquidated damages terms
within the contract, staff negotiated a$ 175,000 contract reduction from the contractor in exchange for a 276
day extension to the contract. This negotiation was included in the project's final Change Order (C.O. # 13). At
no time during the project was the City's Water Treatment Plant not operational during the construction of the
proj ect.
FISCAL INFORMATION
A cost summary for the final engineering services for the project is detailed below:
Preliminary Design Phase PSA with Malcolm Pirnie, Inc.:
Final Design Phase PSA with Malcolm Pirnie, Inc.:
Amendment #1 to the Final Design Phase related to Ozone Facilities
Amendment #2 - Construction and Post Construction Phase Services
Amendment #3 - Extended Construction Phase Services:
Engineering Services Project Total:
$ 200,000
$ 2,600,000
$ 139,100
$ 964,260
$ 146,873
4,050,233
Funding for Amendment #3 will come from the $ 175,000 cost reduction concession negotiated from the contractor.
BID INFORMATION
Presented to the PUB on April 11, 2011.
DATE SCHEDULED FOR COUNCIL APPROVAL
January 5, 2016.
EXHIBITS
1. Location Map
2. October 29, 2015 Letter Request from Malcolm Pirnie, Inc., on Amendment #3.
Respectfully submitted:
Howard Martin
ACM Utilities
Prepared by:
Timothy S. Fisher, P.E.
Division Manager, Water Utilities
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EXHIBIT 4
DRAFT MINUTES
PUBLIC UTILITIES BOARD
December 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, December 14, 2015 at 9:04 a.m. in the Council Chambers at the City of Denton City
Hall, 215 E. McKinney Street, Denton, Texas.
Present: Chair Randy Robinson, Vice Chair Phil Gallivan, Barbara Russell, Lilia
Bynum, Charles Jackson, Brendan Carroll and Susan Parker
Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities
OPEN MEETING
CONSENT AGENDA
E. PUB15-085 Consider recommending approval of Amendment No. 3 to the Professional
Services Agreement for Architect or Engineer between the City of Denton and Malcolm Pirnie,
Inc., (now known as Arcadis US, Inc.), such amendment being in the amount of $146,873 for
additional Engineering Services for the extended Construction Phase of the Lake Lewisville
Water Treatment Plant Rehabilitation and Process Upgrade project.
Attachments: Exhibit 1 Location Map
Exhibit 2 PSA Amendment #3 Reauest 10-29-15
Board Member Parker asked amount the amount. Fisher stated this is the last, final item. It
has been a long project.
A motion was made to approve by Board Member Parker, second by Board Member
Russell. Vote 7-0 approved.
Adjournment 12:17 p.m.
EXHIBIT 5
ORDINANCE NO.
AN ORDINANCE APPROVING A"THIRD AMENDMENT TO PROFESSIONAL
SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER" BY AND BETWEEN THE
CITY OF DENTON, TEXAS AND MALCOLM PIRNIE, INC., NOW KNOWN AS ARCADIS
US, INC., TO PROVIDE ENGINEERING SERVICES FOR THE DESIGN OF THE LAKE
LEWISVILLE WATER TREATMENT PLANT REHABILITATION AND PROCESS
UPGRADE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (FILE 4399-PROVIDING FOR AN ADDITIONAL
$146,823 FOR ADDITIONAL SERVICES ON THE PROJECT-AGGREGATING $3,850,233).
WHEREAS, on August 18, 2009 the Council selected Malcolm Pirnie, Inc. a professional
engineering firm ("Pirnie") to provide professional services for the design of the Lake Lewisville
Water Treatment Plant Rehabilitation and Process Upgrade (the "Project"); and the Council
awarded a"Professional Services Agreement for Architect or Engineer" ("Agreement") to Pirnie
in the original sum of $2,600,000, approved by Ordinance No. 2009-187; and
WHEREAS, on September 7, 2010 the First Amendment to such Agreement (hereafter
the "First Amendment"), providing for additional professional services for the Project was
approved by the City Council in the amount of an additional $139,100, by Ordinance No. 2010-
202; and
WHEREAS, on May 17, 2011 the Second Amendment (hereafter the "Second
Amendment"), providing for further professional services for the Project was approved by the
City Council in the amount of an additional $964,260, by Ordinance No. 2011-085; and
WHEREAS, Pirnie (now "Arcadis") has been heretofore selected as the most highly
qualified firm on the basis of its demonstrated competence and its qualifications to perform the
proposed professional engineering services; and
WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with
and not higher than the recommended practices and fees published by the professional
associations applicable to Pirnie's profession, and such fees do not exceed any maximum
provided by law; and
WHEREAS, a Third Amendment to the Agreement is necessary as there is a need for
further professional services to complete the Project, and on this date staff recommends that
Council approve a Third Amendment (hereafter the "Third Amendment"), providing for further
professional services in the way of additional Engineering Construction Phase Services and
Resident Engineering Services and deducting Non-Betterment Errors and Omissions on the
Project, being in the additional amount of $146,873;
WHEREAS, staff is pleased with the overall quality of the wark performed thus far under
the Agreement, the First Amendment and the Second Agreement by Pirnie regarding the Project;
and is satisfied with the final scope of services and fee negotiations represented in the
Agreement, the First Amendment, the Second Amendment and now the Third Amendment;
NOW, THEREFORE,
EXHIBIT 5
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION L The Preamble to this Ordinance is hereby adopted by reference for all
purposes.
SECTION 2. The City Council hereby authorizes and approves the "Third Amendment
to Professional Services Agreement for Architect or Engineer" ("Third Amendment") entered
into by and between the City of Denton, Texas and Malcolm Pirnie, Inc., now known as
ARCADIS US, Inc. in the amount of $146,873 as provided for therein; said Third Amendment is
attached hereto, in substantially the same form as Exhibit "A" and is incorporated herewith by
reference.
SECTION 3. The City Manager, or his designee is hereby designated to execute the
Third Amendment.
SECTION 4. The City Manager, or his designee is hereby authorized to expend funds as
provided for by the Third Amendment.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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EXHIBIT 5
Exhibit A
T E STATE F TE S §
§
COUNTY OF DENTON §
THIRD AMENDMEIVT TO PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER �
WHEREAS, a"Professional Services Agreement for Architect or Engineer" (hereafter
the "Agreement") was approved by the Denton City Council on August 18, 2010 as evidenced
by Ordinance No. 2009-187, and said Agreement was entered into on the 18th day of August,
2009, by and between MALCOLM PIRNIE, Inc., a Corporation (hereafter the
"PROFESSIONAL"), now known as ARCADIS US, Inc., acting by and through its duly
empowered officers and representatives; with its corporate offices at 104 Corporate Park
Drive, White Plains, New York 10602 and an office at 12400 Coit Road, Suite 1200, Dallas,
Texas 75251; and the CITY OF DENTON, TEXAS, a Texas municipal corporation, with its
offices at 215 East McKinney Street, Denton, Texas 76201, acting by and through its duly
authorized and empowered City Manager (hereafter "OWNER"); and which Agreement
provided for certain necessary licensed professional engineering services, with expenditure
authority not-to-exceed $2,600,000 regarding the "Lake Lewisville Water Treatment Plant
Rehabilitation and Process Upgrade" (the "Project"); and
WHEREAS, a"First Amendment to Professional Services Agreement for Architect or
Engineer" (hereafter the "First Amendment"), was approved by the Denton City Council on
September 7, 2010 as evidenced by Ordinance No. 2010-202, and said First Amendment was
entered into on September 7, 2010, by and between MALCOLM PIRNIE, Inc., a Corporation,
acting by and through its duly empowered officer and representatives; and the CITY OF
DENTON, TEXAS, a Texas Municipal Corporation, and which First Amendment provided
for certain necessary licensed professional engineering services, with expenditure authority
not-to-exceed an additional $139,100 regarding the Project; and
WHEREAS, a"Second Amendment to Professional Services Agreement for Architect
or Engineer" (hereafter the "Second Amendment"), was approved by the Denton City Council
on May 17, 2011 as evidenced by Ordinance No. 2011-085, and said Second Amendment was
entered into by and through its duly empowered officer and representatives, and the CITY OF
DENTON, TEXAS, a Texas Municipal Corporation, and which Second Amendment provided
for certain necessary licensed professional engineering services, with expenditure authority
not-to-exceed an additional $964,260 regarding the Project; and
WHEREAS, MALCOLM PIRNIE, Inc. a Corporation is now known as ARCADIS
US, Inc. its successor, who is now the Professional engaged by the City of Denton; and
WHEREAS, both PROFESSIONAL and the OWNER have each resolved and agreed
that the Agreement should be continued and amended for a third time as to certain provisions,
to wit:
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, PROFESSIONAL and the OWNER mutually agree to amend the Agreement by
this "Third Amendment to Professional Services Agreement for Architect and Engineer"
(hereafter the "Third Amendment"), as the scope of services to be rendered by
1
EXHIBIT 5
Exhibit A
PROFESSIONAL to the OWNER has been adjusted upward by considering additional
engineering construction phase services, additional resident engineering services, credit for
operations and maintenance training, and credit far errors and omissions on the Project,
resulting in a net increase of $146,873 far additianal professianal engineering fees, increasing
the amount of this engagement fram $3,703,360, the total amount of the Agreement, First
Amendment, and Second Amendment, ta a tatal of nat-ta-exceed $3,850,233; this Third
Amendment provides for a netting of the professional services to be rendered by
PRO�'ESSIONAL, as set forth in that certain 66Lake Lewisville Water Treatment Plant
Upgrade Amendment No. 399 proposal addressed from PROFESSIONAL ta Tim Fisher, P.E.,
Assistant Director of Water Utilities of OWNER, an October 29, 2015, which proposal is
attached hereto as Exhibit "A99 and which proposal is incarparated by reference herein, in this
Third Amendment, to wit:
•
.. , � �..�. , � • ; • ,
The above Preamble is hereby incarparated by reference into this Agreement.
SECTION 2.
CONTINUED EMPLOYMENT OF DESIGN PROFESSIONAL
In addition to the original three scapes of services that are attached to the Agreement,
the First Amendment and the Second Amendment, previously executed by PROFESSIONAL
and OWNER on August 18, 2009, September 7, 2010 and May 17, 2011 respectively, there is
an additional scope of services letter dated October 29, 2015 that is attached to this Third
Amendment as Exhibit 66 A 99 �,hich is incorporated by reference herewith. This Third
�,
Amendment and its additional scope of services is necessary for further progress on the "City
of Denton Lake Lewisville Water Treatment Plant (66LLWTP99) Upgrade Praject; and
The PROFESSIONAL shall perform those additional professianal engineering and
design services as cantained in Exhibit 66 /0 99 to the Third Amendment attached hereto. To the
��
extent that any of the conditions in said ariginal Agreement have changed, then the conditions
an Exhibit "A99 shall be applicable. All ather provisions of Section 1 of the ariginal
Agreement shall remain intact and in full force and effect.
5ECTION 3�
BASIC SERVICES
For Basic Services the compensation for this Third Amendment shall be an additional
$146,873, aggregating $3,850,233 far the professianal engineering and design services to
PROFESSIONAL for this engagement.
�
EXHIBIT 5
Exhibit A
SECTION„4.
ENTIRE AGREEMENT
The Third Amendment includes within its terms, the executed Agreement, executed
August 18, 2009 by PROFESSIONAL and OWNER, as well as the First Amended
Agreement, executed by PROFESSIONAL and OWNER on September 7, 2010, together with
the Second Amended Agreement, executed by PROFESSIONAL and OWNER on May 17,
2011. It further includes the City of Denton General Conditions to the original Agreement for
Architectural or Engineering Services; and it finally further includes the Insurance
Requirements that are attached to the original Agreement for Architectural or Engineering
Services.
SECTION Sm
AMENDED AGREEMENT
Save and except as amended hereby, all of the remaining clauses, sentences,
paragraph�, :���.tic��t� a��ac� ���:k��c;�;i�c��ms of the Pro����;ic�����1 ��rvi��x� 1�.���•��.M���z�r� ����� �rchitect or
Engineer, ��c���a��.���1 c���� �[��� 1�"u° ��1��'� of August, �CiO��, tl��. �i��"�mr�;I�� ������r��°i�������,��zt �.����..���4�:��, executed
on the 7t�, ��N�a� a���" �c,�,��t�:r���c�r�z ���1 ��� and the Sec������ ����r�r����������� t�������.�z���<�„ �l��l� ��r���� remain in
full force and effect.
This Third Amendment shall be executed in four originals.
SIGNED AND DATED by the duly-authorized representatives and officers of the
parties hereto effective on the day of _____ _�� 2016.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
I�
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
�
GEORGE C. CAMPBELL
CITY MANAGER
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:
ATTEST:
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EXHIBIT 5
Exhibit A
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"PROFESSIONAL"
ARCADIS US, Inc.
A Corporation
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By........�,� � �����mm��� _ ......
RANDALL G. ��;� �I "] "�r� �� f�, P. E.
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: ID 16-034, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
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 certified softball officiating services from the North Texas Umpires
Association (NTUA), which are available from only one source and in accordance with Chapter 252.022 of the
Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and
providing an effective date (File 6017-Agreement with NTUA in the amount per game as specified in the
agreement in the estimated annual award of $85,000 for a three (3) year estimated expenditure of $255,000).
FILE INFORMATION
Each year, the Parks and Recreation Department contacts the Amateur Softball Association (ASA) District
Commissioner to locate an Umpire's Association that would be available to umpire adult softball league games
in Denton. This year and in previous years, NTUA has been the only association available for officiating
sanctioned adult softball league play in Denton. Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, are not subjected to competition.
The NTUA will officiate approximately 1,700 softball games for the Parks and Recreation Department during
the 2016-17 fiscal year. The Association will provide two ASA umpires and one scorekeeper per game.
RECOMMENDATION
Award to the NTUA in the amount per game specified in the attached Agreement (Exhibit 3) in the estimated
annual award of $85,000 for a three (3) year estimated expenditure of $255,000).
PRINCIPAL PLACE OF BUSINESS
North Texas Umpires Association (NTUA)
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
The initial term of this contract is for one year ending January 5, 2017. The City and NTUA shall have the
option to renew this contract for two (2) additional one year periods.
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-034, Version: 1
FISCAL INFORMATION
This Agreement will be funded from Parks and Recreation account 411170.7868. Invoices will paid as wark is
performed.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
opportunities
EXHIBITS
Safe, Liveable & Family-Friendly Community
4.4 Provide and support outstanding leisure, cultural, and educational
E�ibit 1: Sole Source Letter from Texas ASA District 13 Commissioner
E�ibit 2: Ordinance
E�ibit 3: Contract
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For infortnation concerning this acquisition, contact: Emerson Vorel at 349-7460.
City of Denton Page 2 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
EXHIBIT 1
TEXAS ASA/USA DISTRICT 13
Serving: Denton, Wise, Cooke d� Gruyson Counties in North Texas
Decembsr 6, 2015
To: Jason Bnrrow, City of Denton
Heather Gray, City of Denton
Re: North Texas Umpires Associution (NTUA)
The North Texas Umpires Association, based in Denton, Texas, serving local Municipalities, Cities
and Towns with their Softball Programs, as their Facilitator for rule interpretation and Certified-
Background Checked Officials. The NTUA Association is the only registered ASA/USA Softball
Officials group serving in this area. The NTUA has served Denton and the surrounding areas for
many years und has been in good standings each year with the Amateur Softball Association as a
recognized umpire group. If you have any questions, please feel free to contact me.
� ����,
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Regards,
.� � � � ���
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Mike Killion
Commissioner, ASA District 13
1203 Indian Paint Trail
Lewisville, Texas 75067-5537
Ph; 214-996-9436
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EXHIBIT 2
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF CERTIFIED SOFTBALL OFFICIATING SERVICES FROM THE NORTH
TEXAS UMPIRES ASSOCIATION (NTUA), WHICH ARE AVAILABLE FROM ONLY ONE
SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL
GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS
OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6017-
AGREEMENT WITH NTUA 1N THE AMOUNT PER GAME AS SPECIFIED 1N THE
AGREEMENT IN THE ESTIMATED ANNUAL AWARD OF $85,000 FOR A THREE (3)
YEAR ESTIMATED EXPENDITURE OF $255,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one ar more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION L 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
6017 North Texas Umpires Association $255,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
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.
EXHIBIT 2
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 6017 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 , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�,��,,'��. ��� �
BY: �`�� �
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 1 of 18
EXHIBIT 3
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND NORTH TEXAS UMPIRE ASSOCIATION (NTUA)
FILE 6017
THIS CONTRACT is made and entered into this day of A.D., 2016,
by and between North Texas Umpires Association (NTUA) a corporation, whose address is 524
N. Locust, Suite A, Denton, TX 76201, 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
Contractor shall provide products and or services in accordance with the Contractor's
proposal in response thereto, a copy of which is attached hereto and incorporated herein for all
purposes as Exhibit "D" . The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) City of Denton Standard Terms and Conditions (Exhibit "B");
(c) Contractor'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."
File # 6017
Page 1 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 2 of 18
EXHIBIT 3
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DocuSigned by:
,�Dl,�,tn, �,i�l,�.f-
B 1 - CS21996C2A28439...
�110 # 6�1%
C�l\ 111H �u5igned by:
�7 Terry Hunt
B 1 - 1BBB9AOA34BB427...
AUTHORIZED SIGNATURE
12/18/2015
Date:
Terry Hunt
Name:
President
Title:
940-390-3641
PHONE NUMBER
sbumpire00@hotmail.com
EMAIL ADDRESS
CITY OF DENTON, TEXAS
BY:
GEORGE C. CAMPBELL, CITY MANAGER
Date:
Page 2 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 3 of 18
EXHIBIT 3
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $255,000. Pricing shall be per Exhibit C 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 siY (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 pricin� sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
File # 6017
Page 3 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 4 of 18
EXHIBIT 3
Exhibit B
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City's solicitation are applicable to Contracts/Purchase
Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by
a representative of the City's Procurement Department and the Supplier. No Terms and Conditions
contained in the Sellers Solicitation Response, Invoice or Statement shall serve to modify the terms
set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase
Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall
be governed by the following terms and conditions, unless exceptions are duly noted and fully
negotiated.
l. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of wark-hours at the
appropriate rates and grouped by wark order number. Time billed for labor shall be limited to
hours actually warked at the wark site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
File # 6017
Page 4 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 5 of 18 EXHIBIT 3
4. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent
taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms.
File # 6017
Page 5 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 6 of 18 EXHIBIT 3
6. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all wark
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, ar(5) arising
under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
7. RIGHT TO AUDIT:
A. the City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereo£ Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
8. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Wark 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:
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i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
9. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other Contractor or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and warkmanlike
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 Contractar 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 ar more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
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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.
1 l. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City's evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
12. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
13. STOP WORK NOTICE: The City may issue an immediate Stop Wark 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 wark 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 Wark Notice.
14. DEFAULT: The Contractor shall be in default under the Contract if the Contractar (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 ar(d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
15. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without
limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
any Offer submitted by the Contractar 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.
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16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further wark
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
18. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the wark
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractar must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notif'ied.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
19. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for. (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/ar (2) death, bodily injury, illness, disease, warker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY,
AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS
DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER
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THE CONTRACT. NOTffiNG 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 TffiRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
20. INSURANCE: NOT APPLICABLE
21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
22. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: 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; ar(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 behal£ 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.
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25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractar 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 Contractar (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.
26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subj ect matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as wark made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered warks made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City o� all
worldwide right, title, and interest in and to such deliverables. With respect to such wark made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a wark-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask wark 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
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interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask wark registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
27. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
28. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
29. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
30. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City with a view
toward securing the Contract or securing favorable treatment with respect to the awarding or
amending or the making of any determinations with respect to the performing of such contract. In
the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled,
in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Contractor in providing such gratuities.
31. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed ar implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire (Exhibit C).
32. INDEPENDENT CONTRACTOR The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City, Texas for the purposes
of income taY, withholding, social security taxes, vacation or sick lea�e benefits, warker's
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compensation, or any other City employee benefit. The City shall not ha�e supervision and control of
the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall
perform the services hereunder according to the attached specifications at the general direction of the
City Manager of the City, Texas, or his designee under this agreement.
33. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
35. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
36. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
37. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
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B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
38. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
39. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
40. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (obse�rved)
Christmas Day (observed)
New Year's Dav (obse�rvedl
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 5:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or wark performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
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41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
42. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City is prohibited from contracting with ar making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City
Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals
are not currently suspended or debarred from doing business with the Federal Government, as
indicated by the General Services Administration List of Parties Excluded from Federal
Procurement and Non-Procurement Programs, the State of Texas, or the City.
43. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
44. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable, in addition to the specific federally
funded requirements.
A. Definitions. As used in this paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, ar manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class ar kind as those that the agency
determines are not mined, produced, ar 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.
File # 6017
Page 15 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
Page 16 of 18 EXHIBIT 3
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
45. RIGHT TO INFORMATION: The City reserves the right to use any and all information
presented in any response to this solicitation, whether amended or not, except as prohibited by law.
Selection of rejection of the submittal does not affect this right.
46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taYes are the responsibility of the
respondent.
47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision
5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment
of prevailing wage rates and prohibiting discrimination in the employment practices.
http://www. access. �po. �ov/davisbacon/tx.html
48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 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 Warker's Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City shall not be liable to
Respondent or its employees for any Unemployment or Warkers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City and shall pay all
costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
50. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Wark Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free wark environment; and the final rule, government-wide
requirements for drug-free wark 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 Wark 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.
File # 6017
Page 16 of 18
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Page 17 of 18 EXHIBIT 3
51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City Procurement Manager in writing of any such
damage within one (1) calendar day.
52. FORCE MAJEURE: The City, any Customer, and the Respondent shall not be responsible
for performance under the Contract should it be prevented from performance by an act of war,
order of legal authority, act of God, or other unavoidable cause not attributable to the fault or
negligence of the City. In the event of an occurrence under this Section, the Respondent will be
excused from any further performance or observance of the requirements so affected for as long
as such circumstances prevail and the Respondent continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent possible
without delay. The Respondent shall immediately notify the City Procurement Manager by
telephone (to be confirmed in writing within five (5) calendar days of the inception of such
occurrence) and describe at a reasonable level of detail the circumstances causing the non-
performance or delay in performance.
53. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of any immunities from
suit or from liability that the City may have by operation of law.
55. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
File # 6017
Page 17 of 18
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Page 18 of 18
���Q
File 6017
NTUA Softball Fees
North Texas Umpire Association
Denton Leaques 2016
Slow Pitch $53.00
Slow Pitch-Coed For Fun $43.00
Fast Pitch $75.00
Fast Pitch - 8U $50.00
T-Ball $30.00
Page 18 of 18
DocuSign Envelope ID: B7EEEE31-E420-494B-9320-910EDAC0830F
EXHIBIT 3
Exhibit
i.�
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doina business with local aovernmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity. No rth Texas Umpi re Associ ati on
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the oripinally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
Terry Hunt
Name of Officer
This section, (item 3 inchiding subparts A, B, C& D), must be completed far each oiticer with whom the vendar has an employment ar other business relationship
as detined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Fomi CIQ as necessary.
A. Is the local government oiticer named in this section receiving ar likely to receive taxable income, other than investment income, from the vendar?
� Yes � No
B. Is the vendar receiving ar likely to receive taxable income, other than investment income, from ar at the direction of the local government oiticer
named in this section AND the taxable income is not received from the local governmental entity?
� Yes � No
C. Is the tiler of this questionnaire employed by a corparation ar other business entity with respect to which the local government oiticer serves as an
oiticer ar directar, ar holds an ownership of one percent ar mare?
� Yes � No
D. Describe each employment ar business and fanvly relationship with the local government oiticer named in this section.
none
❑X I have no Conflict of Interest to disclose.
Docu5igned by:
Terr Hunt
� 3� �-doing business with the governmental entity
12/18/2015
Date
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 16-035, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
ACM:
AGENDA DATE:
Bryan Langley
January 5, 2016
SUBJECT
Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of
electric utility aluminum swage connectors to be stocked in the City of Denton Distribution Center; providing
for the expenditure of funds therefor; and providing an effective date (RFP 5861-awarded to Irby Utilities in the
three (3) year not-to-exceed amount of $660,000).
RFP INFORMATION
This contract is for a three (3) year agreement to supply electric utility aluminum swage connectors which are
utilized by Denton Municipal Electric (DME) in substation projects. The connectors are required to
interconnect bus sections, provide mountings for bus on insulators, provide transitions from pipe to wire, and
provide terminals for connection of bus to switches and equipment. These types of connections are all
necessary to make substations functionaL The majority of these connectors are highly technical in their design
and application. The connectors use a swage connection which requires use of power hydraulic tools and die(s)
for installation. The connectors and swaging tools are proprietary in nature and therefore must be used in
conjunction with one another. These items are carried in the Distribution Center warking capital inventory and
therefore taken only to City Council for consideration.
Requests for Proposals were sent to 262 prospective suppliers. In addition, specif'ications were placed on the
Materials Management website for prospective suppliers to download and advertised in the local newspaper.
Three (3) proposals meeting specifications were received. The proposals were evaluated based upon published
criteria including price, delivery timeframe, compliance with specifications, and indicators of probable
performance. A Best and Final Offer (BAFO) was performed. It provided clarif'ication of product part numbers
and resulted in a savings of $134,681.04 over the contract term. Irby Utilities was ranked the highest and
determined to be the best value for the City of Denton (Exhibit 1).
RECOMMENDATION
Award to Irby Utilities in the three (3) year not-to-exceed amount of $660,000. This amount includes a
contingency for upcoming substation construction projects.
PRINCIPAL PLACE OF BUSINESS
City of Denton Page 1 of 2 Printed on 12/31/2015
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File #: ID 16-035, Version: 1
Irby Utilities
Ft. Worth, TX
ESTIMATED SCHEDULE OF PROJECT
This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
The items in this bid will be funded out of the Distribution Center account and charged back to the using
department.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area
Related Goal:
EXHIBITS
Public Infrastructure
2.3 Promote superior utility services and facilities
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: Elton Brock at 349-7133.
City of Denton Page 2 of 2 Printed on 12/31/2015
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EXHIBIT 2
ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF ELECTRIC UTILITY ALUMINUM SWAGE
CONNECTORS TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (RFP 5861—AWARDED TO IRBY UTILITIES IN THE THREE (3) YEAR
NOT-TO-EXCEED AMOLJNT OF $660,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of electric utility aluminum swage connectors 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 L The items in the following numbered request for proposal far 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.
FILE NUMBER CONTRACTOR AMOUNT
5861
Irby Utilities $660,000
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
EXHIBIT 2
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 5861 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 , 2016.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
.
�'. ��",�--�"�'�'�` �
:
CHRIS WATTS, MAYOR
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND IRBY UTILITIES
(RFP 5861)
THIS CONTRACT is made and entered into this date A.D.,
by and between Irbv Utilities, a corporation, whose address is 7125 Belton Street, Fort Worth, TX
76118, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule
municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's RFP # 5861 — Su�lv of
Electric Utilitv Aluminum Swa�e Fittings, a copy of which is on file at the office of Purchasing
Agent and incorporated herein for all purposes. The Contract consists of this written agreement
and the following items which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A")
(b) City of Denton's RFP 5861 (Exhibit "B" on file at the office of the Purchasing
Agent)
(c) City of Denton Standard Terms and Conditions (Exhibit "C")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D").
(e) Supplier's Proposal. (Exhibit "E");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER IRBY UTILITIES
Docu5igned by:
BY: I�SSt,�,�, ,�cun1LS
A �q��,�SSIGNATURE
Russell 7ames
Name:
SALES
TltlO:
james@irby.com
Email:
8173214011
Phone:
Date:
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DocuSigned by:
BY: ,�DIA,tn, �.i�
CS21996C2A28439...
RFP 5861
12/16/2015
CITY OF DENTON, TEXAS
BY:
GEORGE C. CAMPBELL, CITY MANAGER
Date:
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit E 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 Chan�es Durin� Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpurchasin�(cr�,citvofdenton.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.
Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council, unless either party notifies
the other prior to the scheduled renewal date in accordance with the provision of the section titled
"price adjustments", or the section(s) titled "termination". Extension of contract terms will require
mutual agreement of the parties.
Price Escalation and De-escalation
Prices for the commodities or services described in the RFP must be firm for a period of one year
from date of contract award. Requests made for pricing adjustments will be supported by
manufacturer or supplier cost justification support, including, but not limited to, applicable
industry index data provided by associated manufacturer(s) in accordance with the product
represented. The price adjustments may be submitted annually from the contract execution date to
the City for review, and acceptance.
Cooperative Purchasin�/Pi��v Back Option
The contract resulting from this solicitation will be available for use by all governmental entities
within a 75 mile radius of Suppliers's base location associated to the specific solicitation, providing
there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental
entities will have the option to use the pricing as agreed to within the resulting contract.
Governmental entities will issue their internal purchase orders directly to the supplier, however,
shall reference and cite the City of Denton contract number (Solicitation number) within the
purchase order document.
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
After award, the supplier agrees to pay a service fee in the amount of 2% of the dollar amount
of all issued purchase orders generated from use of this contract. The supplier further agrees to
remit the service fee by check on a quarterly basis for the previous quarter spent through this
contract, to Julia Klinck, Purchasing Coordinator at 901B Texas Street, Denton, TX 76209, on or
by the Fifteen day of each month, following the end of the quarter. The supplier shall also provided
quarterly sales reports from the contract awards and Purchase Orders issued from the Contract, for
the purpose of billing and collecting the service fee, and for compiling required purchasing history.
This report shall be sent to purchasin�(cr�,citvofdenton.com on or by the tenth day of each month.
The supplier further agrees that the City of Denton shall have the right, upon reasonable written
notice, to review the Contractor's records pertaining to purchases under this awarded contract to
verify the accuracy of service fees charged to the Contractor.
Total Contract Amount
The contract total shall not exceed $660,000. Pricing shall be per Exhibit E attached.
Deliverv Lead Time
Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after
receipt of the order.
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
Exhibit A
Special Terms and Conditions
Mutuallv A�reed Amendments
Contract Exhibit B- "RFP 5861, Exhibit 2 Section A- General Provisions" shall be amended
for the following identified sections only. All other Terms and Conditions shall remain
unchanged.
17. INSURANCE
This section shall be deleted. This is supply only contract with no services performed on
site.
18. PERFORMANCE LIQUIDATED DAMAGES
The Contractor shall be assessed a one (1%) percent fee each week when any one of the
performance standards outlined above are not met in full for "normal condition" orders and
based on usages in line with estimated annual quantities supplier by the City. At the end of
each month, the City will review the monthly reports and determine the percentage of
penalty to be assessed to the Contractor's monthly profit margin.
19. WARRANTIES
The contractor shall provide a warranty that is standard in the industry, which is a"pass
through" warranty condition for this agreement. Repair or Maintenance of fleet not
performed to industry standards shall be accomplished at the contractor's expense, at the
option of the City.
26. SHIPPING, DELIVERY, AND PACKAGING
All other sections under Section 26 shall remain unchanged, except the following, which
are amended to read:
Delivery Delays:
If delay is foreseen, Contractor shall give written notice to the Customer and
must keep Customer advised at all times of status of order. Default in promised
delivery (without accepted reasons) or failure to meet specifications authorizes
the Customer to purchase goods and associated fulfillment services of this RFP
elsewhere and charge any increased costs for the goods, including cost of
resoliciting, to the Contractor. Failure to pay a damage assessment is cause for
Contract cancellation and/or removal of the Respondent from the City's authorized
list of suppliers.
Restocking Fee
The Customer may request that a Contractor accept return of inerchandise already
delivered or that a Contractor cancel an order prior to delivery. If the return is
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
required through no fault of the Contractor, the Contractar may request a reasonable
restocking charge.
Contract 5861, "Exhibit C— City of Denton Standard Purchase Terms and Conditions" shall
be amended for the following identified sections only. All other Terms and Conditions shall
remain unchanged.
(Opening Pa�^ag�^aph 1)
These standard Terms and Conditions and the Terms and Conditions, Specifications,
Drawings and other requirements included in the City of Denton's solicitation are
applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred
to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or
Supplier. Any deviations must be in writing and signed by a representative of the City's
Procurement Department and the Supplier. No Terms and Conditions contained in the
Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth
herein unless noted as Special Conditions, which have been mutually agreed upon.. If there
is a conflict between the provisions on the face of the Contract/Purchase Order these
written provisions and attachments will take precedence.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. 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. In the event shipping charges are
applicable, 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.
17. RIGHT TO AUDIT
A. The City shall have the right to audit and make copies of the books, records and
computations pertaining to the Contract. The Contractor shall retain such books, records,
documents and other evidence pertaining to the Contract period and five years thereafter,
except if an audit is in progress or audit findings are yet unresolved, in which case records
shall be kept until all audit tasks are completed and resolved. These books, records,
documents and other evidence shall be available, within ten (10) business days of written
request. Furthermore, the Contractor, to the best of its ability, also require all
Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to the Contract, and to allow the City similar
access to those documents. All books and records will be made available within a 50 mile
radius of the City of Denton. The cost of the audit will be borne by the City unless the audit
reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the Contractor
which must be payable within five (5) business days of receipt of an invoice.
19. WARRANTY - PRICE
B. The Contractor certifies that the prices in the Offer have been arrived at independently
without consultation, communication, or agreement for the purpose of restricting
competition, as to any matter relating to such fees with any other firm or with any
competitor.
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20. WARRANTY — TITLE
The Contractor represents within reasonable expectation that it has good and indefeasible
title to all deliverables furnished under the Contract, and that the deliverables are free and
clear of all liens, claims, security interests and encumbrances. The Contractor shall
indemnify and hold the City harmless from and against all adverse title claims to the
deliverables.
21. WARRANTY — DELIVERABLES
The Contractor represents within reasonable expectation that all deliverables sold the City
under the Contract shall be free from defects in design, warkmanship ar manufacture, and
conform in all material respects to the specifications, drawings, and descriptions in the
Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and
regulations, and industry codes and standards. Unless otherwise stated in the Solicitation,
the deliverables shall be new or recycled merchandise, and not used or reconditioned.
C. Unless otherwise specified in the Contract, the warranty period shall be one year from
the date of delivery of the deliverables, from the date of acceptance of any replacement
deliverables, or as a term stated by the corresponding manufacturer. If during the warranty
period, one ar more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand either repair the non-conforming deliverables, or replace the non-
conforming deliverables with fully conforming deliverables, at the City's option and at no
additional cost to the City. All costs incidental to such repair or replacement, including but
not limited to, any packaging and shipping costs shall be borne exclusively by the
Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach of warranty.
27. TERMINATION FOR CAUSE
In the event of a default by either party, the other party shall have the right to terminate the
Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specif'ied, after the date of such notice, unless the defaulting party, within such ten (10) day
period, cures such default, or provides evidence sufficient to prove to the other party
reasonable satisfaction that such default does not, in fact, exist. In addition to any other
remedy available under law or in equity, the non-defaulting party shall be entitled to
recover all actual damages, costs, losses and expenses, incurred by the non-defaulting as a
result of the defaulting party's default, including, without limitation, cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the
maximum lawful rate. Additionally, in the event of a default by the Contractor, the City
may remove the Contractor from the City's vendor list for three (3) years and any Offer
submitted by the Contractar may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or
remedy provided by law.
28. TERMINATION WITHOUT CAUSE
The City shall have the right to terminate the Contract, in whole or in part, without cause
any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination, the Contractor shall promptly cease all further wark pursuant to the Contract,
with such exceptions, if any, specified in the notice of termination. The City shall pay the
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Contractor to the extent 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.
38. OWNERSHIP AND USE OF DELIVERABLES:
A. Patents. As to any patentable subject matter contained in the deliverables, the
Contractor, to the best of its ability and in warking with the corresponding manufacturer(s),
disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the
entire right, title, and interest to specific inventions under such patentable subject matter to
the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form
to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the
Contractor, to the best of its ability and in warking with corresponding manufacturer(s),
that such deliverables shall be considered as wark made-for-hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however,
that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such
deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered warks made-for-hire, the
Contractor, to the best of its ability and with corresponding manufacturer(s), assign� to the
City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of title, and interest in and to
such deliverables. With respect to such wark made-for-hire, the Contractor, to the best of
its ability and with corresponding manufacturer(s), execute, acknowledge, and deliver and
cause each of its employees providing services to the City hereunder to execute,
acknowledge, and deliver a wark-made-for-hire agreement, in a form to be reasonably
approved by the City, to the City upon delivery of such deliverables to the City or at such
other time as the City may request.
C. Additional Assignments. Furthermore, the Contractor, to the best of its ability and with
corresponding manufacturer(s), if applicable, cause each of its employees to, execute,
acknowledge, and deliver all applications, specifications, oaths, assignments, and all other
instruments which the City might reasonably deem necessary in order to apply for and
obtain copyright protection, mask wark registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign
and convey to the City, its successors, assigns and nominees, the sole and exclusive right,
title, and interest in and to the deliverables. The Contractor's obligations to execute,
acknowledge, and deliver (or cause to be executed, acknowledged, and delivered)
instruments or papers such as those described in this Paragraph 38 a., b., and c. shall
continue after the termination of this Contract with respect to such deliverables. In the
event the City should not seek to obtain copyright protection, mask wark registration or
patent protection for any of the deliverables, but should desire to keep the same secret, the
Contractor agrees to treat the same as Confidential Information under the terms of
Paragraph 37 above.
67. RECORDS RETENTION
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The Respondent shall retain all financial records, supporting documents, statistical records,
and any other records or books relating to the performances called for in the Contract. The
Respondent shall retain all such records for a period of two (2) years after the expiration of
the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and
litigation matters are resolved, whichever period is longer. The Respondent shall grant
access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records
due to federal funds being spent under the Contract.
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Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 1 l, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
l. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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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
Contractar 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 wark 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 warkers, 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,
nar may such warkers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any warker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
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any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such warker from Contract services, and may not employ
such warker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employrnent verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of wark-hours at the
appropriate rates and grouped by wark order number. Time billed for labor shall be limited to
hours actually warked at the wark site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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
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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
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise
negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all wark
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective wark appearing after
final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms
of any warranty specified herein, (4) arising from the Contractor's continuing obligations under
the Contract, including but not limited to indemnity and warranty obligations, ar(5) arising under
the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than
those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereo£ Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
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Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Wark 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.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, warkmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
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in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractar 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 ar more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and warkmanlike
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 Contractar 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 ar more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
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
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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 Wark 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 wark 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 Wark Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractar (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 ar(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 Contractar 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
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notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further wark
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the wark
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractar must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable costs and
expenses of litigation, mediation or other alternate dispute resolution mechanism, including
attorney and other professional fees for. (1) damage to or loss of the property of any person
(including, but not limited to the City, the Contractor, their respective agents, officers, employees
and subcontractors; the officers, agents, and employees of such subcontractors; and third parties);
and/ar (2) death, bodily injury, illness, disease, warker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include
the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach
of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
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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 subj ect 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 wark 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 Contractar must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing wark 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 warkers'
compensation coverage written by the Texas Warkers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City
and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
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ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to
review certif'ied copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision ar modification of particular policy terms, conditions, limitations,
or exclusions except where policy provisions are established by law or regulations binding upon
either of the parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in statutory law,
court decisions, the claims history of the industry or financial condition of the insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the
Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated
within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
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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; ar(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 behal£ 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, Contractar 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 Contractar (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.
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 subj ect matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
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the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as wark made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered warks made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City o� all
worldwide right, title, and interest in and to such deliverables. With respect to such wark made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a wark-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask wark registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask wark registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
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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 ar 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,
warker'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 waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
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Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
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
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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 wark 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 ar 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 subj ected
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.
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, ar manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class ar kind as those that the agency
determines are not mined, produced, ar manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. Right to Information: The City of Denton reserves the right to use any and all information
presented in any response to this contract, whether amended or not, except as prohibited by law.
Selection of rejection of the submittal does not affect this right.
58. License Fees or Taxes: Provided the solicitation requires an awarded contractor or supplier to
be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. Prevailing Wage Rates: The contractor shall comply with prevailing wage rates as defined
by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.�ov/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
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
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.
6 L 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 Warkers'
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 Warkers' 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 Wark Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET
SEQ.) and maintain a drug-free wark environment; and the final rule, government-wide
requirements for drug-free wark 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 Wark 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
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. Non-Waiver of Rights: Failure of a Party to require performance by another Party under the
Contract will not affect the right of such Party to require performance in the future. No delay,
failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EXHIBIT 3
Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or
remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a
waiver of any continuing or succeeding breach.
66. No Waiver of Sovereign Immunity: The Parties expressly agree that no provision of the
Contract is in any way intended to constitute a waiver by the City of Denton of any immunities
from suit or from liability that the City of Denton may have by operation of law.
67. Records Retention: The Respondent shall retain all financial records, supporting documents,
statistical records, and any other records or books relating to the performances called for in the
Contract. The Respondent shall retain all such records for a period of four (4) years after the
expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and
litigation matters are resolved, whichever period is longer. The Respondent shall grant access to
all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas,
and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFPBid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
RFP 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX�d�bT 3
�ity of Denton
RFfl� for Supply of Fl�ctric Utiliky Swa�e Aluan�inum Corrnect<7r�.
r.. �; �, '�/�it�"r��;i��' ;1�� ,:�. f r��� � � "r, �.. r�'t ( � I i�' f,� �,,�'r � f,�%. �„ ��� J� 1
��l'V�A.�90..� �� .l.l�l 1�.rY�..q�.t�� �k.l�����l�l�li-'�I�`?�..�.'.a — �� ���_.�_
For vendor or ot�her erspY� doim busirae�ss wit�h Ir�eal g���vernmea�tal eyttit�
7'his qu��tic►nnaire� i•efleeis c�haaages made tm the law by H.B. '149�, $afh I,eg., l2ega.�lar Sessipr�. �
This questic�nnai�-e is being filed in accordance with cd�apter 1`76 af�tlre Local Gave�-�a�nent Cade by a persan �vho has a busirtcss relatio��sfl�ip
as defin�d lay S�ctic�a� 176,001(1-a) �uitli a local governmental entity and the �ersan meets requirements under Sectic�n I76.Q06(a}.
By la�,� this questionnairc; niust bE filed witl� th�, records adininr�;tratr�r c�f the 1oc��1 gavernment entity n�t lat�r than the 7th b�zsine�� day after
tl�te date tl�e persoz� becom�s awarc c>f fact5 ihat reqi,aire thL �;tatcment tc� be �iled. S"ee Section 17�i.�06, Local Gover-n�nelit Goc�e.
A person camrnits a��� offense if the per�c�r1 �inwingly �aiolates Sectian 176.t7�6, Local C�a��er��ment Coc�e. An offense under tixis sect�ic�r� is a
Class C znisde�ne�no��.
� Name of person who I�as � l�e�siness relationship with lacal gavernmental entitv.
� _. ❑ .
�"he�eEc t�is box if you are filing an nrpdate �o a�rcviously ��ed q��estiannaire.
(The law cequires That yau �1� an updated conapleted questionnaire with tl�e� appropriafe filin� authc�rity not later tlaan the i"' busis�ess d�y a�ffer t}�e
date lhe ori i�i�ll filed c uesfror7s7aire becornes incom lete �r inaccuratc.}
3 1'��raxe of local govera�ment o�fitcer w�th whom f��er has a� ecnplay�me�nt ar business relateo��sl�dp.
Nazne of Officer
T��is sectic�n, (iCe�in 3 includin� subparks A, E3, C& I�), rnust k�e conlplct�d 'far eac}� officer wr"t% wl�ana tt�e� �les- has en �rnployn���nt ar ather busi��ess relat�it�nship as
defrnecl by Sectian 176.O(7t(1-a), Loeal Go��en�rnex�t Ccade. Attach addit�ionaJ pages kt� khis F'oi-rn CI�Q �s nccessary.
A, Is CI7e local g�overnment ot�cer nar���d ir� this sectian recerwrrng or lik�ly to receive kaxable ixicoine, other thar7 investinent xnccrm�, frorn the �ler af th�
qucstiatrnarre?
� Yes � Na
B. Is th� filei� of the c�uestionnat`re recei� ing c�r likely tc� recer�re Caxak�le incorn�, atl�ce thari investnaer�t incoxne, fi�o7n or at fhe direcfran af the local
government of�cer nanied in fhis section �NU the taxable incorne is not received iron� the local ��v�rnrnental �ntity`?
� Yes � l�o
C. is tl�� filer <>f Yhis c�uestiomlaire ernployerl by � cor��aration ar other business enfrfy with r�spect ta which tl7e local gavernment officer serves as an
officer or director, or holds an ownership af 1 Q percent or nzare?
� Yes � No
D. Descrilac �acla �f�liatioaa or business relationship.
4
I have no Canf"8ic�t of interest to diselase.
5- -- _.
�°,`.•,
� ���� ��a �
_..__ �.... .__ ___,._.
Siga�ature �'f per ox� tlor7�g busi�7ess rvr�Ch fhe governr��ental ��ntity Date
�" ,
fl:�::t►v:ia�:�.:'�!'�`l����:'�1'..''�i��`�l�� '[il.a�r
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
November 17, 2015
Karen E. Smith, A.P.P
Senior Buyer
City of Denton
Materials Management
901B Texas Street
Denton, TX 76209
Subject: RFP-5861 SUPPLY OF ELECTRICAL UTILITY SWAGE ALUMINIMUM CONNECTORS
Karen,
Thank you for the invitation to participate in the subject RFP. Our response is enclosed.
Our response includes the following documents:
RFP Cover Page
Exhibit 1 Price Sheet
Completed Solicitation Checklist
Attachment A Business Overview Questionnaire
Attachment B Exception Form
Attachment B-1 Mutually Agreed Upon Terms and Conditions
Attachment D References
Attachment E Conflict of Interest Form
Attachment F Acknowledgment
Authorized Distributor Letter
Proposa) Supplement
We look forward to your response.
Sincerely,
Russell James
Ph 817-321-4011
Fx 817-284-7743
james@irby.com
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
1 77501200 Parallel Cable 8" Spacer 1,242 CASV250-&AA
$33.90 20-30
2 77501220 Parallel Cable Spacer, with 4" 4-hole NEMA pad 51 CASV250-8-4N4AA
$61.34 20-30
2A Parallel Cable Spacer, with 3" 4-hole NEMA pad 1 CASV250-8-4N-AA
$53.33 20-30
3 77501100 Terminal, Offset, 4" long X 3" wide 4-hole NEMA paci; 230kV; Cable Range = 432 S WCT1621-4N-AA
4/0 AAC to 3/0 (6/1) ACSR $19.04 20-30
4 #N/A Terminal, Offset, 4" long X 4" wide 4-hole NEMA paci; 230kV; Cable Range = 48 S WCT1621-4N4AA
4/0 AAC to 3/0 (6/1) ACSR $18.12 20-30
Terminal, Offset, 4" long X 3" wide 4-hole NEMA paci; 345kV; Cable Range=
5 77501205 �95 AAC to 636 (30/7), (30/19), 7155 (24/7), (54/7), 795 (36/1) 258 SWCT3079-4N-AA �18.92 20-30
Terminal, Offset, 5" long X 4" wide 4-hole NEMA paci; 345kV; Cable Range=
6 77501245 �95 AAC to 636 (30/7), (30/19), 7155 (24/7), (54/7), 795 (36/1) 1 SWCT3079-4N4AA �19.42 20-30
7 77501105 Terminal, Offset, 4.5" long X 3" wide 4-hole NEMA paci; 345kV; Cable Range 180 S WCT36127-4N-AA
= 1272 AAC to 1113 (54/19), 11925 (45/7) ACSR $25.70 20-30
8 77501250 Terminal, Offset, 5.5" long X 4" wide 4-hole NEMA paci; 345kV; Cable Range 1 S WCT36127-4N4-AA
= 1272 AAC to 1113 (54/19), 11925 (45/7) ACSR $24.77 20-30
9 #N/A Terminal, Offset, 4.5" long X 3" wide 4-hole NEMA pad, 345kV; Cable Range 1 S WCT36159-4N-AA
= 1590 AAC to 1431 (54/19), 15105 (45/7) ACSR $24.86 20-30
10 #N/A Terminal, Offset, 5.5" long X 4" wide 4-hole NEMA pad, 345kV; Cable Range 1 S WCT36159-4N4-AA
= 1590 AAC to 1431 (54/19), 15105 (45/7) ACSR $24.88 20-30
11 77501210 Terminal, Offset, 5.5" long X 4" wide 4-hole NEMA paci; 345kV; Cable Range 96 S WCT44250-4N4-AA
= 2500 AAC to 2312(76/19) ACSR $28.14 20-30
12 77501240 Terminal, 45 Deg, 3.94" long X 3" wide 4-hole NEMA pad; 230kV; Cable 1 SWCTA1621-4N-45-AA
Range = 4/0 AAC to 3/0 (6/1) ACSR $21.41 20-30
13 77501230 Terminal, 30 Deg, 4.39" long X 3" wide 4-hole NEMA pad; 230kV; Cable 1 SWCTA3079-4N30-AA
Range = 795 AAC to 636 (30/7), (30/19), 715.5 (54/7), 795 (36/1) ACSR $26.13 20-30
14 77501260 Terminal, 45 Deg, 5.01" long X 4" wide 4-hole NEMA pad; 345kV; Cable 1 S WCTA3079-4N4-45-AA
Range = 795 AAC to 636 (30/7), (30/19), 715.5 (54/7), 795 (36/1) ACSR $32.23 20-30
ernuna , eg, . ong wi e- o e pa ; ; a e
15 77501265 Range= 795 AAC to 636 (30/7), (30/19), 715.5 (24/7), (54/7), 795 (36/1) 1 SWCTA3079-4N4-90-AA
$35.41 20-30
16 77501270 Tee, Split Main Run, 3" 4 Hole Pad -795kcmil AAC 30 2830.1
$44.84 20-30
17 77501110 Tee, Split Main Run, 3" 4 Hole Pad -1272kcmil AAC 90 2834.1
$51.35 20-30
18 77501280 Tee, Split Main Run, 4" 4 Hole Pad -2500kcmil AAC 30 2844.1
$62.60 20-30
19 77501285 Terminal, (2) Cables, 45 Deg, 5.01" long X 4" wide 4-hole NEMA pad; 345kV; 72 SW2CTA44250-4N4-45-
Cable Range = 2500 - 2750 � $55.96 20-30
20 77501290 Terminal, Offset, (2) Cables, 4.25" long X 4" wide 4-hole NEMA pad; 345Kv; 1 SW2CT36127-4N4-AA
Cable Range = 1272 AAC to 1113 (54/19), 11925 (45/7) ACSR $40.53 20-30
21 77501295 Terminal, Offset, (2) Cables, 4.25" long X 4" wide 4-hole NEMA pad; 345kV; 1 SW2CT36159-4N4-AA
Cable Range = 1590 AAC to 1431 (54/19), 15105 (45/7) ACSR $40.74 20-30
22 77501115 Terminal, Offset, (2) Cables, 4.25" long X 4" wide 4-hole NEMA pad; 345kV; g67 SW2CT44250-4N4-AA
Cable Range = 2500 AAC to 2312 (76/19) ACSR $32.62 20-30
23 77501300 Terminal, 90 Deg, (2) Cables, 5.89" long by 4" wide 4-hole NEMA pad; 1 S W2CTA36159-4N4-90-
345kV; Cable Range— 1590 AAC to 1431 (54/19), 1510.5 (45/7) � $42.88 20-30
Contract 5861 Page 1 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
24 77501305 Terminal, 90 Deg, (2) Cables, 5.89" long by 4" wide 4-hole NEMA pad; 126 S W2CTA44250-4N4-90-
345kV; Cable Range- 2500 AAC to 2312 (54/19), 1510.5 (45/7) � $76.26 20-30
25 77501310 Coupler, 3.5" bus; SOOkV 1 SWC350-AA
$31.81 20-30
26 77501315 Coupler, 4" bus; SOOkV 1 SWC400-AA
$37.57 20-30
27 77501320 Coupler, 5" bus; SOOkV 1 SWC500-AA
$53.10 20-30
28 77501325 Reducer Splice 3.5" to 4'; 500kV 1 SWCR400350-AA
$83.59 20-30
29 7750ll20 Tap, 3" bus to 4.5" long X 3" wide NEMA 4-hole pad; SOOkV 102 S WTC300-4N-4.5-AA
$48.18 20-30
30 77501330 Tap, 3.5" bus to 5.5" long X 4" wide NEMA 4-hole pad; SOOkV 1 SWTC350-4N4-5.5-AA
$64.26 20-30
31 77501335 Tap, 5" bus to 8" long X 4" wide NEMA 4-hole pad; SOOkV 6 S WTC500-4N4-&AA
$101.74 20-30
32 77501340 Tap, 3" bus to (2) 4.5" long X 4" wide NEMA 4-hole pads; 500kV 1 S W2TC300-4N4-4.5-AA
$63.42 20-30
33 77501345 Tap, 4" bus to (2) 5.5" long X 3" wide NEMA 4-hole pads; 500kV 1 S W2TC400-4N-5.5-AA
$63.67 20-30
34 77501350 Tap, 4" bus to (2) 5.5" long X 3" wide NEMA 4-hole pads, tin plated; SOOkV 1 SW2TC400-4N-5.5-AA-
SN $73.21 20-30
35 77501355 Tap, 3.5" bus to 5.5" long X 4" wide transverse NEMA 4-hole pad; 500kV 1 S WTF350-4N4-5.5-AA
$44.03 20-30
36 77501360 Tap, 4" bus to 5.5" long X 4" wide transverse NEMA 4-hole pad; 500kV 1 S WTF400-4N4-5.5-AA
$54.72 20-30
37 77501125 Tap, 5" bus to 5.5" long X 4" wide transverse NEMA 4-hole pad; 500kV 294 S WTF500-4N4-5.5-AA
$110.95 20-30
38 77501365 Grounding Stud, Compression, 5" bus 144 SWGPH500-AA
$70.02 20-30
39 77501370 Tap, 3" bus to (2) 7" long X 4" wide transverse NEMA 4-hole pad; 500kV 1 SW2TF300-4N4-7-AA
$62.77 20-30
40 77501375 Tap, 3.5" bus to (2) 4.5" long X 4" wide transverse NEMA 4-hole pad; SOOkV 1 S W2TF350-4N4-4.5-AA
$84.04 20-30
41 77501380 Tap, 5" bus to (2) 8" long X 4" wide transverse NEMA 4-hole pad; 500kV 1 SW2TF500-4N4-8-AA
$119.75 20-30
42 77501385 End Cap, 5" bus; 230kV 1 SWEC500-AA
$66.84 20-30
43 77501390 End Cap, Rounded, 3" bus; SOOkV 1 SWECHV300-AA
$36.24 20-30
44 77501395 End Cap, Rounded, 3.5" bus; SOOkV 1 SWECHV350-AA
$44.45 20-30
45 77501400 End Cap, Rounded, 4" bus; SOOkV 1 SWECHV400-AA
$53.27 20-30
46 77501130 End Cap, Rounded, 5" bus; SOOkV 324 SWECHV500-AA
$55.98 20-30
47 77501405 Elbow 2" bus, 90 Deg Angle; 230kV 1 SWEP200-AA
$26.44 20-30
Contract 5861 Page 2 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
48 77501410 Elbow 3" bus, 45 Deg Angle; 230kV 60 SWEP300-45-AA
$38.35 20-30
49 77501140 Elbow 3" bus, 90 Deg Angle; 230kV 132 SWEP300-AA
$45.13 20-30
50 #N/A Elbow 3.5" bus, 90 Deg Angle; 230kV 1 SWEP350-AA
$54.28 20-30
51 77501420 Elbow 3.5" bus, 45 Deg Angle; 230kV 1 SWEP350-45-AA
$45.37 20-30
52 77501425 Elbow 4" bus, 45 Deg Angle; 230kV 1 SWEP400-45-AA
$48.51 20-30
53 77501430 Elbow 5" bus, 90 Deg Angle; 500kV 1 SWEP500-V-AA
$175.30 20-30
54 77501145 Elbow 5" bus, 45 Deg Angle, High Voltage; 500kV 132 SWEP500-45-V-AA
$162.00 20-30
55 77501435 Tee Connector, 4" Bus Run to 2" Bus Tap, 75 Deg; SOOkV 1 SWTA400-200-75-AA
$77.38 20-30
56 77501150 Tee Connector, 5" Bus Run to 2.5" Bus Tap, 75 Deg; SOOkV 504 SWTA500-250-75-AA
$79.61 20-30
57 77501440 Tee Connector, 3" Bus Run to 3" Bus Tap, 90 Deg; SOOkV 1 SWT300300-AA
$62.87 20-30
58 77501445 Tee Connector, 3.5" Bus Run to 3.5" Bus Tap, 90 Deg; SOOkV 1 SWT350350-AA
$68.71 20-30
59 #N/A Tee Connector, 5" Bus Run to 5" Bus Tap, 90 Deg; SOOkV 1 SWT500-500-AA
$144.55 20-30
60 77501585 Tee Connector, Split Type,3.5" Bus Run to 2" Bus Tap, 90 Deg; 230kV 1 SWTS350-200-AA
$48.23 20-30
61 77501590 Tee Connector, Split Type,3.5" Bus Run to 3.5" Bus Tap, 90 Deg; SOOkV 1 SWTS350-350-AA
$89.74 20-30
62 77501455 "A" Prame Connector, 4" Bus Run to 2" Bus Tap, 30 Deg; SOOkV 1 SWVBP400-20030-AA
$154.48 20-30
63 77501155 "A" Prame Connector, 5" Bus Run to 2.5" Bus Tap, 30 Deg; SOOkV 240 SWVBP500-25030-AA
$205.87 20-30
64 77501160 Terminal, 3" bus with 3" wide NEMA 4-hole pad; 345kV 132 S WTPC300-4N-AA
$85.47 20-30
65 77501460 Terminal, 3" bus with 4" wide NEMA 4-hole pad; 345kV 1 S WTPC300-4N4AA
$6691 20-30
66 77501465 Terminal, 3.5" bus with 4" wide NEMA 4-hole pad, tin plated; 500kV 1 S WTPC350-4N4AA-SN
$85.31 20-30
67 77501470 Terminal, 4" bus with 3" wide NEMA 4-hole pad; SOOkV 1 S WTPC400-4N-AA
$90.37 20-30
68 77501475 Ternunal, 4" bus with 4" wide NEMA 4-hole pad; SOOkV 1 SWTPC400-4N4AA
$91.41 20-30
69 77501480 Terminal, 4" bus with 4" wide NEMA 4-hole pad, tin plated; 500kV 1 S WTPC400-4N4AA-SN
$121.87 20-30
70 77501165 Terminal, 5" bus with 4" wide NEMA 4-hole pad; SOOkV 528 S WTPC500-4N4AA
$130.73 20-30
71 77501490 Terminal, Offset, 2" bus with 3" wide NEMA 4-hole pad; 230kV 1 S WTP200-4N-AA
$34.43 20-30
Contract 5861 Page 3 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
72 77501500 Terminal, Offset, 3.5" bus with 2" wide NEMA 2-hole pad, tin plated; 230kV 1 SWTP350-2N-AA-SN
$67.00 20-30
73 77501495 Terminal, Offset, 3.5" bus with 3" wide NEMA 4-hole pad, 345kV 1 SWTP350-4N-AA
$64.84 20-30
74 77501485 Terminal, 2" bus with 3" wide NEMA 4-hole pad, 90 Deg; 230kV 1 S WTPA200-4N-90-AA
$27.04 20-30
75 77501505 Bus Support, 3" with 3" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD300-3-CH-AA
$94.38 20-30
76 77501505 Bus Support, 3" with 5" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD300-5-CH-AA
$94.38 20-30
77 77501510 Bus Support, 3.5" with 3" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD350-3-CH-AA
$114.09 20-30
78 77501510 Bus Support, 3.5" with 5" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD350-5-CH-AA
$114.09 20-30
79 77501515 Bus Support, 4" with 3" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD400-3-CH-AA
$124.72 20-30
80 #N/A Bus Support, 4" with 5" bolt circle, 5/8" bolt size with chatter spring; 230kV 554 PSD400-5-CH-AA
$101.73 20-30
81 77501215 Bus Support, 5" with 5" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD500-5-CH-AA
$145.79 20-30
82 77501215 Bus Support, 5" with 7" bolt circle, 5/8" bolt size with chatter spring; 230kV 1 PSD500-7-CH-AA
$145.79 20-30
83 77501525 Expansion Terminal, 3.5" bus with 4.25" long X 4" wide 4-hole NEMA pad; 1 S WXL350-4N4AA
230kV $274.72 20-30
84 77501530 Expansion Terminal, 4" bus with 4.25" long X 4" wide 4-hole NEMA pad; 1 S WXL400-4N4AA
230kV $296.21 20-30
85 77501170 Expansion Terminal, 5" bus with 4.25" long X 4" wide 4-hole NEMA pad; 438 S WXL500-4N4AA
230kV $390.54 20-30
86 77501175 Expansion Bus Support, 3" with 3" & 5" bolt circle with chatter spring; 230kV 66 SWXBC300-3/S-CH-AA
$239.97 20-30
87 77501535 Expansion Bus Support, 3.5" with 3" & 5" bolt circle with chatter spring; 1 SWXBC350-3/S-CH-AA
230kV $356.65 20-30
88 77501540 Expansion Bus Support, 5" with 5" & 7" bolt circle with chatter spring; 230kV 36 SWXBC500-5/7-CH-AA
$535.19 20-30
89 77501545 Welded Ring Bus Support, 3" with 3" & 5" bolt circle with chatter spring; 1 WPS300-3/S-V-CH-AA
525kV $94.87 20-30
90 77501550 Welded Ring Bus Support, 4" with 3" & 5" bolt circle with chatter spring; 1 WPS400-3/S-V-CH-AA
525kV $72.43 20-30
91 77501180 Welded Ring Bus Support, 5" with 5" & 7" bolt circle with chatter spring; 1 WPS500-5/7-V-CH-AA
525kV $92.04 20-30
92 77501555 Horizontal Bus Support, 3" with 3" & 5" bolt circle with chatter spring; SOOkV 1 SWPS3003/S-CH-AA
$99.10 20-30
93 77501560 Horizontal Bus Support, 4" with 3" & 5" bolt circle with chatter spring; SOOkV 1 SWPS4003/S-CH-AA
$152.10 20-30
94 77501565 Horizontal Bus Support, 5" with 5" & 7" bolt circle with chatter spring; SOOkV 1 SWPS500-5/7-CH-AA
$217.95 20-30
95 77501520 Vertical Bus Support, 3" with 5" bolt circle; 345kV 1 SWPSV300-5-AA
$73.20 20-30
Contract 5861 Page 4 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
96 77501570 Bus Support, 3" with chatter springs; SOOkV; w/3" Bolt Circle 1 PSD300-3-V-CH-AA
$147.81 20-30
97 77501570 Bus Support, 3" with chatter springs; SOOkV; w/5" Bolt Circle 1 PSD300-5-V-CH-AA
$129.94 20-30
98 77501575 Bus Support, 4" with chatter springs; SOOkV; w/3" Bolt Circle 1 PSD400-3-V-CH-AA
$177.06 20-30
99 77501575 Bus Support, 4" with chatter springs; SOOkV; w/5" Bolt Circle 1 PSD400-5-V-CH-AA
$155.66 20-30
100 #N/A Bus Support, 5" with chatter springs; SOOkV; w/5" Bolt Circle 1 PSD500-5-V-CH-AA
$139.89 20-30
101 #N/A Tee, Split Main Run, 3" 4 Hole Pad -2500kcmil AAC 30 2844.1D
$65.89 20-30
102 #N/A Coupler 3" Bus 1 SWC300-AA
$25.39 20-31
103 #N/A Parallel Cable Spacer 2500AAC 4" Spacing 1 CASV250-4AA
$28.28 20-32
Contract 5861 Page 5 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
RFP 5861 Pricing Sheet for Electric Utility Swage Aluminum Connectors
Proposer's Name: �B�' UTILITIES
Principal Place of Business: FORT WORTH, TX
SECTION I- Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Estimated Estimated
Unit ID COD Stock # Part Description Quantityi �'I` Part # Unit Price� Delivery A.R.O
(business days)
SECTION II - Tooling Rental
Yrice per weeK Yor tooling 2or a typical substahon�`
*Typical substation will consist of connectors for 2 1/2", 3", and 5" bus; and 4/0
AAC, 795 AAC, 1272 AAC, 2500 AAC conductor
SECTION III - Delivery
Is there a minimum order requirement? If so, explain
Delivery in weeks after receipt of order
Delivery in days for an immediate need of 1-3 parts
NO CHARGE
$200 minimum order
4-6 WKS
Reviewed as required
Expedite charges: Reviewed as required
Contract 5861 Page 6 of6
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
����������� BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contractor LegalName (for contracting purposes): IR,�Y UTILITIE�
2. Subsidiary of: Sc�n�p�r
3. Organization Class (circle):
. � � � .
4. Tax Payer ID#: 16401790205
5. Date Established: 1927
6. Historically Underutilized Business: �e� Nt�
7. Does your company have an established physical presence in the State of Texas, or the City of
Denton? Yes or No, in which?
'- • ?1• '
8. Please provide a detailed listing of all products and/or services that your company provides.
-- . . -r �" • • . • _
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.
�, � • _ - �" • r-r
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.
Nc�, N/P�m ihis is fc�r S�rvic�s F'rc�vid�d
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).
�, � • _ - �" • r-r
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
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?
http://www.osha.qov/pls/oshaweb/owasrch.search form?p doc type=STANDARDS
&p toc level=1&p keyvalue=1926
/�m This is fc�r S�rvic�s rc�vid�d
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 oi
a. Responding firms principle place of business:
Irby Electrical Distributor
7125 Beiton Street
Fort Worth, TX 76118
b. Company's majority owner principle place of business:
Irby Eiectrical I7istributor
815 South President Street
Jacl�son, MS 39201
c. Ultimate Parent Company's principle place of business:
�����:��a� aJ��.
���� ��a���:a �a�°�:�:a
���:a�: �����
�u����a���:��u���a� ��. �a����r
14. Provide details to support the evaluation criteria, including experience and delivery.
S�� �tt�ch�d F'rc�pas�l Suppl�m�nt
15. Provide details on how firm meets the minimum qualifications stated in Section 3; including
copies of professional licenses (Additional attachments may be included for reference).
-- . . -r �" • • . • _
I certify that our firm meets the minimum qualifications as stated in this Main document, Section3.
RutiseGG J�rM.eti
Signature
Contract 5861
IRBY UTILITIES
Company
11/17/15
Date
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
�.:+i����i'i��:i'�� � i : 1 ' 1
Any exceptions taken to this solicitation must be itetnized 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
-- - • �r. - ., . • . r . - . -
-- y . - : . y • --r • - . r - •
77501545 AFL # should be WPS300-3/S-V-CH-AA
77501550 AFL # should be WPS400-3/S-V-CH-AA
77501180 AFL # should be WPS500-5/7-V-CH-AA
Tooling Rental will be at N/C per Swage Tooling guidelines and for specified Tools (see attached-2 docs)
RFP E�ibit 2 section 2 AWARD AFL will honor pricing for all line items quoted only if AFL is awarded the
RutiseCG J�v�eti IRBY UTII.ITIES_ 11/17/15
Signature Company
No Exceptions taken to this solicitation.
Signature
Contract 5861
Company
Date
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
������- REFERENCES
Please list three (3) Utiliry references, other than the City of Denton, who can verify the qualiry of service your
company provides. The Ciry prefers customers of similar size and scope of work to this proposal.
REFERENCE ONE
GOVERNMENT/CONII'ANY NAME:CITYOF (�ARLANT
LOCATION: ("�ARLANT, TX
CONTACT PERSON AND TITLE: (�ARYI�OLC'OLMT� — PURCI�AS'IN(� SUPER �ISOR
TELEPHONE NUMBER:972-205-2425
SCOPE OF WORK: MULTIOPLE C'ONTRAC'TS
CONTRACT PERIOD:
REFERENCE TWO
GOVERNMENT/CONII'ANY NAME: CITY OF WEATI�ERFORI)
LOCATION: WEATI�ERFORI), TX
CONTACT PERSON AND TITLE: ROT�ERT MOSS — PURCI�AS' 1N(� A(�ENT
TELEPHONE NUMBER: 817-598-4252
SCOPE OF WORK:
CONTRACT PERIOD:
REFERENCE THREE
GOVERNMENT/CONII'ANY NAME: CITY OF SAN(�ER
LOCATION: SAN(�ER, TX
CONTACT PERSON AND TITLE: RANELL (�UAM
TELEPHONE NUMBER: 940-458-2064
SCOPE OF WORK:
CONTRACT PERIOD:
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
��������� ACKNOWLEDGEMENT
The undersigned agrees this subtnission becomes the property of the Ciry of Denton after the official opening.
The undersigned affirtns he has familiarized himself with the specification, drawings, exhibits and other documents; the
local conditions under which the work is to be perfortned; 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 subtnitting 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 Ciry of Denton, and that the contents of this submission
have not been communicated to any other respondent or to any employee of the Ciry of Denton prior to the acceptance of
this submission.
Respondent hereby assigns to the Ciry 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 Ciry of Denton Purchasing Website at:
http://www.citvofdenton.com/index.aspx?pa�e=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 infortnation in my
statements and answers to questions. I am aware that the infortnation given by me in this submission will be investigated,
with my full pertnission, 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:
I�2 BY UTILTIES
_7125 B�l�on S�r���
_For� Wor�h, TX 7611�
Tel. No. �17�321�4011
Email. �an��s a),irb, .�
Contract 5861
Received
Received
Received
AUTHORIZED REPRESENTATIVE:
Signature Ruylel,G J�rM.eti
Date 11/17/15
Name �2uss�11 Jan��s
Title Sal�s
Fax No. � 17�2�4�7743
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
November 16, 2015
City of Denton
Materials management Department
901-B Texas Street
Denton, TX 76209
This notice confirms that Stuart C Irby of Fort Worth TX is an authorized Distributor for AFL Telecommunications.
Please contact me if you require any additional information.
Thank you for your time.
Sincerely,
�a�tlr��e .�a.a,�
Katherine Lash
Customer Service Supervisor, Electric Utilities
AFL Telecommunications
104 Hidden Lake Circle
Duncan, SC 29334
864-486-7290 (direct)
864-433-5419 (fax)
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
SWAGE Tool Policy for the City of Denton
November 6, 2015
The following tools, one each, shall be provided "Free of Charge" for the contract duration.
A. Power Units
45 Power unit = 45 TPU (SWAGE POWER UNIT - 45 TON SERIES)
65 Power unit = 65 TPU (SWAGE POWER UNIT - 65 TON SERIES)
85 Power unit = 85 TPU (SWAGE POWER UNIT - 85 TON SERIES)
B. 3 heads for the 65 ton power unit
65THA200 SWAGE 11N — 21N SPS HEAD ASSEMBLY
65THA300 SWAGE 2.51N — 31N SPS HEAD ASSEMBLY
65THA400 SWAGE 3.51N —41N SPS HEAD ASSEMBLY
C. 7 dies for 1"-4" (1/2"increments)
65TD100 SWAGE DIE 11N SPS FITTINGS
65TD150 SWAGE DIE 1.51N SPS FITTINGS
65TD200 SWAGE DIE 21N SPS FITTINGS
65TD250 SWAGE DIE 2.51N SPS FITTINGS
65TD300 SWAGE DIE 31N SPS FITTINGS
65TD350 SWAGE DIE 3.51N SPS FITTINGS
65TD400 SWAGE DIE 41N SPS FITTINGS
D. 5" head & die
85THA500
85TD500
E. SWGGB500
SWAGE 51N SPS HEAD
SWAGE DIE 51N SPS FITTINGS
SWAGE GAUGE 51N SPS FITTINGS
F. 2 heads for 45 Power unit - Cable 336.4 - 2500KCM
45THA20 SWAGE HEAD ASSEMBLY FOR .500" - 1.250" O.D. FITTINGS
45THA36 SWAGE HEAD ASSEMBLY FOR 1.500" - 2.250" O.D. FITTINGS
Contract 5861
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
G. 45 Ton Dies
45TD20
45TD24
45TD28
45TD30
45TD32
45TD36
65TD44
EX���T 3
(Cable Fitting Dies)
SWAGE DIE 1-1/41N O.D. FITTINGS
SWAGE DIE 1-1/21N O.D. FITTINGS
SWAGE DIE 1-3/41N O.D. FITTINGS
SWAGE DIE 1-7/81N O.D. FITTINGS
SWAGE DIE 21N O.D. FITTINGS
SWAGE DIE 2-1/41N O.D. FITTINGS
SWAGE DIE 2-3/41N O.D. FITTINGS
H. Electric Hydraulic Pumps (3):
SPX P-Nut Hydraulic
Pumps
I. Inspection gauges:
SWGGB100
SWGGB150
SWGGB200
SWGGB250
SWGGB300
SWGGB350
SWGG B400
SWGGC44
SWGGC20
SWGGC24
SWGGC28
SWGGC30
SWGGC32
SWGGC36
Electric Pump Assy, hose & case
SWAGE GAUGE 11N SPS FITTINGS
SWAGE GAUGE 1.51N SPS FITTINGS
SWAGE GAUGE 21N SPS FITTINGS
SWAGE GAUGE 2.51N SPS FITTINGS
SWAGE GAUGE 31N SPS FITTINGS
SWAGE GAUGE 3.51N SPS FITTINGS
SWAGE GAUGE 41N SPS FITTINGS
SWAGE GAUGE 2-3/41N O.D. FITTINGS CABLE
SWAGE GAUGE 1-1/41N O.D. FITTINGS CABLE
SWAGE GAUGE 1-1/21N O.D. FITTINGS CABLE
SWAGE GAUGE 1-3/41N O.D. FITTINGS CABLE
SWAGE GAUGE 1-7/81N O.D. FITTINGS CABLE
SWAGE GAUGE 21N O.D. FITTINGS CABLE
SWAGE GAUGE 2-1/41N O.D. FITTINGS CABLE
J. Lube: SWGRS (SWAGE GREASE 4 OZ. BOTTLE) As needed for Contract Duration
K. Swage Equipment Cases:
SW H DC-A03
SW P U C-A03
SW H DC-A01
SW P U C-A01
SW H DC-A02
SW P U C-A02
Contract 5861
SWAGE HEAD CASE 85 TON SERIES
SWAGE-POWER UNIT CASE 85 TON SERIES
SWAGE HEAD CASE 65 TON SERIES
SWAGE-POWER UNIT CASE 65 TON SERIES
SWAGE HEAD CASE 45 TON SERIES
SWAGE-POWER UNIT CASE 45 TON SERIES
DocuSign Envelope ID: 746A7624-B303-4508-95D4-45CC9CD3E3FD
EX���T 3
SWAGE Tool Policy
City of Denton Tooling Guidelines;
AFL wil) supply the City of Denton Swage Tooling Kits containing proper die sets for fittings supplied on projects,
for length of contract to supply as stated on this attachment for supplied tooling. If additional tooling is required
for projects they will be rented at a rental fee of $180.00 per week for the duration of the need until project is
complete or tools are returned to AFL following AFL Tooling Groups shipping instructions.
1. Rental fee stop date will be the return date on the shipping documents back to AFL's plant address.
2. Customer is responsible for lost, stolen or damaged tooling beyond repair. Extent of liability will be
replacement of tools at published selling price or repair to damaged equipment for materials and labor.
Any and al) damage to AFL property wil) be reported to AFL Swage Product Manager prior to return of
tooling to AFL.
3. Customer is responsible for return insured freight to AFL and any cost associated with the return
shipping on tools requiring maintenance or replacement.
4. AFL will pay freight back to customer after repair or replacement.
Note: AFL Tooling rental program will be flexible to service the customers' requirements, special needs, projects
needs and any extenuating circumstances. Discuss any needs, specia) requirements or concerns with the AFL
Substation Product Manager.
If you have any questions or concerns please contact the following:
Chip Long, 864-433-5526, Chip.Lon�@Afl�lobal.com, Substation Product Manager
Brian Wood, 864-433-5365, Brian.Wood@Afl�lobal.com, Customer Support Analyst
Stephen Rouleau, 864-433-5416, Stephen.Rouleau@Afl�lobal.com, Substation Engineer
Sincerely,
��.�� ��"�n��������
�
Gary Harter
Commercia) Manager, AFL
Contract 5861
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 16-026, Version: 1
Agenda Information Sheet
DEPARTMENT: Fire and Emergency Medical Services
CM/ ACM:
Date:
SUBJECT
John Cabrales, Jr.
January 5, 2016
Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the
acquisition of fee simple title to the surface estate, including a waiver of surface use to the mineral estate, of a
tract of land ("Property Interests") generally located in the 1200 block of North Interstate Highway 35 East and
being a portion of Lot l, Block l, Royal Inn Addition, an addition to the City of Denton, Denton County, Texas
according to the Plat recorded in Cabinet D, Page 329, Plat Records, Denton County, Texas, and more
particularly described in the attached Exhibit "A"; authorizing the City Manager and City Attorney, or their
respective designees, to acquire the property interests by agreement including making initial and final offers;
authorizing the use of the power of eminent domain to condemn the property interests if an agreement cannot
be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if
necessary; authorizing the expenditure of funding makings findings; providing a savings clause; and providing
an effective date. (Fire Station No. 3 Rebuild)
BACKGROUND
The Denton Fire Department presented its 2013 Facilities Optimization Study as a supplement to its 2011 to
2015 Strategic Plan, evaluating the location and condition of current Denton Fire Department facilities. The
department made recommendations for the addition and placement of future facilities to better serve the
citizens of Denton. Through an analysis of its existing facilities' locations and conditions, staff determined
within the scope of the report that Fire Station #3 (1204 McCormick) is substandard and needs to be replaced as
soon as possible. A recommendation was made to rebuild Station 3.
Approval of the ordinance under consideration authorizes staff to commence negotiations with the property
owner of the tract, formerly the Royal Inn motel location, to be assembled into the land currently housing Fire
Station #3. The subject ordinance identif'ies the property tract which has been impacted by the IH 35E
expansion, leaving a remainder tract which has been cleared of the former motel improvement.
OPTIONS
l. Approve the proposed Ordinance.
2. Not approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
City of Denton Page 1 of 2 Printed on 12/30/2015
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File #: ID 16-026, Version: 1
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
April 16, 2013 - City Council -Issuance of City of Denton Certificates of Obligation,
Ordinance No. 2013.113,
December 15, 2015 - Closed Session, briefed City Council
FISCAL INFORMATION
City of Denton Certificates of Obligation Series 2013.
Offer to Purchase Amount: $1,150,000.00 for an approx. 1.55 acre tract ($17.00/sq. ft.).
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
EXHIBITS
L Location Map
2. Site Map
Safe, Liveable & Family-Friendly Community
4.1 Enhance public safety in the community
3. Recommended Motion
4. Ordinance (with attachments)
Respectfully submitted:
Robin F. Paulsgrove
Fire Chief
Prepared by:
LuAnne Oldham
Real Estate Specialist
City of Denton Page 2 of 2 Printed on 12/30/2015
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Site Map
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Exhibit 2 to the CC AIS
Fire Station No. 3 Rebuild Project
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Exhibit 3- Attachment to CC AIS
MOTION
Citv Council Agenda Item
(Fire Station 3)
"I move that the City of Denton, after having made the offers required by State law,
authorize the use of the power of eminent domain to acquire fee simple to the surface
estate, including waiver of surface use to the mineral estate, of a tract of land
generally located in the 1200 block of north Interstate Highway 35 East and being a
portion of Lot 1, Block 1, Royal Inn Addition, an addition to the City of Denton,
Denton County, Texas according to the Plat recorded in Cabinet D, Page 329, Plat
Records, Denton County, Texas, and more particularly described on "Exhibit A" to
the ordinance now under consideration and on the overhead screen being now
displayed to the audience, all of which is for a valid public use necessary to provide
fire and emergency medical services to serve the public and the citizens of the City
of Denton, Texas"
ORDINANCE NO. 2016 -
AN ORDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE,
NEED, AND NECESSI'TY FOR THE ACQUISITION OF FEE SIMPLE TITLE TO THE
SURFACE ESTATE, INCLUDING A WAIVER OF SURFACE US� TO THE MINERAL
ESTATE, OF A TRACT OF LAND ("PROPERTY INTI:RESTS") GENERALLY
LOCATED IN THE 1200 BLOCK OF NORTH INTERSTATE HIGHWAY 35 EAST AND
BEING A PORTION OF LOT 1, BLOCK 1, ROYAL INN ADDITION, AN ADDITION TO
THE CITY OF DENTON, DENTON COUNTY, TEXAS ACCORDING TO THE PLAT
RECORDED IN CABINET D, PAGE 329, PLAT RECORDS, D�NTON COUNTY,
TEXAS, AND MORE PARTICULARLY DESCRIBED IN THE ATTACHED EXHIBIT
"A"; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY, OR THEIl2
RESPECTIVE DESIGNEES, TO ACQUIRE THE PROP�RTY INTERESTS BY
AGREEMENT INCLUDING MAKING INITIAL AND FINAL OFFERS; AUTHORIZING
THE USE OF THE POWER OF EMINENT llOMAIN TO CONDEMN THE PROP�RTY
INTERESTS IF AN AGREEMENT CANNOT BE R�ACHED; AND AUTHORIZING THE
CITY ATTORNEY, OR HER DESIGNEE, TO FILE EMINENT DOMAIN
PROCEEDINGS IF NECESSAI2Y; AUTHORIZING THE EXPENDITUR� OF
FUNDING; MAKINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND
PROVIDING AN EFFECTIVE DATE. (Fire Station No. 3 Rebuild)
WHEREAS, the City Council of the City of Denton ("City Council") after consideration
of this matter, has determined that a public use and necessity exists for, and that the public welfare
and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas
("City"). The City Council finds that the acquisition of the Property Interests is a valid public use
necessary to provide fire and emergency medical services to the public and the citizens of the City.
WHEREAS, the City is required to make an initial offer as defined by�, and in compliance
with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in
compliance with, Teaas Property Code �21.0113 ("Final Offer") to acquire the Property Interests
for public use, voluntarily, from the subject landowner(s) before beginning the acquisition of the
Property Interests by eminent domain; and
WHEREAS, the City Council deems it necessary to authorize the Gity Attorney to initiate
condemnation proceedings in order to acquire the Property Interests if an agreement cai�not be
reached with the subject landowner(s) for the purchase of the Property Interests; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON ORDAINS:
Section I. The City Council finds tha� the recitals made in the preamble of this Ordinance
are true and correct, and incorporates such recitals into the body of this ordinance as if copied in
their entirety.
Section IL The City Council authorizes acquisition of the Property Interests, as inore
particularly described in the attached Exhibit "A", for the reasons and purposes set forth above
together with all necessary appurtenances, additions and improvements on, over, under, and
through the Property Interests.
Section IIL The City Council authorizes the City Attorney, or her designee, to negotiate
for and to acquire the required property rights in the Property Interests for the City, and to acquire
these rights in compliance with State and any other applicable law. The City Attorney, or designee,
is specifically authorized and directed to do each and every act necessary to acquire the needed
property rights in the Property Interests including, but not liinited to, the authority to negotiate,
give notices, make written offers to purchase, prepare contracts, to retain and designate a qualified
appraiser of the Property Interests to be acquired and any other experts or consultants that she
deems necessary for the acquisition process, to retain qualiiied otrtside litigation counsel as needed,
and, if necessaiy, to institute proceedings in eminent domain.
Section IV. The City Manager, or his designee, is appointed as negotiator for the
acquisition of the needed Property Interests and, as such, the City Manager, or designee, is
authorized and directed to do each and every act and deed specified or authorized by this
Ordinance, subject to the availability of fiinds appropriated by the City Council for such pu�pose.
The City Manager, or designee, is specifically authorized to establish and inake offer(s) of just
compensation for the acquisition of the Property Interests. If an agreement as to daniages or
coinpensation cannot be reached then the City Attorney, or designee, is authorized and directed to
file or cause to be filed, against the subject landowner(s) and interested parties of the Property
Interests, proceedings in emitient domain to acquire the Property Interests.
Section V. The City Manager, or his designee, is authorized and directed to make an offer
to the subject landowner(s) of the Property Interests in the amount of $1,150,000.00 as just
compensation for the Property Interests with said amount being based on an amount detennined
by an independent fee appraisal obtained by the City.
Section VI. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
Seetion VIL This Ordinance shall become effective immediately upon its passage.
PASSED AND APPROVED this the day of , 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRF,TARY
�.
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ��' �
PROPERTY INTERESTS — Exhibit "A"
All that certain tract or parcel of land situated in the E. Puchalski Survey Abstract No. 996, and
being known as Lot 1, Block 1, Royal Inn Addition, an addition to the City of Denton, Denton
County, Texas according to the Plat recorded in Cabinet D, Page 329, Plat Records, Denton
County, Texas; save and except that portion conveyed in Deed dated April 9, 2014 by and
between B.M.A.1., Inc., a Texas corporation (as Grantor), to The State of Texas (as Grantee),
recorded March 11, 2015 under instrument number 2015-24239, Real Property Records, Denton
County, Texas.
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: ID 16-052, Version: 1
Agenda Information Sheet
DEPARTMENT: Denton Enterprise Airport
CM/ ACM:
Date:
Jon Fortune
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas determining the public use, need, and necessity
for the acquisition of fee simple title to the surface estate, including a waiver of surface use to the mineral
estate, of a 25.63 acre property tract ("property interests") described in the attached exhibit "a", generally
located on the north side of Tom Cole Road and being west of and adjacent to City of Denton Enterprise
Airport property and being situated in the Wm. Wilburn Survey, Abstract 1419, Denton County, Texas, and
more particularly described in the attached Exhibit "A"; authorizing the City Manager and City Attorney, or
their respective designees, to acquire the property interests by agreement including making initial and final
offers; authorizing the use of the power of eminent domain to condemn the property interests if an agreement
cannot be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if
necessary; authorizing the expenditure of funding makings findings; providing a savings clause; and providing
an effective date. (Denton Enterprise Airport: West Parallel Runway Project (Eagle Farms/Porter))
BACKGROUND
The Denton Enterprise Airport has received grant funding from the State of Texas, not to exceed $7,000.000.00
for the purpose of designing and building a second runway and other related improvements known as the West
Parallel Runway Project.
Resolution No. R2014-025, accepting a grant from the State of Texas for the above stated purposes was passed
and approved by City Council on June 17, 2014. Ordinance No. 2014-304 authorizing the City Manager to
execute on behalf of the City of Denton the Airport Project Participation Agreement with the Texas Department
of Transportation Aviation Division (TxDOT Aviation) relating to certain improvements at the Denton
Enterprise Airport as identified in the APPA as TxDOT Contract No. SXXAV003 (the "Agreement") and to
expend funds as provided for in the Agreement.
This tract identified has been approved by TxDOT as necessary for acquisition for completion of the project.
The appraisals and review appraisals have been completed according to federal guidelines as outlined in the
Uniform Act and are therefore eligible for 85% reimbursement in accordance with the Agreement.
Approval of the ordinance under consideration authorizes staff to commence negotiations with the property
owner of the tracts, location, to be assembled to build the West Parallel Runway Project.
OPTIONS
l. Approve the proposed Ordinance.
City of Denton Page 1 of 2 Printed on 12/31/2015
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File #: ID 16-052, Version: 1
2. Not approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATIONS
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
June 14, 2014, Resolution No. R2014-025, acceptance of TxDOT grant for second runway
September 16, 2014, Ordinance No. 2014-304, authorization to expend funds related to grant
FISCAL INFORMATION
TxDOT Airport Project Participation Agreement (APPA), a Federally Assisted Airport
Development Grant, with the TxDOT Aviation Division: Contract No: SXXAV003.
Offer to Purchase Amount: $384,450.00 for a 25.63 acre tract ($15,000.00/acre).
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
needs
EXHIBITS
l. Location Map
2. Site Map
Public Infrastructure
2.5 Develop Capital Improvement Program (CIP) based on community
3. Recommended Motion
4. Ordinance
Respectively Submitted:
Quentin Hix
Director of Aviation
Prepared by:
Amy B. Parish,
Real Estate Analyst
City of Denton Page 2 of 2 Printed on 12/31/2015
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Site Map
Exhibit 3- Attachment to CC AIS
MOTION
Citv Councii Agenda Item
(Denton Enterprise Airport: West Parallel Runway project (Eagle Farms_Porter))
"I move that the City of Denton, after having made the offers required by State law,
use of the power of eminent domain, if needed, to acquire fee simple to the surface
estate, including waiver of surface use to the mineral estate, of a 25.63 acre tract
generally located on the north side of Tom Cole Road and being west of and adj acent
to City of Denton Enterprise Airport property and being situated in the Wm. Wilburn
Survey, Abstract 1419, Denton, Denton County, Texas, and more particularly
described on `Bxhibit A" to the ordinance now under consideration and on the
overhead screen being now displayed to the audience, all of which is for a valid
public use necessary to provide the expansion of aviation infrastructure and facilities
to serve the public and the citizens of the City of Denton, Texas"
S:1L.ega110ur pocuments�Ordinances1161West Parallel Runway - Denton Airport (Eagle Farms_Porter) Ordinanre - Authorization for Offers and
ED - LCC -12292015.docx
ORDINANCE NO. 2016 -
AN 4RDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE,
NEED, AND NECESSITY FOR THE ACQUISITION OF FEE SIMPLE TITLE TO THE
SURFACE ESTATE, INCLUDING A WAIVER 4F SURFACE USE TO THE MINERAL
ESTATE, OF A 25.63 ACRE PROPERTY TRACT ("PROPERTY INTERESTS")
DESCRIBED IN THE ATTACHED EX�IIBIT ��A", GENERALLY LOCATED ON THE
NORTH SIDE OF TOM COLE ROAD AND BEING WEST OF AND ADJACENT TO
CITY OF DENTON ENTERPR.ISE AIRPORT PROPERTY AND BEING SITUATED IN
THE WM. WILBURN SURVEY, A$STRACT 1419, DENTON COUNTY, TEXAS, AND
MORE PARTICULARLY DESCRIBED IN THE ATTACHED EXHIBIT "A";
AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY, 4R THEIR
RESPECTIVE DESIGNEES, TO ACQUIRE THE PROPERTY INTERESTS BY
AGREEMENT INCLUDING MAKING INITIAL AND FINAL OFFERS; AUTHORIZING
THE USE OF THE POWER OF EMINENT DOMAIN TO CONDEMN THE PROPERTY
INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AND AUTHORIZING THE
CITY ATTORNEY, OR HER DESIGNEE, TO FILE EMINENT DOMAIN
PROCEEDINGS IF NECESSARY; AUTHORIZING THE EXP'ENDITURE OF
FUNDING; MAHINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND
PROVIDING AN EFFECTIVE DATE. {Denton Enterprise Airport: West Parallel Runway
project {Eagle Farms/Porter))
WHEREAS, the City Council of the City of Denton ("City Council") after consideration
of this matter, has determined that a public use and necessity exists for, and that the public welfaze
and convenience requires, the acquisition af the Property Interests by the City of Denton, Texas
{"City"). The City Councii finds that the acquisition af the Property Interests is a valid public use
necessary to provide the expansion of aviation infrastructure and facilities to the public and the
citizens of the City.
WHEREAS, the City is required to make an initial offer as deiined by, and in compliance
with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in
compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests
for public use, voluntarily, from the subject landowner{s) before beginning the acquisition of the
Property Interests by eminent domain; and
WHEREAS, the City Councii deems it necessary to authorize the City Attorney to initiate
condemnation proceedings in order to acquire the Property Interests if an agreement cannot be
reached with the subject landowner(s) for the purchase of the Property Interests; NOW,
THEREFORE,
THE C4UNCIL OF THE CITY OF DENT4N ORDAINS:
Section I. The City Council finds that the recitals made in the preamble of this Ordinance
are true and conect, and incorporates such recitals into the body of this ordinance as if copied in
their entirety.
Section II. The City Council authorizes acquisition of the Property Interests, as more
particularly described in the attached Exhibit "A", for the reasons and purposes set farth above
together with all necessary appurtenances, additians and improvements on, over, under, and
through the Property Interests.
Section III. The City Council authorizes the City Attorney, ar her designee, to negotiate
for and to acquire the required property rights in the Property Interests for the City, and to acquire
these rights in compliance with State and any other applicable law. The City Attorney, or designee,
is specifically authorized and directed to do each and every act necessary to acquire the needed
property rights in the Property Interests including, but not limited to, the authority ta negotiate,
give notices, make written ofFers to purchase, prepare cantracts, to retain and designate a qualified
appraiser of the Property Interests to be acquired and any ather experts or cansultants that she
deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed,
and, if necessary, to institute proceedings in eminent damain.
Section IV. The City Manager, or his designee, is appointed as negotiatar far the
acquisition of the needed Property Interests and, as such, the City Manager, or designee, is
authorized and directed to do each and every act and deed specified ar authorized by this
Ordinance, subject to the availability of funds appropriated by the City Council for such purpose.
The City Manager, or designee, is specifically authorized ta establish and make offer(s) of just
compensation for the acquisition of the Property Interests. If an agreement as to damages ar
compensation cannot be reached then the City Attorney, or designee, is authorized and directed to
file or cause to be filed, against the subject landowner(s} and interested parties of the Property
Interests, praceedings in eminent domain to acquire the Property Interests.
Section V. The City Manager, or his designee, is authorized and directed to make an offer
to the subject landowner(s) of the Property Interests in the amount of $384,450.04 as just
compensation for the Property Interests with said amount being based on an amount determined
by an indegendent fee appraisal obtained by the City.
Section VI. If any section, article, pazagraph, sentence, phrase, clause or word in this
ordinance, ar application thereof to any persons ar circumstances, is held invalid or
unconstitutional by a court of competent jurisdictian, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
Section VII, This Ordinance shall become effective immediately upon its passage.
PASSED AND APPROVED this the day af , 2416.
CHRIS WATTS, MAYOR
ATT� ST:
.TENNI�`E� WALT�RS, CITY SECRk;TARY
:
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Exhibit "A" - Property Interests
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Bei�1g 25.630 acres of land, sitllated in the Wnz. Wilburn Survey, A-1419, Dent�11 Count�y,
Texas, and being of a called 691.64 acre tract which was conveyed to Eagle Fai�ms, Inc.,
et al by at1 irlstz•ument recorded under doctu7lent ntznlber 93-077959 Denton County Deed
Records (DCDR), said 25.630 aci�es of land being more particularly described by metes
ai�d bounds as follows;
�E�II�dNII°�G at �/z" iron rod with a plastic cap foulld at the most easterly coi•ner of the
above mentioned called 691.64 acre h•act, the saine being the southwest corner of a 19.97
acre ti•act (Tract 2) which was conveyed to the City of Denton by an instrLimeni recorded
in Vohime $71, Page 142, DCDR, the same also being in the i�orth boundary lii�e of a�n
11.54 acre tract (Tract 1) wlzich was also colzveyed to the City of Det�ton by said Volume
871, Page 147, DCDR;
T'I��I��E N 89° 27' 12" W, along the i�orth bouildar5� line of said Tract 1, the same
beiilg the most easterly sout�h boundary line of s�id callecl 691.64 acre tract, a disiance of
50.14 feet to a'/z" iro11 rod with a plastic cap found for corner;
'I'�IEIriCE S 24° 52' O1" W, along the west boundar�� line of said Tract 1, the saiz7e
being the s�utheast bound�ry line of said called 691.64 acre tract, a distatice of 659.89
feet to a'/z" iron rod fouild at the soutliwest cariler of s�id Tract 1, the same being the
southeast coi7ler of said 691.64 acre tract, and also bein�; in the north boundary line of a
147.26 acre tract which was conveyed to tlze Cit.y of' Denton by an ii�istruri�ez�t recor�led in
Volume 1675, Page 546, DCDR;
TI�EI�ICE N 89° 27' S9" W, a�ong a south boundaiy line of said called 691.64 acre tract,
the samc being the north boundaly 1i11e of said 147.26 acre tract, a c�istance of 353.89 feet
to a%" iron rod ��ith a plastic cap stainped "KSA ENG" set for coi�ner, a�/a" iron rod
follnd at the northwest corner of said 147.26 aci�e tract bears. N 89° 27' S9" W, 1087.72
feet;
'T�-II+�I�dC� N 07° ] 0' �2" W, � dist�nce of 1671.18 feet to a'/�" iron rocl with � plastic ca�
stam�ed "KSA �NG" set for corner•;
'I'I��I�10E S 89° 39' �7" E, a clistance of 752.49 feet to a'/z" iron rocl with a plastic ca�
s�tamped "K�A ENG" set at t�ie point of intersection with the east boundary line of said
1 OF 3
Exhibit "A" - Property Interests
called 691.64 acre tract, the same being the west boundary line of said Tract 2, a'/�" iron
rod (bent) found at the i�iol•t}iwest col•tier of said Tract 2 bears, N 07° 25' 06" W, 442.37
feet;
'I'�IEIVC� S 07° 2S' 06" E, aloilg tlle west l�oundary line of s�id Tract 2, the same being
the east bound�ry lii�e of said called 691.64 acre tract, 1067.65 feet to the I�I,A�E iJI+'
F��GII�T�II�dG and containizlg 25.630 acres of lancl, mol�e or 1ess.
T1�1e bearings and distances recited herein are GRID based on the Texas State Plane
Coordinate Systeln (NAD83) North Central Zone usii�g NGS monumeil�ts TXWE, TXNO,
TXCO, ancl DTO C. This descriptior� a11d corresponc�iiig plat were prepared fi•oin a
survey made on the grounc� under my supervision.
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�Je���;�y���i'sworth Hudsoi�
��egistered Professiotlal L�nc� Surveyor
Texas Regist��ation No. 4850
I�SA ENGINEERS
TBPLS Firin Reg. No. 10115000
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Denton, Texas 76201
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Legislation Text
File #: ID 16-053, Version: 1
Agenda Information Sheet
DEPARTMENT: Denton Enterprise Airport
CM/ ACM:
Date:
Jon Fortune
January 5, 2016
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas determining the public use, need, and necessity
for the acquisition of fee simple title to the surface estate, including a waiver of surface use to the mineral
estate, of a 29.444 acre tract ("property interests") described in the attached Exhibit "A", generally located and
adjacent to the southwest boundaries of the City Of Denton Enterprise Airport property and being situated in
the J. McDonald Survey, Abstract 873, Denton County, Texas, and more particularly described in the attached
Exhibit "A"; authorizing the City Manager and City Attorney, or their respective designees, to acquire the
property interests by agreement including making initial and final offers; authorizing the use of the power of
eminent domain to condemn the property interests if an agreement cannot be reached; and authorizing the City
Attorney, or her designee, to file eminent domain proceedings if necessary; authorizing the expenditure of
funding makings findings; providing a savings clause; and providing an effective date. (Denton Enterprise
Airport: West Parallel Runway Project (SLF II Cole Properties, LP))
BACKGROUND
The Denton Enterprise Airport has received grant funding from the State of Texas, not to exceed $7,000.000.00
for the purpose of designing and building a second runway and other related improvements known as the West
Parallel Runway Project.
Ordinance No. 2014-025, accepting a grant from the State of Texas for the above stated purposes was passed
and approved by City Council on June 17, 2014. Ordinance No. 2014-304 authorizing the City Manager to
execute on behalf of the City of Denton the Airport Project Participation Agreement with the Texas Department
of Transportation Aviation Division (TxDOT Aviation) relating to certain improvements at the Denton
Enterprise Airport as identified in the APPA as TxDOT Contract No. SXXAV003 (the "Agreement") and to
expend funds as provided for in the Agreement.
This tract identified has been approved by TxDOT as necessary for acquisition for completion of the project.
The appraisals and review appraisals have been completed according to federal guidelines as outlined in the
Uniform Act and are therefore eligible for 85% reimbursement in accordance with the Agreement.
Approval of the ordinance under consideration authorizes staff to commence negotiations with the property
owner of the tracts, location, to be assembled to build the West Parallel Runway Project.
OPTIONS
City of Denton Page 1 of 2 Printed on 12/31/2015
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File #: ID 16-053, Version: 1
l. Approve the proposed Ordinance.
2. Not approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATIONS
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
June 14, 2014, Resolution No. R2014-025, acceptance of TxDOT grant for second runway
September 16, 2014, Ordinance No. 2014-304, authorization to expend funds related to grant
FISCAL INFORMATION
TxDOT Airport Project Participation Agreement (APPA), a Federally Assisted Airport
Development Grant, with the TxDOT Aviation Division: Contract No: SXXAV003.
Offer to Purchase Amount: $294,440.00 for a 29.444 acre tract ($10,000.00/acre).
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area
Related Goal:
needs
EXHIBITS
l. Location Map
2. Site Map
Public Infrastructure
2.5 Develop Capital Improvement Program (CIP) based on community
3. Recommended Motion
4. Ordinance
Respectively Submitted:
Quentin Hix,
Director of Aviation
Prepared by:
Amy B. Parish,
Real Estate Analyst
City of Denton Page 2 of 2 Printed on 12/31/2015
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Site Map
Exhibit 3- Attachment to CC AIS
MOTION
Citv Councii Agenda Item
(Denton Enterprise Airport: West Parallel Runway project (SLF II Cole Properties, LP))
"I move that the City of Denton, after having made the offers required by State law,
use of the power of eminent domain, if needed, to acquire fee simple to the surface
estate, including waiver of surface use to the mineral estate, of a 29.444 acre tract
generally located and adjacent to the southwest boundaries of the City of Denton
Enterprise Airport Property and being situated in the J. McDonald Survey, Abstract
873, Denton, Denton County, Texas, and more particularly described on `Bxhibit
A" to the ordinance now under consideration and on the overhead screen being now
displayed to the audience, all of which is for a valid public use necessary to provide
the expansion of aviation infrastructure and facilities to serve the public and the
citizens of the City of Denton, Texas"
S:1Legall0ur pocumentslOrdinances\l6\West Parallel Runway - Denton Airport (SLF II Cole Properties) Ordinance - Anthorization for Offers
and ED - LCC -12292015.docx
ORDINANCE NO. 201b -
AN 4RDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE,
NEED, AND NECESSITY FOR THE ACQUISITION OF FEE SIMPLE TITLE TO THE
SURFACE ESTATE, INCLUDING A WAIVER 4F SURFACE USE TO THE MINERAL
ESTATE, OF A 29.444 ACRE TRACT (��PROPERTY INTERESTS") DESCRIBED IN
THE ATTACHED EXHIBIT "A", GENERALLY L4CATED AND ADJACENT T4 THE
SOUTHWEST BOUNDARIES OF THE CITY OF DENTON ENTERPRISE AIRPORT
PROPERTY AND BEING SITUATED IN THE J. MCDONALD SURVEY, ABSTRACT
873, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED IN THE
ATTACHED E�:HiBIT "A"; AUTHURIZING THE CITY MANAGER AND CITY
ATTORNEY, OR T�EIEIR RESPECTIVE DESIGNEES, TO ACQUIRE THE PROPERTY
INTERESTS BY AGI2EEMENT INCLUDING MAI{ING INITIAL AND FINAL 4FFERS;
AUTHORIZING THE USE OF THE PUWER OF EMINENT DOMAIN TO CONDEMN
THE PROPERTY INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AND
AUTHORIZING T�IE CITY ATTORNEY, OR HER DESIGNEE, TO FILE ENIINENT
DOMAIN PRQCEEDINGS IF NECESSARY; AUTHORIZING THE EXPENDITURE OF
FiJNDING; MAKINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND
PROVIDING AN EFFECTIVE DATE. {Denton Enterprise Airport: West Parallel Runway
project (SLF II Cole Properties, LP))
WHEREAS, the City Council of the City of Denton {"City Council") after consideration
of this matter, has determined that a public use and necessity exists far, and that the public welfare
and convenience requires, the acquisition of the Property Interests by the City of Dentan, Texas
{"City"). The City Council finds that the acquisition of the Property Interests is a valid public use
necessary to pravide the expansion of aviation infrastructure and facilities to the public and the
citizens of the City.
WHEREAS, the City is required to make an initial offer as defined by, and in compliance
with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in
compliance with, Texas Property Code §21.0113 {"Fina1 Offer") to acquire the Praperty Interests
for public use, voluntarily, from the subject landowner(s) before beginning the acquisition of the
Property Interests by eminent domain; and
WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate
condemnation proceedings in order to acquire the Property Interests if an a,greement cannot be
reached with the subject landowner(s) for the purchase of the Property Interests; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON ORDAINS:
Section I. The City Council finds that the recitals made in the preamble of this Ordinance
are true and correct, and incorporates such recitals into the body of this ordinance as if copied in
their entirety.
Section II. The City Council authorizes acquisition af the Property Interests, as more
particulazly described in the attached Exhibit "A", for the reasons and purposes set farth above
together with all necessary appurtenances, additions and improvements on, over, under, and
through the Property Interests,
Section III. The City Council authorizes the City Attorney, or her designee, to negotiate
for and to acquire the required property rights in the Progerty Interests for the City, and ta acquire
these rights in compliance with State and any other applicable law. The City Attorney, ar designee,
is specifically authorized and directed to do each and every act necessary to acquire the needed
property rights in the Property Interests including, but not limited to, the autharity to negotiate,
give notices, make written offers to purchase, prepaze contracts, to retain and designate a qualified
appraiser of the Property Interests to be acquired and any other experts or consultants that she
deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed,
and, if necessary, to institute proceedings in eminent damain.
Section IV. The City Manager, or his designee, is appointed as negatiator for the
acquisition of the needed Property Interests and, as such, the City Manager, ar designee, is
autharized and directed to do each and every act and deed specified or autharized by this
Ordinance, subject to the availability of funds appropriated by the City Council for such purpase.
The City Manager, or designee, is specifically authorized to establish and make offer(s} of just
compensation for the acquisition of the Properiy Interests. If an agreement as to damages or
compensation cannot be reached then the City Attorney, or designee, is autharized and directed to
file or cause to be filed, against the subject landowner(s) and interested parties af the Property
Interests, proceedings in eminent domain to acquire the Property Interests.
Section V. The Ciiy Manager, or his designee, is authorized and directed to make an offer
to the subject landowner(s) af the Property Interests in the arnount of $294,440.00 as just
compensation for the Property Interests with said amount being based on an amount determined
by an independent fee appraisal obtained by the City.
Section VI. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or eircumstances, is heid invalid or
unconstitutional by a caurt of competent jurisdiction, such halding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
Section VII. This Ordinance shali become effective immediately upon its passage.
PASSED AND APPROVED this the day of , 2016.
CHRIS WATTS, MAYOR
ATTEST;
JEI'�NIFER WALTE�S, CIT"�! S�CRL"�"t�I2Y
:
�APPRCJVED AS TO LECt1L ��0�2M:
ANITA BURG�SS, CITY ,F�.`�T(7RN�'Y
BY: l �� ...� „
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Exhibit "A" - Property Interests
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Being 29.444 acres of laizd, sifivatec� in the J. McDonald Survey, A-873, Denton Coui7ty,
Texas, and being a portioil of a 2049.00 acre tract (Tract 1) which was conveyed to SLF
II Cole Properties, LP., by an insti�umeilt recorded linder d�cument n�imber 2005-12276
Denton County Deed Records, said 29.444 acres of land being more particularly
described by metes and bounds as follows;
I�EGIlrTIvIII�G at a �/z" iron rod with a plastic cap found at the nol•theast corner of the
above lnentioned Tract 1, the sasne being the northwesi corner �f a 24.73 acre h�act which
was ec�nveyecl to the City of Dentoll by an instl•un�ent� recorded in Volume 871, Page 137,
DCDR, and alsc� being in the south boundary lizle of a 331.94 acre tract whicl� was
conveyed to tlie City of Dento�� by an instrutnent recorded i�1 Voluisle 305, Page 216,
DCDR;
T'I�E1�10E S 00° 25' 00" W, alon� the west boundary line of said 24.�3 acre tract, the
same l�eing an east bouridaiy line of said Traci 1, a distance of 949.73 feet tc� a'/z" iron
rod found for corner;
'I,H�I�C� S 89° 40' 07" E, continuing aloilg a cominon line between said Tract 1, a7id
said 24.73 acre tract, a distance of 144.92 feet to a'/�" il•oii rod found for corner;
'I'I3�1�1CI+� S 00° 22' S3" W, continuing along a comn�on line between said Tract 1 and
said 24.'73 acre tract, passil�g the southwest corner of said 24.73 acre tract, the sanle being
t11e northti�vest c��lner of a 13.89 acre tract which was conveyecl to the City of Denton by
an instrumeilt recorded in Volume 871, Page 137, DCDR, and continuing along the
common line between said Tract l, and said 13.89 acre tract, a distance of 699.75 feet to
a'/z" irc�n i�od foulld at the southwest corner of said 13.89 acre tract the same being the
northwest c�rner of a� 1.10% acre t�act whicli was conveyed to t11e C'ity of Der►ton by ai1
ilistrui��ent recorded under document number 9�-K0071013, DCI7R;
1,I�El�CE S 08° 38' 04" W, along the coinmon line between said Tract l, and said.
31.107 acr� tract, a distatice c�f 120.43 feet to a'/z" iron z•ocl wit1� a plastic ca� st�amped
"I�SA ENG" set for cornei�, a'/z" iron rod found at the southwest��. coriler of said 31.107
�cre h�act, bears S 08° 38' 04" W, 890.05 feet;
1 OF 3
Exhibit "A" - Property Interests
�'�IEI�d�� N 89° 39' 4�1" W, a distance of 91'7.78 feet to a'/z" iron rod with a plastic cap
stampecl "KSA ENG" set for corner;
T'�I�NCE N 08° 52' 10" E, a distance of 1719.02 feet� to a �/z" il�on rod with a plastic cap
stamped "KSA ENG" set at an angle point;
T'I���C� N 00° 08' 11" E, a distance of 69.49 feet to a'/z" iron rod with a plastic cap
stamped "I�SA EN�G" set a�t the point of intersectiot� with a noi-th boui�dat•y line of said
Tract 1, the same being the soutl7 boundary line of the aforemeritioned 331.94 acre h�act, a
%2" iron 1•od with a plastic cap found at tlie southwest corner of said 331.94 acre tract
bears, N 89° 34' 10" W, 1079,07 feet;
'I'I�E�1�E S 89° 34' 10" E, aloilg t�he south boundary lizle of said 331.94 aci•e tract,
537.30 feet to the P'I,ACE �F' B��II�I`�Il�i� and containiilg 29.44� acres of land, more
or less.
The bearin�;s and distances recited herein are GRID based on the Texas State Plane
Coordinate System (N�AD83) North Cei�ltral Zoi1e using NGS monuments TXWE, TXNO,
TXCO, and DTO C. This description and cc�rresponding plat wei•e prepared fi•om a
survey made on the ground under 111y supervisioil.
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�e�iste�ed Professional Land Surveyor
Texas Regish�ation No. 4$50
KSA ENGT1r1EERS
TBPL� I'irm Reg. No. 10115000
Date
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Set Unless otherwise noted.
The Bearings ond Distances shown hereon are "GRID" and
Texas State Plane Coordinate System (NAD 83), North Cei
NGS Monuments TXWE, TXGO, TXNO and DTO C.
This plat and corresponding metes and bounds descriptior
from a survey made on the ground under my supervision
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ENG�NEERS 29.444 ACRES CITY OF DENTON
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3 of 3
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
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Legislation Text
File #: ID 16-051, Version: 1
Agenda Information Sheet
DEPARTMENT: City Manager's Office
ACM:
Date:
Bryan Langley
January 5, 2016
SUBJECT
Receive certification of a recall petition from the City Secretary and give staff direction.
BACKGROUND
On December 14, 2015, Ms. Elida Tamez, representing a Committee of Electors, submitted a petition for the
recall of Council Member Hawkins. I have reviewed the elements of the petition required by the City Charter,
found the petition to be sufficient and hereby certify that the petition is in compliance with the provisions of the
City Charter.
The Charter provides for a seven day period for Council Member Hawkins to resign after being notified of the
sufficiency of the petition. That time period has passed with Council Member Hawkins not resigning. Per the
Charter, Council is now required to order and fiY a date for holding a recall election.
An ordinance will be placed on the February 2, 2016 City Council agenda for Council's consideration to order
a recall election for Council Member Hawkins on May 7, 2016.
Respectfully submitted:
Jennifer Walters
City Secretary
City of Denton Page 1 of 1 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: ID 16-010, Version: 1
Agenda Information Sheet
DEPARTMENT: Utility Administration
CM/ ACM:
Date:
Howard Martin
January 5, 2016
SUBJECT
Hold a public hearing and consider approval of the updates to the City of Denton's Mobility Plan and the
Travel Demand Model of the Denton roadway system.
BACKGROUND
In May 2014 the City Council authorized the contract with Kimley-Horn & Associates, Inc. (KMH) to develop a Travel
Demand Model of the Denton roadway system to update the current Mobility Plan (Exhibit 1-Current Mobility Plan). The
Mobility Plan is a core component of the Denton Development Code. Exactions for road improvements from proposed
developments are based on the Mobility Plan along with the road cross-sections in the Transportation Criteria ManuaL In
addition, all of the road construction that is related to the capacity upgrades and mobility improvements is tied to the
Mobility Plan. To develop or update a Mobility Plan or Master Thoroughfare Plan, computer models are now used to
deter�mine the travel demands for the entire road network. The computer model allows the city to then rely on a
technically sound master transportation plan that is based on actual traffic counts, that is calibrated for the existing
conditions, and that would project build out needs of the transportation system.
As part of the project, KMH developed an existing condition Base Year Model (Year 2014) of the Denton roadway
system that was calibrated with current traffic data. The current traffic data was collected by establishing a network of
111 street locations around the city where traffic counts were done (See Exhibit 2-Traffic Counts Locations Map). The
model results for the Base Year Model were compared to the collected traffic data at the 111 locations to ensure the
model results confor�med to the actual traffic counts.
To update the current Mobility Plan road network the following steps were then taken;
1. The proposed road networks of the Master Planned Communities (Hills of Denton, Cole Ranch, Hunter Ranch) as
approved be the P&Z and City Council were added to the Mobility Plan (see Exhibit 3- MPC Additions)
2. New roads to provide connectivity and accommodate traffic from the newly annexed areas in the city were added
to the Mobility Plan (see Exhibit 4- New Road Additions)
3. Realignments of some roads included in the current Mobility Plan to address better connectivity, right-of-way
constraints, floodplain crossing concerns and to match currently planned projects that have already been
realigned. (see E�ibit 5 - Realignments).
4. The KMH team drove around the city and was assisted by the city Traffic and Street department, Engineering and
Planning staff to validate the road network as depicted in the Mobility Plan
KMH then utilized the updated road network and the calibrated 2014 Base Year Model of the Denton roadway system to
assist in the development of the Build Out Model. The purpose of the Build Out model is to update the current Mobility
Plan to provide for a systematic development of the Denton roadway system for the fully developed conditions. The
City of Denton Page 1 of 3 Printed on 12/31/2015
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File #: ID 16-010, Version: 1
computer model would also provide the capability to city staff to accommodate future growth in the city targeting the
highest priority road capacity addition projects. The Build Out model development required use of a Land Use Plan to
deter�mine future vehicle trips that would result from the built out conditions of the city. The Land Use Plan was
coordinated with the Denton 2030 Plan that was part of the recently completed Comprehensive Plan Update
The Build Out Condition computer model was then completed and the results are shown in Exhibit 6. As can be seen
from Exhibit 6, the Level of Se�rvice (LOS) for the traffic generated from the built out condition of the city meets the LOS
A or B classification (as indicated by the green color roads). Only a few roads that are in the currently fully developed
core of the city, and TXDOT roads show LOS E or F.
Based on the results of the Travel Demand computer model, some street classifications are proposed to be changed
confor�ming to the future traffic projected on these streets. The projected traffic requires either an upgrade or downgrade
of the street as classified in the current Mobility Plan. Some streets that are secondary arterials are proposed to be
upgraded to prima�ry arterials. Similarly, some streets that are prima�ry arterials are proposed to be downgraded to
seconda�ry arterials. Also, some streets are proposed to be downgraded to collector classification. Exhibit 7 shows the
proposed street classification changes for the proposed Mobility Plan.
The proposed updated Mobility Plan (see Exhibit 8) is based on sound and nationally accepted standards, and is based on
a widely used transportation system master planning computer model. This computer model also gives the city staff a
great tool to develop capital improvements plans for capacity expansion of road projects targeting the highest priority
roads based on the actual and projected traffic.
The city staff that worked as a team to review and assist KMH for the update of the Mobility Plan included
representatives from the Street Operations, Engineering and Planning departments. The proposed updates to the current
Mobility Plan were reviewed and vetted by the city team.
The Planning & Zoning Commission recommended approval (vote 6-0) of the Travel Demand Model and the proposed
updates to the Mobility Plan in a public hearing conducted on November 18, 2015.
RECOMMENDATION
Staff recommends approval of the Travel Demand Model and the proposed updates to the current Mobility Plan.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
December 5, 2011: Staff presentation to the City Council regarding supplemental street funding
February 6, 2012: Staff presentation to the City Council to provide an update regarding supplemental street funding
September 10, 2013: Staff presentation to the City Council to provide an update and seek direction regarding
supplemental street funding
November 15, 2013: Staff presentation of proposed road impact fees to the Developer's Committee
December 10, 2013: Work Session on Kimley-Horn and Associates, Inc consultant contract for implementation of road
impact fees
January 7, 2014: Approval of the Kimley-Horn and Associates, Inc consultant contract for implementation of road impact
fees
May 2014: Approval of the amendment to the Kimley-Horn and Associates, Inc consultant contract for implementation of
road impact fees
December 9, 2014: Presentation of the Travel Demand Model and proposed changes to the Mobility Plan to the Mobility
Committee
January 12, 2015: Presentation of the Travel Demand Model and proposed changes to the Mobility Plan to the Traffic
Safety Commission
March 23, 2015: Presentation of the Travel Demand Model and proposed changes to the Mobility Plan to the City
Council
June 17, 2015: Presentation of the Travel Demand Model and proposed changes to the Mobility Plan to the Planning and
Zoning Commission
City of Denton Page 2 of 3 Printed on 12/31/2015
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File #: ID 16-010, Version: 1
July 22, 2015: Presentation of the Travel Demand Model and proposed changes to the Mobility Plan to the Planning and
Zoning Commission
September 16, 2015: Update on the implementation of the Travel Demand Model of the Denton roadway system and
the resulting proposed updates to the current Mobility Plan to the Planning and Zoning Commission
October 21, 2015: P&Z Public Hearing Mobility Plan Update
November 11, 2015: P&Z Special Called Meeting Mobility Plan Update
November 18, 2015: P&Z Public Hearing Mobility Plan Update
EXHIBITS
1. Current Mobility Plan
2. Traffic Counts Locations Map
3. MPC Related Mobility Plan Updates
4. New Roads Additions
Road Realignments
Updated Mobility Plan LOS
Proposed Street Classification Changes
Proposed Mobility Plan
Ordinance
10. Power Point Presentation
Respectfully Submitted:
P.S. Arora, P.E.
Division Manager
City of Denton Page 3 of 3 Printed on 12/31/2015
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\\C,C)I�AD\I�eparh�nents\L�gal\Quc D�>cuments\OrdinUnc:es\16\Mobility 1'Ittn AmenclmenYS C)rcl.doc
ORDINANCL? NO.
�N OR:I:7INANC}? <7I' I'IIE; CI'TY OI� DI:;NfI'ON, I,EXAS,1'IZOVII)TNG FY)[Z �N AM1=�NI7MI;N"I'
'I'O "CIIE I7EN'l ON MOI3ILITY PLAN AND APPROVA]_, Ol� 1'HF�'I�IZAVLL I�1=;MAND MOI7I;I,
OI�' "I'il� DF;N"lON IZOAI7 NL;TWOTZI�; 1'ROVTDINU I'OR SI;VI�;FZAI3ILI"I'Y AND AN
l;I� I� L;CTIVL DA"I'E.
WT��REAS, on Deceinber 7, 1999, thc� City ofDentc7n ad�apted the Denton Pl�u�,1999-2020,
thc Comprehensive 1'lan o�'the City o�Deiitan, Texas; and
W�-TLR7 ;AS, on November 18, 201 S, the Plannin�; and 'Loning Ccnnmissic�n recon�m�nded
�pproval of the Travel Dci��and Model and th� Mobility Plan Amencln�ent; a�n�
WHEREAS, the City Council finds that the Travel Demanc� Mc�de1 af� tl�� Denton IZc��d
Netwc�rlc and the Mobility Plan Amenc�inent is in the �best interests c>f the hc�lth, safi�ty and general
welfarc o�the citizens of the City o� Denton, "Texas; NOW, T'�I�EIZEF�'ORC
�I"HE COUNCIL OI' THE CI'T'Y OF DEN'I'ON I-1�REBY ORDEIINS:
SECTI�ON 1. "T'he findings and recitations c��ntained in the prcanlble of this �rdinance �re
incorporated herein by reference.
SEG'TION 2. `I'�he Nlability Plan of the Denton Plan is hereby amended as set i�arth in I�;xhib�it
"A" — Praposed Changes, and as shown on �xhibit "B."
S�C'T"lON� �. '�['lze City's olticial Mobility f'lan map is hereby amended tc� shc>w the chan�;c� in
future roadways.
STC;TION 4. If any provision oPthis oi�dinance or the application thereol to any persan or
circuinstance is held invalid by any court, such invalidity sha11 not af'fect thc validity ol other
provisions or applicatians, and �c> t�his end th� provisians c�fthis ardinance aie severable.
SEC 1'ION S. This ordinancc shall become efiective immediately trom and upon its p�ssagc
and approval.
PASSED AND Al'I'ROVI;i� this the �v day of _____.�__�_, 201.5.
CIII�IS WAT"I'S, MAYOR
AT'I`L=;S`I':
J�ENNII�L;IZ WALTERS, CI"I'Y� SECI2L'T'AI�Y
I3Y:
AI'I'I�OVED AS `I'O LI3GAL, I=�OI�M:
�1N1�['A �3URGESS, CITY A'T'I'ORNF�Y
.�._�,� �,
� �� ,,� �,: � ,, � .��
BY: � ��°� ��" �`" .�'
'� �'
,,. �� °'f � µ, � �-�°` -�
�,,,�°"" ,�. W �` .
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: S15-0011 a, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Department of Development Services
ACM:
DATE:
Jon Fortune
January 5, 2016
SUBJECT
Hold a public hearing and consider a Specific Use Permit (SUP) to allow a Basic Utility, a Denton Municipal
Electric substation, on approximately 6.2 acres within a Downtown Commercial General (DGG) District. The
subject property is generally located at the southwest corner of South Locust Street and West Collins Street, in
the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommends approval,
subject to conditions (6-0).
BACKGROUND
The purpose of this request is to permit a Denton Municipal Electric (DME) electric substation at the southwest
corner of South Locust Street and West Collins Street. Located within a Downtown Commercial General (DC-
G) District, development of an electric substation or any other Basic Utility requires approval of a Specific Use
Permit (SUP). This request is part of an overall electrical transmission and distribution system upgrade as
outlined in DME's 2013-2017 Capital Improvements Program (CIP). The proposed substation is one of 43
DME CIP projects, which include new substations, expansions to existing substations, and various other
improvements. The purpose of the proposed substation is to replace the existing Locust Street Substation
located to the south of the subject property. A public open house meeting was held on October 16, 2013, to
present the project to the neighborhood. City Council approved the purchase of the property for the substation
on August 19, 2014.
OPTIONS
l. Approve as submitted.
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table item.
RECOMMENDATION
The Planning and Zoning Commission recommends approval of this request (6-0), subject to the following
conditions:
1. The substation shall be screened by a minimum 10-foot masonry screening wall.
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File #: S15-0011 a, Version: 1
2. The substation shall comply with the attached site plan (Exhibit `B")
The Development Review Committee recommends approval of this request, subject to the conditions above.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On December 9, 2015, the Planning and Zoning Commission recommended approval of the request, subject to
conditions (6-0).
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area:
Related Goal:
EXHIBITS
l. Staff Analysis
2. Aerial Map
3. Zoning Map
4. Future Land Use Map
Public Infrastructure
2.3 Promote superior utility services and facilities
5. Applicant Narrative
6. Site Plan/Landscape Plan
7. Collins Street Section
8. DME CIP Project Overview
9. Site Photos
10. Public Notification Map and Responses
1 l. Planning and Zoning Commission Meeting Minutes
12. Draft Ordinance
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Michael J. Bell
Senior Planner
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City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
������������
Legislation Text
File #: S15-0011, Version: 1
Planning Report
515-0011/DME Locust Substation
City Council District 1
Planning & Zoning Commission
December 9, 2015
REQUEST:
Hold a public hearing and consider a recommendation to City Council regarding a Specif'ic Use Permit (SUP)
to allow a Basic Utility, a Denton Municipal Electric substation, on approximately 62 acres within a
Downtown Commercial General (DGG) District. The subject property is generally located at the southwest
corner of South Locust Street and West Collins Street, in the City of Denton, Denton County, Texas. (S 15-
001 l, DME Locust Substation, Mike Bell)
OWNER:
City of Denton
APPLICANT:
Gary Vickery, P.E./Teague Nall & Perkins, Inc.
BACKGROUND:
The purpose of this request is to permit a Denton Municipal Electric (DME) electric substation at the southwest
corner of South Locust Street and West Collins Street. Located within a Downtown Commercial General (DC-
G) District, development of an electric substation or any other Basic Utility requires approval of a Specific Use
Permit (SUP). This request is part of an overall electrical transmission and distribution system upgrade as
outlined in DME's 2013-2017 Capital Improvements Program (CIP). The proposed substation is one of 43
DME CIP projects, which include new substations, expansions to existing substations, and various other
improvements. The purpose of the proposed substation is to replace the existing Locust Street Substation
located to the south of the subject property. A public open house meeting was held on October 16, 2013, to
present the project to the neighborhood. City Council approved the purchase of the property for the substation
on August 19, 2014.
SITE DATA:
The subject property includes four tracts of land and one platted lot located along South Locust Street.
• 207 W Collins Street is platted as the Garcia Addition, Block A, Lot l, and is partially developed with a
commercial building.
• 1210 S Locust Street is unplatted and was formerly used as `Backwoods Classics," an automotive body
shop. The building on the site was demolished, however pavement and other flatwark remain over half
the tract.
• Two tracts with the address of 1304 S Locust Street are unplatted and undeveloped. These properties
have a number of trees the applicant intends to preserve.
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File #: S15-0011, Version: 1
• 1301 S Locust Street is unplatted and contains part of the existing DME substation.
USE OF PROPERTY UNDER CURRENT ZONING:
The purpose of the DGG zoning district to encourage a mixed use and pedestrian oriented district around the
downtown district, the University of North Texas, and Texas Woman's University. Residential uses permitted
include Townhomes, Dwellings Above Businesses, Multi-family, Fraternities and Sororities. Most commercial
and institutional uses are permitted by right or with approval of an SUP. Industrial uses permitted include Print
Shops, Bakeries, Craft Alcohol Production, and Veterinary Clinics. Wholesale Sales and Nurseries are
permitted with an SUP and limitations.
SURROUNDING ZONING AND LAND USES:
No�th: Across West Collins Street to the north is a single-family subdivision zoned DGG.
East: Across South Locust Street to the east is the Union Pacific railroad. Farther to the east is a mix of
undeveloped property and single-family houses zoned DGG.
South: To the south is the existing DME Locust Substation zoned DGG.
West: To the west are commercial uses zoned DGG.
COMPATABILITY OF REQUEST WITH SURROUNDING ZONING/LAND USES:
To the north is a single-family neighborhood within a DGG District. Although all homes facing Collins Street
are currently single-family homes, the DGG zoning permits redevelopment of these properties into mixed-use,
commercial, or high density residential in the future. To protect these homes in the interim, a 10 foot masonry
wall will enclose the substation. To enhance the wall and provide additional buffering, the following site
elements will be required between the masonry wall and Collins Street.
• A three foot landscape row with shrubs of varying height
• An eight foot sidewalk, and
• An 11'6" parkway with one street tree per 40 linear feet of roadway
Please refer to the attached Collins Street Section for an illustration of the buffer area along Collins Street. No
buffers are required to the west, south, or east.
COMPREHENSIVE PLAN:
"Community Mixed Use" is intended to promote a mix of uses, of which various commercial uses remain
predominant, but where residential, service, and other uses are complimentary. This land use applies to
existing and future commercial areas in the city, where redevelopment to miYed-use is desirable. The intent is
to encourage a more diverse and attractive mix of uses over time. Future development in Community Mixed
Use areas will complement and embrace existing, viable uses, and raise the standard of design to increase their
economic viability, accommodate greater connectivity and mobility options, and create a sense of place to serve
the local community.
The following development criteria of the Community Mixed Use future land use designation are identified in
the Denton 2030 Comprehensive Plan.
a. Typical types of development may include a supermarket, drug store, specialty shops, service stations,
midsize offices, employers, and high-to-moderate density housing.
b. Places of worship, schools, and parks and open space are allowed by right.
c. Diverse uses shall be located in close proximity to one another so that all uses are accessible from a
single stop by walking or bicycling.
d. Vertical and horizontal mixed-use is encouraged.
e. Development should be accessible from transit routes.
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£ Commercial uses should be programmed appropriately to serve the local Denton community and to be
compatible with adjacent land uses.
g. The character of this area should be maintained by ensuring that new development is sensitive to the
surrounding built and natural context in scale and form as described above.
h. Proposals should be presented and reviewed according to the degree to which they achieve the goals of
the Community Mixed Use land use and may be the subject of Small Area Plans, when significant
developments are proposed.
CONSIDERATIONS:
l. An open house was held on October 16, 2013 to present the proposed substation location.
2. The Public Utilities Board (PUB) recommended approval of the site on July 28, 2014, and the City
Council approved purchase of the site for the substation on August 19, 2014.
3. Basic Utilities are allowed either by right or by means of an approved SUP in all zoning districts
identified in the Denton Development Code. In districts where an SUP is required for this use, consideration
should be given to the overall site design and configuration ensuring that it meets all the criteria established
for SUP approval and is compatible with surrounding properties.
4. Subchapter 35.6.4 of the DDC stipulates the following criteria should be considered in determining
whether to grant an SUP.
a. That the use would be in conformance with all standards within the zoning district in which the use is
proposed to be located, and in conformance with Denton Plan 2030, and federal, state, or local law.
The p�^oposed substation will be const�ucted in acco�^dance with all applicable standa�^ds of the DDC.
b. An SUP shall be issued only if all the following conditions have been met:
i. 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 p�^oposed substation is bound by co�n�ne�^cial uses to the west, the existing substation to the
south, the Sante Fe Rail�^oad to the east, and a single fa�nily neighbo�^hood to the no�^th. To sc�^een
the inne�^ co�nponents of the substation fi^o�n adjacentp�^ope�^ties, thepe�^i�nete�^ of the substation will
be enclosed by a 10 foot �nason�y sc�^eening wall. To p�^ovide additional sc�^eening and sepa�^ation
fi^o�n the neighbo�^hood to the no�^th, the following will be �^equi�^ed.
• Th�^ee foot landscape �^ow
• Eight foot sidewalk
• 11 '6"pa�^kway with st�^eet t�^ees
ii. That the establishment of the specif'ic use will not impede the normal and orderly development
and improvement of surrounding vacant property;
The p�^oposed substation will p�^ovide the necessa�y elect�^ic infi^ast�uctu�^e fo�^ the cent�^al pa�^t of
the city. Develop�nent of su�^�^ounding p�^ope�^ties will not be i�npeded by the const�uction of the
substation.
iii. That adequate utilities, access roads, drainage, and other necessary supporting facilities have
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been or will be provided;
The proposed substation will have no impact on public infrastructure, as it does not use domestic
water or wastewater. After construction is complete, there will be minimal truck traffic to the site. On
average, a DME employee will visit the substation once per day to inspect and conduct any necessary
maintenance. Additional workers may need to access the site in the event of a power failure. Access to
the substation site will be improved per Code requirements.
iv. 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 adj acent developments;
The site will have two d�^iveways fi^o�n Collins Str^eet and two d�^iveways fi^o�n Locust St�^eet.
These d�^iveways a�^e necessa�y fo�^ the �naneuve�^ing of the heavy duty t�^ucks needed to t�^anspo�^t the
la�^ge t�^ansfo�^�ne�^s to the site du�^ing const�uction of the site and in the event of an e�ne�^gency
outage only. With an ave�^age of one t�^ip to the substation pe�^ day by DME pe�^sonnel, the p�^oposed
d�^iveways will not i�npede the safe �nove�nent of vehicula�^ and pedest�^ian t�^affic on the pe�^i�nete�^
st�^eets.
v. That adequate nuisance prevention measures have been or will be taken to prevent or control
offensive odor, fumes, dust, noise and vibration;
Ope�^ation of the substation will not gene�^ate offensive odo�^, fu�nes, dust, noise o�^ vib�^ation.
vi. That directional lighting will be provided so as not to disturb or adversely affect neighborhood
properties; and
Lighting of the p�^ope�^ty will co�nply with the Light and Gla�^e �^equi�^e�nents in Subchapte�^ 13.12
of the DDC.
vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with
adj acent property.
The landscaping p�^oposed will �neet the �^equi�^e�nents of the DC-G zoning dist�^ict. The �nini�nu�n
landscaped a�^ea �^equi�^ed is IS% and the applicant p�^oposes ove�^ 33% outside the �nason�y
sc�^eening wall. The DGG zoning dist�^ict also �^equi�^es 20% t�^ee canopy cove�^age, which will be
p�^ovided by p�^ese�^ving the t�^ees at the sound end of the p�^ope�^ty.
c. That adequate capacity of infrastructure can and will be provided to and through the subject property.
All utilities and infi^ast�uctu�^e a�^e cu�^�^ently available to the site. No extensions o�^ i�np�^ove�nents a�^e
anticipated to facilitate the p�^oposed develop�nent.
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 substation shall be screened by a minimum 10-foot masonry screening wall.
2. The substation shall comply with the attached site plan.
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File #: S15-0011, Version: 1
OPTIONS:
l. 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, 29 notices were sent to property owners within 200 feet
of the subject property, 79 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. The
applicant held an open house meeting to discuss the project on October 16, 2013. A public hearing was also
held at the PUB and City Council meetings for the acquisition of the site in 2014.
PROJECT TIMELINE:
Application Received:
lst Submittal Sent to DRC Members:
Comments Released to Applicant:
DRC Meeting with Staff.
2nd Submittal Sent to DRC Members:
Comments Released to Applicant:
Business Days under DRC Review:
Business Day out to Applicant:
Total Business Days:
EXHIBITS:
• Aerial Map
• Zoning Map
� Future Land Use Map
• Applicant Narrative
� Site Plan/Landscape Plan
� Collins Street Section
• DME CIP Project Overview
� Site Photos
• Notification Map
Prepared by:
Mike Bell
Senior Planner
September 9, 2015
September 17, 2015
October 2, 2015
October 8, 2015
October 29, 2015
November 1l, 2015
20
19
39
Respectfully submitted:
Beverly Zendt
DRC Administrator
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S15-0011
Site Location / Notification Map
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� SITE Parcels
In Favor Roads
Opposed County Railroads
he City of Denton has prepared maps for departmental use. These are not offcial maps of the City of DeMOn and should not be used for le
f DeNOn and have been made available to the public based on the Public Information Ad. The Ciry of Denton makes every effort to produce
rc the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statemeN.
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Date: 12/28/2015
ring or surveying purposes but rather for reference purposes. These maps are the property of the (
the most curreN and accurete information possible. No warranties, expressed or implied, are provi<
In order for your opinion to be counted, please complete this form and mail to:
Department of Development Services
Attn: Mike Bell, Project Manager
221 N. Elm Street
Denton, TX 76201
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Signature: "��
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Phone Number:
Email Address;
. ,, ,� ���jc^��t �f���: 515-0011
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iv�EUtrai to re�uc�i
Physical Address of l�i•�a��erty within 200 feet:
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For specific information regarding the request, please °�I�;xw to 1��`�t�y's website (see link below)
for staff's analysis. The staff analysis will be posted on 12/4/15.
��t.a�"".:frv��i,�x � ��„�.���i��c gr�c�w�,� c,�����;l��rr�raw,a;:���a��� umm����"� ���� �����d�K.::�m11� ����.m�.���a,���.,i,l �.�t,��.��cP,���, r��a�;��oic_�, u�r�cl����
City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349.8541
www. cityo fdenton. com
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C. S 15-0011 Hold a public hearin� and consider a recommendation to Citv Council re _ ar��
a S�ecific Use Permit (SUP) to allow a Basic Utilitv, a Denton Munici�al Electric substation,
on a�roximatelv 6.2 acres within a Downtown Commercial General (DGG) District. The
subj ect �ro�ertv is _ e� nerallv located at the southwest corner of South Locust Street and West
Collins Street, in the Citv of Denton, Denton Countv, Texas. (515-0011, DME Locust
Substation, Mike Bell)
Vice-Chair Briggle opened the Public Hearing. Mike Bell, Senior Planner, provided the backup
materials for this request. Staff sent out 29 Public Hearing notices to property owners within 200
feet of the subject site, and 79 courtesy notices to property owners within 500 feet of the subject
site. At this time staff has received three (3) returned responses in favor of this request.
Bell stated staff recommends approval of this request based on the following conditions: L The
substation shall be screened by a minimum 10-foot masonry screening wall; 2. The substation shall
comply with the attached site plan. Commissioner Rozell questioned the height of the proposed
towers. Bell stated they are approximately 95 feet from where they are installed at. Commissioner
Beck questioned if there would be lighting on the proposed sidewalk areas. Bell stated there would
not be additional lighting on the sidewalks than what is already on the street.
There was no further discussion.
Commissioner Frank Dudowicz motioned, Commissioner Andrew Rozell seconded to approve
this request based on staff's conditions: L The substation shall be screened by a minimum 10-
foot masonry screening wall; 2. The substation shall comply with the attached site plan. Motion
approved (6-0). Commissioner Devin Taylor "aye", Vice-Chair Amber Briggle "aye",
Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard
Hudspeth "aye", and Commissioner Andrew Rozell "aye".
s:AIr',��(\�7u�� �iocurr�r�ni5\a���dirianucs\16\s15-�Q11 brcli�ia�ncts.<loax
OR[:�IN�IVCF NO.
�1.N <)IZD1Nf1:NCF_; ()�� 'I,1IE�, C;['I'Y Ol� I7LN'I"()N, 'I'I;XA�, APC'l2C)VINC� �1 SI'I?CI:I'IC'
[J�l; T'EItMI'T �I'O ALI�_,OW t� F3ASIC U'�I'II.,I7�'Y, A I7EN�I'C7N MUNICII'AL i;I.,EC'C�RIC
S[JI3�"TArC,IUN, C)N A['I'�ZOXIMAT'I�,Y G.2 AC;Rti;S WI'I'IIIN �1 I)OWN"IOWN
COMML;RC�IAL GF�'NI;IZAL (I�C-G) IC)NING I7IS`I'RIC7' �ND �JSF.,
CI�ASSIFIC;A."['I()N. �I�IIr SLJ�3:fL;Cr'I' I'R()PrR'CY I� GF,NI;IZI�I.,I..,Y L()C�ArI�ET7 ON
rI,IiE SOt1"THWES"I' CORNLR OF SOU'T'I-I I.,OCUS"I' STREF 1 ANI7 WF_',S"I' COLLINS
ST'121:;E'I", IN TIIE C,IT'Y OF D1;N�['ON, I)I;NTON COIJN'["Y, TI�,XAS; PEZOVII�INCs
FOIZ A PENEILTY iN "I'HI.; MAXIMUM AMOUNT OI� $2,000.00 k�OR VIOI.,A'TIONS
'TIIE[�F,(7T'; PROVII7INCJ A SEV�RABII,I'I'Y C[:,AUSE AND �N I?T'F�;CTIVF, DATE.
(S 15-0011)
WIIERC;AS, I'�a�;u�; N�all & Perkins, c�n behalf of the property c�wner, 'The City of
D�ntc�n, has applied ic�r a Speciiic Use �'ermit (SUl�) to a11ow a I7enton Municipal Flectric
(DMF,) substatic>n on approximately 6.2 acres of land within a Downtown Coinmercial
Ueneral (DGG) zoning district and use designation legally described in �;xhibit "�1",
attached hereto and incorp�rated herein by refercnce (hereinafter, the "Property"); and
WI-IEREAS, ailer natice published, a public hearing was held bef'ore the Planning
and 'Loning Comrnission in accordance with State law an I7ecember 9, 2015, whereby the
Plannin�; and Loning Cammission recammended approval (6-0) of the requested SUP,
subject to conditions; and
WIIFRF.,AS, on January 5, 2016, after notice published, a public h�;aring was held
before the City Council in accordance with State 1aw and the City Cauncil hereby Finds
that the rcquest is cansistent with the Denton Plan and federal, state, and local law and that
the Applicant has agreed to camply with all provisions af the Denton Development Coc�e,
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 conditians
set foz-th hcrein; and.
WHI;REAS, the C",iiy C�ouncil has d�t�rminec� that it will l�� l�enc��aial to Denton
anc� its citize�ns t�� grant the StJP; that such �;rar�t wi11 not be detrimental ta the �ublic
welfat�e, safety, or healtli; and that the SUP should be granted; NOW TH�REF�'ORE,
TI-IF; COUNCIL OF 'I�I-IF' CITY OF DF;NTON I IFRI;I3Y OIZDAINS:
SECTION l. The iindin�;s and recitations cantained in the preamble af this
ordinance are incc�rporated herein by reference and faund ta be true.
SECTION 2. The SUP to allow a DME substation an the I'roperty is hereby
apprc>ved, subject to the foll�>wing canditions:
s,:Ale�al\our�lc�cumwnts�\<�rclinancesU6\t,15-O(711 ordinancc.clocx
]. '�[�he substation shall �Me screcneci by a miniz�t�um 10-fc>�>t n�asot�ry scr�;ci�in� w�ll.
2. �C�'he sLibs�ation shall c��n�ply with thc attach�.d sit�; plan (Fxhi�bit "I_3").
�'FC"'TION 3. I�� any provision �af this ��rdinance ��r th� applicatian thureaf ta any
persan ar circumstance is held invalid by any court, such invaliciity shall not affect ihe
validity af the pravisions or applications, and to this e;nd thc pravisions o#' this ordinance;
aa�c severable.
SLCTION 4. flny persan vi�latii�g any prc>visic�n ��f this orc�inancc shall, Lipon
canvictian, be finecl a sum nat exceedin�; $2,000.00. Lach day that a provision of this
ordinance is vialated shall constitute a separate and distinct o[fcnsc.
SECTION� S. 'I'his ordinance shall bec�ine; effective #��urteen (14) days from th�
date af its passage, and the City Secretary is he;reby directed ta cause the caption af this
oY�dinai�cc ta b� published twice in the i7entan I2ecord-Chronicle, a daily newspaper
published in the City c�f I7enton, Texas, within ten (10) days of the date of its passage.
I'ASSED AND E!�I'I'ROVF,I7 this the _ day of , 2016.
CI�RIS WATTS, MAYOR
A'I"I"E�"T:
JI�NNIFER WALTFRS, CITY SL;CRET'AFZY
�
APPROVTD AS 'TO I.,EGAL FOF2M:
JL;NNITL;R DTCtJRTIS, DEi?i1TY CI'I'Y A'I'"I'ORNF,Y
�
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��I��l�l,�.l��� fidi55
pi
�� 6°� � � 0.a R G"" 6 I 9 N
(Lacust Subsfatian)
��ING a 6.170 acr� tract of land situ�ted in the Alexander Hill Survey, Abstr�ct No. 623, City ca�
Dentan, C7enton Cnunty, Texas, and being knawn as all of those tr�cts of land conveyed to th� City
of C7enton, Texas, per C7eeds recarded in Documen4 No. 2015-24936 and Docum�nt No. 2q15-
99032 of the Official Recards of Denton County, Texas, and C7ocument Na. 97-020�84 of the Real
Praperty Records af Denton County, Texas, and also being known as all af Lot 1, Bicack A of Garcia
Additian, p�r the Final Plat recnrded in Dcrcument No. 20U�-168 of the Plat Records af Denton
Caunty, Texas, and being mor� particularly described as follows:
BEGINNING at a 1/2 inch iran rod with cap stamped "FtPLS 4561" found for the Northwest carner
af the abave cited City af Denton tract (2015-24936) and the Northeast carner of Lot 1, Block A of
Myrtle Street Warehcause Addition, as recarded in Document No. 2014-166 of the Plat Records of
Dentan Caunty, Texas, said point also being in the South line of the above cited City of Denton
tract (2015-99032) and Lot 1, Black A of said Garcia Additian;
iHENCE� South 89°52'22" West along the Sauth line of said Garcia Additian and the Nnrth line of
said Myrtle Street Warehouse Additinn, for a distance af 96.47 feet to a 1/2 inch iran rad found far
the Sauthwest corner of said Garcia Addition and said City of Dentan tract (2015-99032), said point
also being the Sautheast carner of a called 0.694 acre tract of land described in a Deed to Gary
Lee Faster, as recorded in Dacument No. 94-056132 of the Real Property Records of Denton
Caunty, Texas, from which a 1/2 inch iran rod with cap stamped "RPLS 4561" found for the
Southwest carner af said 0.694 acre tract bears South 89°52'22" West a distance of 134.97 feet;
THENCE North 03°17'36" East along the West line af said Garcia Addition and the East line of said
0.694 acre tract, for a distanc� af 239.54 feet to an "X" cut in concrete set far the Northwest carner
of Lot 1, Block A of said Garcia Addition and said City af C7entan Tract (2015-99032), said point
being in the South line of Collins Street, a 50' wide right-of-way per said plat recorded in Document
Na. 2QQ9-168;
THENCE South 89°46'23" East along the South line of said Collins Street, for a distance of 486.i7
feet to a 508 inch iran rod with cap stamped "TNP" set for the most Nartherly Narth�ast corner of
said Lnt 1 and said City of Dentan tract (2015-99032), said point being at the North�rly end of a
corner clip at the intersection of the South line af said Collins Street with the West line of S. Locust
Street, an 80' wide right-of-way per said plat recorded in Document No. 2009-168;
i"W�NC� South 32°4i'14" East alang said corner clip, for a distance of 16.35 feet ta a�/8 inch iran
rad with cap stamped "TNP" set far the most Easterly Northeast corner af said Lot 1 and said City
of Denton tract (2015-99032), said point being in the West line of said S. Locust Street;
iHENCE South 24°11'55" West alang the West line of said S. Locust Street, far a distance af
244.00 feet tn a 5/8 inch iran rod with cap stamped "CHA" found fnr the Southeast corner of said
Lot 1 and said City nf Dentan tract (2015-99032), said point being in the North line af said City af
Dentan tract (2015-24936);
THENCE Narth 89°52'22" East alang the Narth line of said City of Denton tract (2015-24936), for
a distance of 8.05 feet to a 5/8 inch iron rod set for the Northeast corner of said City of C7entnn tract
(2015-24936), said pnint being in the West line of said S. Locust Street, a variable width right-of-
way at this point;
THENCE Sauth 23°37'13" West alang the West line of said S. Locust Street, for a distance of
425.78 feet ta a 5/8 inch iran rad with cap stamped "TNP" set for th� Southeast corner of said City
af Denton tract (2015-24936), and the Northeast corner said City of Dentan tract (9i-020884);
s:Ale�;<��tl\��n-ciC>cumf��nts\Cmclinancc^s\lE\s15-OQII orclin���nce.d���cx
1"Fi���� Sauth 23°Q1'53" W�sf cran�inuing along the West line of said S. Locust Str�et, fc�r a
distance of 222.68 feet ta a 5/8 inch iran rod with cap stamped "TNP" set far the Southeast corner
o� s�id Ci�y nf Dentan tract (9i-020884), said point alsa being the Norfheast cc�rner af � c�lled
O.i84 acre tract of land described in a Deed tc� the C:,ity of L7entan, T'exas, as recorded in Volume
680, Page 277 of the Deed I�ecc�rds c�f benton County, �"ex�s, frram which a 1/2 inch iron rad found
for the Southeast carner of said O.i84 acr� fract bears Snuth 23°01'S3" West a dis�ance of 138.15
feet;
1'�lENC� North 89°24'3i" West departing the West line nf said S. Lncust Str�et, and alang the
South line af said City of Denton tract (9i-020884) �nd the Narth line of said O.i84 acre tract, for a
distance of 293.73 feet to a 1/2 inch iron rod found for the Southwest carner af said City of Denton
tract (97-020884) and the Northwest corner of said O.i84 acre tract, said paint being in the East
line of Myrtle Street, a variable width right-of-way, fram which a 1/2 inch irc�n rad faund for the
Sauthwest corner of said O.i84 acre tract bears Sauth 01 °42'S8" East a distance af 130.00 feet;
THENCE North 00°05'31" West alnng fhe East line of said Myrtle Street, for a distance of 201.08
feet to a PK nail fnund far the Narthwest corner af said City of Denton tract (9%-020884) and the
Southwest cnrner nf said Myrtle Street Warehouse Addition;
THENCE North 89°52'28" East departing the East line af said Myrtle Street, and along the Sauth
line of said Myrtle Street Warehouse Addition and the North line af said City af Dentnn tract (97-
020884), far a distance of 230.00 feet ta a 1/2 inch iron rad with cap stamped "RPLS 4561" faund
far the Sauthwest corner of said City of Denton tract (2015-24936) and the 5outheast carner of
said Myrtle Street Warehouse Additian;
THEMCE North 00°Oi'14" East alnng the West line of said City of Denton tract (2015-24936) and
the East line of said Myrtle Street Warehouse Additian, for a distance of 389.73 feet ta the POINT
OF BEGINNING, and cantaining 6.170 acres of land, mare ar less.
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Denton Municipal Electric
Locust Substation Site
Specific Use Permit Narrative Statement
September 15, 2015
General Comments
Denton Municipal Electric, in its 2013-2017 Capital Improvement Plan, has identified substation and
transmission line projects that are required to support growth and to maintain continued reliability.
Substations are nodes on transmission systems where transmission lines are interconnected, where voltage
is stepped down to the level required for distribution to customers, and where distribution feeder circuit
breakers are located. Substations are essential components of power system infrastructure. Without the
transfor�mers, switches, circuit breakers, busses, and the protection and control systems that are installed in
substations, power could not be provided to customers.
From a technical standpoint, there are three maj or factors that must be considered in selection of a substation
site. They are access, availability of transmission resources, and pro�mity to distribution lines that could
be se�rved. Access is required that can support the weight of trucks that deliver the transformers and other
equipment to the site. The roadway and entrance to the station must be all-weather so that the station can
be accessed regardless of conditions by any type of vehicle at any time. Without a transmission source,
there can be no substation. Transmission is the mass delivery system that gets power to the site. If a
transmission line is not available to the site, it must be constructed to the site. Similarly for distribution,
the point of having a substation is to provide power to distribution lines that can deliver electricity to
customers. If such lines are not available near a site, construction is required to interconnect to where ever
they are. Construction of access features, transmission lines, and distribution lines clearly affect cost and
can have a significant impact on surrounding land use.
Project Description/Summary
The proposed Locust Substation will replace the existing substation situated further south on the same block
on South Locust Street. The project, as planned, will include four transfor�mers and five control
enclosures. Some of the substation metal structures will be approximately 65' tall and the transmission
poles as much as 95' tall. Visually, the new substation will be similar to other substations around Denton,
the most recent example being the new Cooper Creek Substation that is located on Audra Lane and Loop
288 East.
Site Location / Site Flistory
The proposed site for the Locust Substation is on a 5.5-acre irregularly-shaped tract at the southwest corner
of South Locust and Collins Street. The northern portion of the properiy is platted as the Garcia Addition,
while the remainder is unplatted. The tract is zoned Downtown Commercial General (DC-G), which
contemplates a commercial use. Basic utility facilities such as a substation are allowed uses in this zoning
category with a Specific Use Pe�rmit. The specific location for the substation on the site is constrained by
the shape of the tract, adjacent properties, and the adjacent streets. The 5.5-acre assemblage of prope�rty
includes the two lots adjacent to the proposed substation that are owned by the City. It is our intent not to
include those lots in the final plat, and accordingly, they are not included in the legal description that
accompanies this submittal.
A public open house meeting was held on October 16, 2013 to present the project to the neighborhood.
Both the Public Utility Board (7/28/14) and City Council (8/19/14) conducted public hearings and have
approved the site for construction of the substation.
Page 1 of 5
The site has been purchased by the City of Denton in two transactions. Deeds are attached and identified
as the Woods tract and the Garcia tract.
Surrounding Property Uses
The property is bounded on the north by Collins Street, with residential properiy that is zoned DC-G across
Collins. The east perimeter of the site is South Locust Street, with the Union Pacific railroad line beyond
that. The site is bounded on the south by two vacant, wooded lots that lie between the proposed site and
the e�sting substation. These lots are owned by the City of Denton. The property is bounded on the west
by two commercial businesses on prope�rty that is zoned DC-G.
Existing Site Conditions
The existing topography of the site slopes generally from east to west. There are no storm drain
improvements through or adjacent to the site. There are no floodplains or Environmentally Sensitive Areas
on or adjacent to the site.
Stor�m water on and across the site is currently primarily overland flow. Virtually no surface runoff enters
the site, but flow from upstream is discharged onto the site through a culvert under South Locust Street.
The site is currently undeveloped, and contains one small unused building. The southern portion of the site
was previously occupied by an auto body shop, which has recently been removed.
There is of course no e�sting vehicular traffic on the site itsel£ Adjacent circulation consists of traffic on
the adjacent streets, both of which are two-lane asphalt streets. There are no sidewalks on either street
adjacent to the site. Collins Street has been designated as a Residential Avenue Collector by City Staff.
However, in lieu of the full 65-foot right-of-way width, a sidewalk easement will be dedicated to provide
the necessa�ry space for the sidewalk, and the screening/security wall will be constructed at the edge of the
easement.
As an undeveloped property, there are currently no designated recreational or preservation areas on the site.
Existing water and sanitary sewer facilities are adjacent to the site, and there is no plan to construct addition
water or sewer with this substation. The substation will not be a manned station and will not have domestic
water or sewer needs.
Proposed Site Conditions
The proposed land use will be an electrical substation which is allowed in the DC-G zoning category with
a Specific Use Per�mit.
Proposed topography will generally match the natural lay of the land, draining to the northwest. A stor�m
drain system is proposed through the site to convey runoff from upstream to an outfall at the corner of
Collins and Myrtle Street.
A pe�rmeable rock surface will be installed over the entire substation inside the concrete security fence, with
the exception of the concrete access road around a portion of the inside perimeter of the substation. Runoff
will filter through the rock and follow the subgrade to discharge to the stream. Consequently, there will be
no measureable increase in runoff due to construction of the facility. Stor�m water detention is not
anticipated.
The fenced substation area will encompass nearly all of the prope�rty. The substation will be enclosed and
secured from public access by a 10-foot decorative precast concrete security wall colored to simulate rock
or brick construction. A site plan that shows the planned arrangement of the site is part of this application.
Page 2 of 5
In order to soften the appearance of the security wall along Collins, DME has agreed to plant some low
shrubs along the wall, and some ornamental trees between the sidewalk and the roadway. The trees will be
at least ten feet from the wall and will be 8' to 10' tall. The two adjacentparcels to the south, which contain
a number of large trees, will remain undeveloped. The site data table on the landscape plan shows that the
site will actually exceed the required tree canopy for the DC-G zoning.
Access to the facility will be from Collins and South Locust shown on the site plan. The substation will be
unmanned except during the infrequent visits which are required for operation of equipment, for
inspections, for testing, and when maintenance is required. Routine traffic in and out of the site will
generally consist of one se�rvice vehicle per week.
Substations are not public facilities but are restricted areas where significant measures are taken to exclude
unauthorized personnel. Access to the secured area (inside the substation security fence) will be restricted
to authorized or escorted personnel only. Pedestrian traffic onto and within the prope�rty outside the
perimeter wall will be intentionally discouraged because of safety and security concerns. No parking spaces
are designated on the site, as se�rvice vehicles can park an�vhere on the site.
Neither domestic water se�rvice nor sanitary sewer se�rvice are necessa�ry to the site.
Proposed Mitigation Measures
The proposed substation, by its very nature, will be compatible with adjacent properiy uses in a number of
ways. Because the site is unmanned and infrequently visited, there will be no traffic or dust related
nuisances. The substation does not make noise, and does not generate odors or fumes. Lighting on the site
will be minimal, and will meet or exceed the requirements of the applicable zoning category. The 10' high
concrete security/screening wall will serve as a visual buffer as well, and will be constructed to simulate a
rock or brick wall.
Consistency with the Denton Development Code
All electric utilities must design and construct power systems that provide the perfor�mance that is specified
in federal and state standards (FERC, NERC, ERCOT, TRE). State law requires that municipally owned
utilities construct facilities that at least observe the minimum clearances and practices stated in the National
Electrical Safety Code. Standards for substation security fencing do not allow any climbing aids either in
the type of fence construction or in any object near the fence. Clearly trees could be a climbing aid should
they be in immediate proximity to the fence or by being allowed to have limbs that are close to or
overhanging a fence. To avoid future problems, DME's position is to require a minimum clear area of 20'
outside a substation fence to the edge of any mature tree canopy, existing or planted. To protect the
transmission lines, a 75' wide easement is the common standard, and this easement is to be kept clear of
trees and tree canopy. Where the transmission lines traverse the substation site, the area within the
transmission easements, within the substation itself, and within the 20' clear buffer around the substation
must be kept clear of trees. The landscape plan submitted as part of this SUP package is intended to honor
those limitations and still provide the landscape area and tree canopy required by the DDC. The landscape
plan submitted with this application is based on treating the entire secured area of the site as a transmission
easement, along with those areas outside the secured site that fall within the transmission easements.
Tree prese�rvation standards will not apply to substation sites since station sites are part of the DME CIP
which serves as a utility master plan (see DDC Section 35.13.7.A.2.c.v.). Mitigation for tree removal is not
required. However, compliance with the Landscape Ordinance (Chapter 13 of the DDC) is required. As a
result, tree canopy, and landscape area minimum requirements will be met.
Specific Use Permit Conditions
The Denton Development Code outlines specific approval criteria for a Specific Use Pe�rmit. Taken from
the Specific Use Pe�rmit Checklist, these criteria are addressed below:
Page 3 of 5
A. That the use woulcl be in conformance with all stanclarcls within the zoning clistrict in which the use is
proposecl to be locatecl, ancl in conformance with the Denton Plan ancl fecleral, state or local law.
This proposed substation site is predominantly zoned DC-G. This site will exceed the minimum general
regulations for DC-G such as lot size and setbacks. Since the minimum landscaped area in Chapter 5
of the Denton Development Code is based on pe�rvious area, which includes the pe�rmeable rock surface
inside the station, both the maximum lot coverage and minimum landscaped area are greatly exceeded.
In addition, the landscape plan will meet the requirements of Chapter 13 of the DDC. Minimum
landscaped area (generally inte�rpreted in Chapter 5 as live planted areas) will meet or exceed the 15%
required, and the tree canopy (a combination of existing and planted trees) will meet or exceed the 20%
required
B. A specific use permit shall be issuecl only if all of the following conclitions have been met:
1. That the specifzc use will be compatible with ancl not injurious to the use ancl enjoyment of
other property nor significantly climinish or impair property values within the immecliate
vicinity;
Because the proposed substation site will not generate noise, odors, light, or traffic, and will be
screened from view to the extent possible, the substation will not in any way diminish or limit
the use and enjoyment of adjacent properties. In many ways, this substation is a desirable
neighbor because of the minimal impact it will have on surrounding properties.
2. That the establishment of the specific use will not impecle the normal ancl orclerly clevelopment
ancl improvement of surrouncling vacant property;
There is nothing about the proposed construction of the substation at this location that would
impede future development of the surrounding vacant properties.
3. That aclequate utilities, access roacls, clrainage ancl other necessary supporting facilities have
been or will be proviclecl,�
The proposed substation imposes virtually no impact on public infrastructure, as it does not use
domestic water or wastewater, there is virtually no traffic to the site and it generates virtually
no additional runof£ No supporting facilities are needed for this site other than the future
electric transmission line.
4. The clesign, location ancl arrangement of all clriveways ancl parking spaces provicles for the
safe ancl convenient movement of vehicular ancl peclestrian traffic without aclversely affecting
the general public or acljacent clevelopments;
Access to the substation is intentionally restricted to authorized personnel. There will be no
public vehicular or pedestrian traffic on the site, and no parking spaces within the facility, since
the site is only visited for maintenance or monitoring. The access drive from a public street
will be designed to accommodate the large trucks that could be necessary for future equipment
replacement.
S. That aclequate nuisance prevention measures have been or will be taken to prevent or control
offensive oclor, fumes, clust, noise ancl vibration;
As indicated above, the substation site will not generate odors, fumes, dust, noise or vibration,
so no prevention measures have been taken.
6. That clirectional lighting will be proviclecl so as not to clisturb or aclversely affect neighbonng
properties, ancl,�
The substation site will be protected by a 10' security fence, and except for emergencies will
not be visited by service personnel at night. Security lighting will be directed into the site as
much as possible.
Page 4 of 5
7. That there is sufficient lanclscaping ancl screening to ensure harmony ancl compatibility with
acljacent property.
The landscaping to be provided will meet or exceed the requirements of the DDC, and coupled
with the security fence, will provide a pleasing view from adjacent properties. Extra measures
have been taken to provide additional landscape features along Collins Street to soften the view
of the site from the residential properties across Collins Street.
C. That aclequate capacity of infrastructure can ancl will be proviclecl to ancl through the subject property.
As indicated above, no additional infrastructure is needed to support the proposed substation. The
existing water and sewer lines that traverse the site will remain.
D. That the Special Use is compatible with ancl will not have an aclverse impact on the surrouncling area.
The proposed substation will not generate objectionable noise, odors, light, or traffic, and will be
enclosed within a 10' security/screening fence. It will not increase runoff significantly. There will
simply be no adverse impact on the surrounding area.
Page 5 of 5
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City of Denton 215 E. McKinney St.
Denton, Texas 76201
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Legislation Text
File #: S15-0012a, Version: 1
AGENDA INFORMATION SHEET
DEPARTMENT: Department of Development Services
ACM:
DATE:
Jon Fortune
January 5, 2016
SUBJECT
Hold a public hearing and consider a Specif'ic Use Permit (SUP) for Multi-Family Dwellings on two properties
zoned Neighborhood Residential MiYed Use 12 (NRMU-12). The subject properties are approximately 0.24
and 0.33 acres in size and are located at 609 and 612 Meadow View Court, in the City of Denton, Denton
County, Texas. The Planning and Zoning Commission recommended approval of this request, subject to
conditions (6-0).
BACKGROUND
The subject properties, located at 609 and 612 Meadow View Court, were originally approved for apartments as
part of Planned Development District 8(PD-8) in 1970. Apartments were never constructed on the site and the
site remained undeveloped until 1984, when PD-8 was amended to permit fourplexes on seven of the eight lots
facing Meadow View Court. The remaining lot was reserved for a swimming pooL Five of the seven
fourplexes were constructed in 1985, but the two approved for 609 and 612 Meadow View Court were never
built.
In 2002, the subject properties, along with most of PD-8, were rezoned to a Neighborhood Residential Mixed
Use 12 (NRMU-12) District as part of the city-wide rezoning. Under the Denton Development Code (DDC),
fourplexes are considered multi-family dwellings and are only permitted subject to approval of a Specific Use
Permit (SUP) within the NRMU-12 zoning district. The applicant is requesting approval of an SUP for
fourple�multi-family development on the properties, as originally approved in 1985.
At the Planning and Zoning Commission (P&Z) public hearing on December 9, 2015, the owner of an abutting
property requested the applicant construct a fence along the western property line of 612 Meadow View Court
to preserve the privacy of his single-family home. Discussion followed about the benefits and feasibility of a
landscape buffer versus a privacy fence. In the applicant's absence, the applicant's representative was unwilling
to commit to the privacy fence at the public hearing, but was comfortable meeting with the abutting property
owner prior to City Council to come to an agreement. P&Z therefore recommended approval with staff's
conditions, in addition to a condition that the applicant construct a privacy fence along the western property line
of 612 Meadow View Court. P&Z, however, also wanted to convey to the City Council they would be
amenable to a vegetative screen if agreed upon by the two parties prior to the public hearing at City Council.
Following the P&Z meeting, the applicant agreed to construct the privacy fence as recommended by P&Z. For
clarification purposes, staff recommends the City Council define the height and building materials of the
privacy fence. The applicant has expressed willingness to construct a board-on-board privacy fence, up to eight
City of Denton Page 1 of 3 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: S15-0012a, Version: 1
feet in height.
OPTIONS
l. Approve as submitted.
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table item.
RECOMMENDATION
The Planning and Zoning Commission recommends approval of this request, (6-0) subject to the following
conditions:
L That the applicant construct a privacy fence along the western property line of 612 Meadow View
Court.
2. The maximum density of each lot shall be four units.
3. Each building shall be no greater than two-stories in height.
4. The proposed development shall substantially comply with the attached site plan.
The Development Review Committee recommends approval of this request, subject to the following
conditions:
L The maximum density of each lot shall be four units.
2. Each building shall be no greater than two-stories in height.
3. The proposed development shall substantially comply with the attached site plan.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On December 9, 2015, the Planning and Zoning Commission recommended approval of the rezoning request (6
-0).
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision.
The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public
Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and
Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council
agenda item contributes most directly to the following KFA and goal:
Related Key Focus Area
Related Goal:
EXHIBITS
Sustainable & Environmental Stewardship
5.4 Manage land use and preserve open/natural spaces
l. Staff Analysis
2. Site Location/Aerial Map
3. Zoning Map
4. Future Land Use Map
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File #: S15-0012a, Version: 1
5. Proposed Site Plan
6. Proposed Elevations
7. Site Photos
8. Public Notification Map and Responses
9. Planning and Zoning Commission Meeting Minutes
10. Draft Ordinance
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Michael J. Bell
Senior Planner
City of Denton Page 3 of 3 Printed on 12/31/2015
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City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: S15-0012, Version: 1
Planning Report
515-0012/Meadow View Lofts
City Council District 2
Planning & Zoning Commission
December 9, 2015
REQUEST:
Hold a public hearing and consider making a recommendation to City Council regarding a Specific Use Permit
(SUP) for Multi-Family Dwellings on two properties zoned Neighborhood Residential Mixed Use 12 (NRMU-
12). The subject properties are approximately 025 and 033 acres in size and are located at 609 and 612
Meadow View Court, in the City of Denton, Denton County, Texas.
OWNER:
Tauheed Siddiqui, TAAS Investments, LLC
APPLICANT:
Kevin Dingman, Seven-D-Four Architecture
BACKGROUND:
The subject properties, located at 609 and 612 Meadow View Court, were originally approved for apartments as
part of Planned Development District 8(PD-8) in 1970. Apartments were never constructed on the site and the
site remained undeveloped until 1984, when PD-8 was amended to permit fourplexes on seven of the eight lots
facing Meadow View Court. The remaining lot was reserved for a swimming pooL Five of the seven
fourplexes were constructed in 1985, but the two approved for 609 and 612 Meadow View Court were never
built.
In 2002, the subject properties, along with most of PD-8, were rezoned to a Neighborhood Residential Mixed
Use 12 (NRMU-12) District as part of the city-wide rezoning. Under the Denton Development Code (DDC),
fourplexes are considered multi-family dwellings and are only permitted subject to approval of a Specific Use
Permit (SUP) within the NRMU-12 zoning district. The applicant is requesting approval of an SUP for
fourple�multi-family development on the properties, as originally approved in 1985.
SITE DATA:
The site includes two lots on the located on the cul-de-sac of Meadow View Court. The properties were platted
as Lots 3 and 5 of the Denton North Addition in 1972, but have remained undeveloped. Utilities are available to
the site from the existing water, sewer, and electric lines along Meadow View Court.
Lot 4 of the Denton North Addition separates the two properties. Under different ownership than the subject
properties, Lot 4 was formerly the location of a swimming pool. According to aerial photographs and historical
City records, the pool was constructed prior to the development of the existing fourplexes on Meadow View
Court in the 1985. It was later filled sometime prior to 1999 and is currently surrounded by a chain-link fence
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File #: S15-0012, Version: 1
and trees.
USE OF PROPERTY UNDER CURRENT ZONING:
Under NRMU-12 zoning, the subject properties may develop with light commercial uses, including office and
retail, and institutional uses. The subject property may also develop with residential uses including townhomes,
dwellings above businesses, ar multi-family. Under NRMU-12 zoning districts, multi-family is permitted:
• With a Specific Use Permit (SUP); or
As part of a MiYed-Use Development; or
If the development received zoning approval allowing multi-family use with on year prior to the
effective date of the adoption of the DDC; or
• If allowed by a City Council approved neighborhood (small area) plan.
The purpose of the NRMU-12 zoning district is to promote Neighborhood Mixed Use Activity Centers, as
described in Denton Plan 2030. These activity centers would primarily allow a mix of retail and office to serve
their surrounding single-family neighborhoods as wells as residential such as townhomes or apartments.
NRMU-12 may also serve as a transition between neighborhoods and non-residential zoning districts.
SURROUNDING ZONING AND LAND USES:
North: To the north is a multi-family building located within an NRMU-12 District. Farther to the north is
duplex development within an NRMU-12 District.
East: To the east are multi-family buildings located within an NRMU-12 District.
South: To the south are multi-family buildings located within an NRMU-12 District.
West: To the west is a single-family neighborhood located within a Neighborhood Residential 2
(NR-2) District.
COMPATABILITY OF REQUEST WITH SURROUNDING ZONING/LAND USES:
With the exception of Lot 4, all other lots on Meadow View Court are developed with two-story fourplexes.
Multi-family dwellings are located on adjacent subdivisions to the east and south. To the north is a duplex
development. To west is a single-family neighborhood.
The applicant's request to construct two-story fourplexes on the subject properties is consistent with all existing
buildings on Meadow View Court and is compatible with other multi-family developments in the area. In order
to buffer the single-family neighborhood from the proposed development, Subchapter 13 of the DDC requires a
ten-foot landscape buffer along the western property line of 612 Meadow View Court.
COMPREHENSIVE PLAN:
Per the Future Land Use Map in Denton Plan 2030, the subject property is designated as "Moderate
Residential." This designation is primarily intended to promote single-family housing on small lots, typical of
Denton's more compact established single-family neighborhoods. The density of Moderate Residential should
range between four to twelve units per acre. Low-rise multi-family dwellings and townhomes may also be
located in these areas provided that they maintain a scale, style, and building orientation complementary of the
prevailing character of the area. This designation typically applies to centrally located areas that are situated
between established single-family neighborhoods and mixed-use or commercial areas where greater density can
be accommodated and can serve as a transition between lower density residential and non-residential uses.
CONSIDERATIONS:
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File #: S15-0012, Version: 1
l. The applicant is proposing to develop two fourplexes within an NRMU-12 District. Multi-family
developments that are not part of miYed-use development or small area plan require approval of an SUP in
the NRMU-12 zoning district. The approval criteria for SUP's is outlined in Subchapter 35.6.4 of the DDC:
a. That the use would be in conformance with all standards within the zoning district in which the use is
proposed to be located, and in conformance with Denton Plan 2030, and federal, state, or local law.
The p�^oposed develop�nent will be in confo�^�nance with all applicable standa�^ds of the NRMU-12
zoning dist�^ict, including density, lot di�nensions, building setbacks and height, lot cove�^age, and
landscaped a�^ea.
b. Additionally, an SUP shall be issued only if all the following conditions have been met:
i. 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 p�^oposed develop�nent is si�nila�^ to the othe�^ fou�^plex units along Meadow View Cou�^t in te�^�ns
of nu�nbe�^ of units, height, scale, and bulk. It is a continuation of the existing develop�nent patte�^n
along the cul-de-sac.
ii. That the establishment of the specif'ic use will not impede the normal and orderly development
and improvement of surrounding vacant property;
Lot 4 is a vacant p�^ope�^ty sepa�^ating the two subject p�^ope�^ties. O�^iginally platted in 1972, this
lot was developed with a swi�n�ning pool. This lot will likely be difficult to develop in the futu�^e due
its unique shape and location. These ha�^dships, howeve�^, we�^e the �^esult of the o�^iginal plat and
we�^e not c�^eated by any action of the cu�^�^ent p�^ope�^ty owne�^. Develop�nent of the site as p�^oposed
will not �^esult in any additional bu�^den to develop Lot 4 than p�^esently exists.
iii. That adequate utilities, access roads, drainage, and other necessary supporting facilities have
been or will be provided;
Wate�^, sewe�^, and electr^ic a�^e available fi^o�n the existing lines along Meadow View Cou�^t. No
public st�^eet o�^ t�^anspo�^tation i�np�^ove�nents a�^e necessa�y to develop the site.
iv. 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 adj acent developments;
The othe�^ fou�^plex lots on Meadow View Cou�^t have �^ea�^ pa�^king that is accessed via d�^iveways
fi^o�n Falhneadow Str^eet to the east. Acco�^ding to the app�^oved site plan fi^o�n 1984, these d�^iveways
we�^e to be extended to the subject p�^ope�^ties. The�^e we�^e no access ease�nents dedicated fo�^ this
pu�^pose, howeve�^, and without an ease�nent the applicant has no �^ight to access the subject
p�^ope�^ties th�^ough these d�^iveways. As a �^esult, access to the p�^ope�^ty will be p�^ovided via
d�^iveways di�^ectly fi^o�n Meadow View Cou�^t. No va�^iances a�^e necessa�y to p�^ovide the d�^iveways
as p�^oposed. All pa�^king spaces will be within the side o�^ �^ea�^ ya�^ds, as �^equi�^ed by Subchapte�^
13.13.2 of the DDC.
v. That adequate nuisance prevention measures have been or will be taken to prevent or control
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offensive odor, fumes, dust, noise and vibration;
Subchapte�^ 13 of the DDC �^equi�^es a 10 foot landscape buffe�^ with t�^ees and sh�ubs to be
located along the weste�^n pe�^i�nete�^ of 612 Meadow View Cou�^t to buffe�^ the single fa�nily
neighbo�^hood to the west.
vi. That directional lighting will be provided so as not to disturb or adversely affect neighborhood
properties; and
Lighting of the p�^ope�^ty will co�nply with the Light and Gla�^e �^equi�^e�nents in Subchapte�^ 13.12
of the DDC.
vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with
adj acent property.
The p�^oposed fou�^plexes will co�nply with landscaping standa�^ds in Subchapte�^ 13 of the DDC,
including str^eet t�^ees, pa�^king lot tr^ees, and the 45% �nini�nu�n t�^ee canopy cove�^age of the NRMU-
12 Dist�^ict. To buffe�^ the single fa�nily p�^ope�^ty to the west, the DDC �^equi�^es a Type-B 10 foot
landscape buffe�^ with five eve�^g�^een and deciduous t�^ees and 30 sh�ubs pe�^ 100 linea�^ feet along
the weste�^n p�^ope�^ty line of Lot 3.
c. That adequate capacity of infrastructure can and will be provided to and through the subject property.
All utilities and infi^ast�uctu�^e a�^e cu�^�^ently available to the site. No extensions o�^ i�np�^ove�nents a�^e
anticipated to facilitate the p�^oposed develop�nent.
d. That the specific 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.
i. Similarity is scale, bulk, and coverage.
ii. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and
mass transit use are considered beneficial regardless of capacity of facilities.
iii. Architectural compatibility with the impact area.
iv. Air quality, including the generation of dust, odors, or other environmental pollutants.
v. Generation of noise, light, and glare.
vi. The development of adjacent properties as envisioned in Denton Plan 2030.
vii. Other factors found to be relevant to satisfy the requirements of the DDC.
The specific use is co�npatible with the su�^�^ounding a�^ea in te�^�ns of scale, bulk, cove�^age, tr^affic
gene�^ation, a�^chitectu�^e, nuisance gene�^ation, and futu�^e land use designation. The p�^oposed
develop�nent will co�nply with all �nulti fa�nily design �^equi�^e�nents in Subchapte�^ 13.2 of the DDC.
2. The property is in an area designated as "Moderate Residential" on the Future Land Use Map of Denton
Plan 2030. Multi-family is allowed within Moderate Residential future land use area, so long as it is
complementary in scale, style, and orientation of surrounding uses.
The p�^oposed fou�^plexes will be co�nple�nenta�y with the nea�^by fou�^plexes along Meadow View Cou�^t in
te�^�ns of scale and o�^ientation. In te�^�ns of style, the nea�^by st�uctu�^es have b�^ick facades on the fi�^st floo�^,
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File #: S15-0012, Version: 1
siding facades on the second floo�^, and co�nposite shingle, hip �^oofs. The applicant intends to const�uct a
100% b�^ick fa�ade with co�nposite shingle, hip �^oofs. Conceptual elevations have been attached to illust�^ate
the applicant's intent. Staff does not �^eco�n�nend conditioning the elevations as the standa�^ds fo�^ app�^oval.
Multi fa�nily design standa�^ds in Subchapte�^ 13 of the DDC will dictate a si�nila�^ o�^ supe�^io�^ design than
su�^�^ounding p�^ope�^ties.
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:
L The maximum density of each lot shall be four units.
2. Each building shall be no greater than two-stories in height.
3. The proposed development shall substantially comply with the attached site plan.
OPTIONS:
l. 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, 22 notices were sent to property owners within 200 feet
of the subject property, 65 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:
Application Received:
lst Submittal Sent to DRC Members:
Comments Released to Applicant:
DRC Meeting with Staff.
2nd Submittal Sent to DRC Members:
Comments Released to Applicant:
Business Days under DRC Review:
Business Day out to Applicant:
Total Business Days:
EXHIBITS:
• Aerial Map
• Zoning Map
� Future Land Use Map
• Proposed Site Plan
• Proposed Elevations
� Site Photos
• Notification Map
September 10, 2015
September 14, 2015
October 2, 2015
October 8, 2015
November 9, 2015
November 25, 2015
20
31
51
Respectfully submitted:
Beverly Zendt
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File #: S15-0012, Version: 1
DRC Administrator
Prepared by:
Mike Bell
Senior Planner
City of Denton Page 6 of 6 Printed on 12/4/2015
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SEVI;I2f�I3ILI'I'Y CI:�ALJSF AND AN C;I�I�FC"TIVI_; D�1'I,�;. (515-0012)
WI-IrRE�1 S, Kevin Dingman, an behalf of the prc>perty owner, 'I'f1�� I1�vestments,
I_,I.,C, ha,5 applied ior a Speciiic Use Pcrmit (StJ�P) to allc>w Multi-F�amily Dwellin�s �n two
properties approximately 0.24 and 0.33 acres in size within a Nei�;hborhaod I�esidential
M�ixed U�se 12 (N��M�.J-12) zoning district and usc designation 1e�ally described in I;xhibit
"A", attached hereto ana incorporated here,in by reference (hereinafter, the "I'roperties");
and
WIIERL;AS, aFter notice published, a public hearing was held befare the Planning
and Zoning Commission in accordance with State law on December 9, 201 S, whereby the
I?lannin�; and Goning Commission recommended (6-0) of the x�equested SUP, subject ta
canditions; and
WI�LR�A�, on January S, 2016, after notice published, a public hearing was held
bei"are the City Council in accordance with State l�w and the City C:ouncil her�by �Cnds
that the request is cansistent with the Dentan �'lan and federal, state, and lacal law and that
the Applicant has a�;reed ta camply with a1l provisions af the; Denton Development Code,
as they exist, may bc� amen�ed, or in the ruture arising, including �ut not limited to, this
Ordinance, and has further agreed ta comply with the additional restrictions and canditians
set far�th herein; and
W�-IEREAS, the City Council has determin�d that it wi11 �be beneficial to I)enton
and its citizens to grant the �LJP; that such grant will n��t l�e dcirimental t<� the puk�lic
welfare, safety, or health; and that the SUI' shauld be granted; NOW T�IER:�F�ORE,
"I"I�F COUNCII_, OF TIIE CIT'Y O[' Ia1;N"I'ON �-IERETiY ORD�IINS:
SL;C"I'ION l. The findings and recitations containcd in the preamble of' this
ardinance are incorporatec� herein by reference and found ta be truc,.
SEC I'ION 2. The SUP to a11ow Mu1ti-I'amily Dwellings on the Properties is
hereby appraved, subject to the following conditions:
1. The maximum density o�' each 1ot sha11 be Eaur units.
2. I;ach buil�in� shall be no �;reater than tw� stories �in hci�;ht.
��:AL,eNal\C7ur L)oc�nnents\C)��diri�ncesU (iA,S 15-0012, Ordinancc.docx
3. ,1'�h� �rr��posc�d �c�v€;lc>�1nc.nt sl�all stizkast��tially �om�1y witih 1h� att��u�a�� sit� �laXa
(l:sxhibi�t "��3").
4. "1'he applicant sha11 canstt•uct a privacy fc;nce alc�ng the w�stern prc7pLrty line; ai`
612 Meac�aw V i�;w Cc7urt.
SFC"I'ION 3. IP any provision aP this a�•dinance or the applicatioi� th�reaf to any
person az� circumstance; is hcld invalid by any caurt, sLich invalidity shall not aFfect the
validity of 1:h�; �pr�visiol�s or applicatians, anc� to this �nd th� pr�visio�is ai' this ordina��cc
are severable.
SL;CTION 4. Any person violatang any provision of this ardinance shall, upan
canviction, be �ined a sum not exceeding 9i2,000.00. �acl� day that a pravision af this
ordinance is vic�lated sha11 cc�nstitutc� a s�;parate �nd distinct o�;�ense.
SLCT'lON 5. This ordinance shall become eCI'ective laurteen (14) days from the
date oi' its passage, and the City Sccretary is hereby dirLCted to cause the captian oI` this
ordinance to be published twice in the Denton Record-Chxonicle, a daily newspaper
publish�d in thc City of [7ent�n, 'T"exas, within ten (10) days ��'the datc o�' its passa�;�.
PASSEL) AND APPROVED this the day of , 2016.
CI-3�2.TS WA'T"TS, MAYUR
�rrrr��s�r:
JENNIF�'ER WAI.,'T'�I�S, Ci'TY S1=�C�F_,'1'AI2Y
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Neutral Parcels
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ie City of Denton has prepared maps for departmental use. These are not offcial maps of the City of DeMOn and should not be used for le
DeNOn and have been made available to the public based on the Public Information Ad. The Ciry of Denton makes every effort to produce
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Date: 12/28/2015
ring or surveying purposes but rather for reference purposes. These maps are the property of the (
the most curreN and accurete information possible. No warranties, expressed or implied, are provi<
In order for your opinion to be counted, please complete this form and mail to:
City of Denton
Department of Development Services
Attn: Mike Bell, Project Manager
221 N. Elm Street
Denton, TX 76201
�'�ou �cnay �also -�m�ii vr`fax a -�opy�to:
Email: mike.bell@cityofdenton.com
Fax: (940)349-7707
Project No: 515-0012
Please carc�e oneo
In favor of request Neutral to «��.����� Opposed to request
�..�.�.W �...�_ �
Comments:
Signature: �"�
Printed Name: �,
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Mailing Address: �� � � .....�� �'����"����� ,, �_ ...._�m, _....
City, State Zip:
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Phone Number: ��"� - . "��� ���,� �
.,..,e„ � ..�^ �. �_—. � ... .� ..�W_ ......�..... ...... .�n.,m�., .�
Email Address:
, �, �...
Physical Address of Property �r�t aia� 200 feet: �,��`����!',���� r�"�a� �.,,,,: ���� �������„w%6�U�
For specific information regarding the request, please refer to the City's website (see link below)
for staff's analysis. The staff analysis will be posted on December 4, 2015.
�������1���������,� ��!������� ����.��� �c����i��.a����r•������_���;,/� �t;� �wc:��i��c ��Il�,r��-����w���c �9.��ro��.���s�,K�� r�a�r.ar�1� � �°��C��r���
City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349.8541
www. c ity o fdent o n. c o m
In order for your opinion to be counted, please complete this form and mail to:
City of Denton
Department of Development Services
Attn: Mike Bell, Project Manager
221 N. Elm Street
Denton, TX 76201
You may also email or fax a copy tc�e
Email: mike.bell@cityofdenton.com
Fax: (940)349-7707
In favor of request
Comments:
Signature:
Printed Name:
Mailing Address
�[.�
l�
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Project 1V�a: 515-0012
Please cir�le one: ---�----�-----�� -�_ _
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Neutra] to request ������������ to request �.�,.���
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Phone Number: � �'� u�.�� '�.�.. �, L...�. ��.A.� .... — ..�.__— ...__�.. _�_�..�... _�..
Email Address: ... .. .._.— ...._ ...— ...me,�
Physical Address of Property within 200 feet: m� l l?- _�° N!' ��' �`�*�°��".— �
For specific information regarding the request, please refer to the City's website (see link below)
for staff's analysis. The staff analysis will be posted on December 4, 2015.
l�kt.��w.f���i����»���t���lc�������a� ������������,����N�a���tf�.�t,�¢;�c������,�'ll���-,.�������c,rl..�►����c���� r��i�;��ri�� ���c���
City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349.8541
www, cityo fdenton. c om
In order for your opinion to be counted, please complete this form and mail to:
City of I�enton
Department of Development Services
Attn: Mike Bell, Project Manager
221 N. Elm Street
Denton, TX 76201
�ou may also email or�'ax a copy�to:
Email: mike.bell@cityofdenton.com
Fax: (940)349-7707
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In favor of request
Comments:
Project No: 515-0012
Please circle one:
Neutral to request Opposed to request
Mailing Address:
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Physical Address of Property within 200 feet:
For specific information regarding the request, please refer to the City's website (see link below)
for staff's analysis. The staff analysis will be posted on December 4, 2015.
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City of Denton Planning Division/City Hall WesU221 N. Elm Street, Denton, TX 76201/940.349.8541
www. cityofdenton. com
B. Hold a�ublic hearin� and consider makin� a recommendation to Citv Council re _ a� rding a
Specific Use Permit (SUP) for Multi-Familv Dwellin�s on two properties zoned
Nei�hborhood Residential Mixed Use 12 (NRMU-12). The subject �ro�erties are
approximatelv 0.25 and 0.33 acres in size and are located at 609 and 612 Meadow View
Court, in the Citv of Denton, Denton Countv, Texas. (515-0012, Meadow View Lofts, Mike
Bell
Vice-Chair Briggle opened the Public Hearing. Mike Bell, Senior Planner, provided the backup
materials for this request. Staff sent out 22 Public Hearing notices to property owners within 200
feet of the subject site, and 65 courtesy notices to property owners within 500 feet of the subject
site. At this time staff has received one (1) returned response opposed to the request, and one (1)
returned response neutral to the request.
Bell stated staff recommends approval of this request based on the following conditions: L The
maximum density of each lot shall be four units; 2. Each building shall be no greater than two
stories in height; and 3. The proposed development shall substantially comply with the attached
site plan.
Commissioner Taylor questioned the areas in grey on the provided site plan. Bell stated those are
previous pavers.
Brent Duncan, 3106 Donna, Denton, Texas. Duncan stated he owns the property that neighbors
the subj ect site. He stated currently there is a lot of trash and debris on his site from the neighboring
duplexes. The site is not well maintained. Duncan stated he has concerns with the proposed two-
story structures. This will impede him from developing a new house on his property. He stated he
would be in favor of a single-story duplex.
Commissioner Hudspeth questioned Duncan on his primary concerns with the proposed
development. Duncan stated the height of the proposed structures. He would like to see a single-
story duplex developed. He stated he would also like to see a privacy fence installed. He would
like to see a privacy fence installed that would separate him from the subject site.
Commissioners Beck and Dudowicz discussed the potential for tree buffer on the site. Bell stated
there is a 60 foot utility easement on the site, he stated a fence would be a better option.
Kevin Dingman, architect, 8446 Winged Foot Drive, Frisco, Texas. Dingman stated based on the
proposed plans the two-story structure does not have windows facing Duncan's property. Dingman
stated the applicant would possibly be in favor of the fence if Duncan would help maintain the
fence. Dingman stated he can discuss the details with Duncan.
Commissioner Taylor discussed requirements for a proposed fence. Dingman stated it would
depend on the cost. He questioned if the fence would need to run the length of the subject site or
just the footprint of the building. Commissioner Taylor stated he would suggest at least the parking
area and the building footprint.
Paul King, 3112 Donna Road, Denton, Texas. King stated he resides next to Duncan. He stated he
has concerns with the increase of population and density. He existing structures are dilapidated,
those structures are held at a lower standard than his house. He stated he is concerned the proposed
structures would end up in the same condition.
There was no one else to speak on the request. Vice-Chair Briggle closed the Public Hearing.
Vice-Chair Briggle stated Duncan resides within 200 feet of the subject site. She would like to
receive clarif'ication from Legal. Aaron Leal, First Assistant City Attorney, stated he doesn't have
the percentage available for the opposition. Bell stated since the information was just provided by
the resident, staff will be able to determine the percentage prior to the City Council meeting. He
stated staff would also need to receive the opposition in writing from Duncan.
Commissioner Hudspeth stated he is in favor of a buffer to the site, he stated he would prefer a
tree buffer rather than a fence.
Commissioner Taylar motioned to approve the request with a condition that a fence or an
appropriate vegetation buffer be added to the western side of the subject site. Leal questioned if
Taylor's motion includes staff's conditions. Taylor confirmed.
Commissioner Rozell questioned leaving the decision of the buffer to the applicant and the
neighboring property owner. Leal stated he didn't gather the same information from the motion.
Leal stated the motion was a recommendation for approval with a privacy fence. There are
standards for how a privacy fence has to be developed. Commissioner Rozell questioned if the
motion is for the fence buffer or a vegetation buffer. Commission Taylor confirmed. He stated that
normally this Commission would specify which buffer requirement; however, the request still has
to go before City Council for their approvaL Leal requested Taylor restate his motion for the
record.
Commissioner Devin Taylar motioned, Commissioner Larry Beck seconded to approve this
request based on the following conditions: 1. The maximum density of each lot shall be four units;
2. Each building shall be no greater than two stories in height; 3. The proposed development shall
substantially comply with the attached site plan; and 4. A privacy fence be constructed along the
western boundary of the site, with the stipulation that this Commission would be amenable to a
vegetation buffer in lieu of a privacy fence. Motion approved (6-0). Commissioner Devin Taylor
"aye", Vice-Chair Amber Briggle "aye", Commissioner Frank Dudowicz "aye", Commissioner
Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell
"aye" .
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: ID 16-040, Version: 1
Agenda Information Sheet
DEPARTMENT: Denton Municipal Electric
CM/ ACM:
Date:
Howard Martin, 940-349-8232
January 5, 2016
SUBJECT
Hold a public hearing and consider adopting a resolution regarding the proposed sites for construction,
expansion, and use of an electric power transmission /distribution substation located along both the east and
west sides of South Mayhill Road between Spencer Road to the north and Pockrus Page Road to the south, in
the City of Denton, Texas, as part of Denton Municipal Electric's service territory. [Mayhill substation/Pockrus
to Mayhill]
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 Mayhill and Spencer road and a transmission line has been identified and shared with the
community.
DME held two open houses to inform the community regarding the siting of the proposed substation and
transmission routes and received feedback The first meeting was held on the evening of September 30, 2013.
The second meeting was held on May 28, 2015 at the Denton Center for the Visual Arts in Denton, TX.
OPTIONS
l. Recommend that City Council approve one of options presented.
2. Do not recommend approval of a site option and direct that other actions be taken.
3. Table discussion
4. Postpone action for another meeting.
RECOMMENDATION
In light of information received during the open house meetings and the PUB recommendation, DME
recommends that the City Council approve the `yellow' option.
PRIOR ACTION
The City of Denton Public Utility Board conducted a public hearing on December 14, 2015 to consider the site
(s) and a recommendation. The PUB recommended that the City Council adopt a resolution approving the
`yellow' option (as show in the attachments).
City of Denton Page 1 of 2 Printed on 12/31/2015
I� rw<�;i���i Iry I c��r:}i=;l„r�nw
File #: ID 16-040, Version: 1
EXHIBITS
l. Project Information
2. System Map Transmission lines
3. System Map Substations
4. Site Options Map
5. General Location Map
6. Resolution
Respectfully submitted:
Phil Williams
General Manager, DME
Prepared by:
Smith Day
Compliance Manager, DME
City of Denton Page 2 of 2 Printed on 12/31/2015
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Denton Municipal Electric
Ciry of Denton
1659 Spencer Road
Denton, TX 76205
Proj ect Information Sheet
New Pockrus Substation to Spencer Interchange 138 kV
Transmission Line and New Station Sites
Description of the Proiect
Denton Municipal Electric (DME) has identified several projects that are critical to maintaining
reliability and allowing Denton to continue to grow. Information on four of those projects is
presented herein (see attached map for project locations). The four projects are:
■ Construction of a new 138 kilovolt (kV) transmission line from the DME Pockrus
Substation along existing and new easements to the Spencer Interchange (Pockrus to
Spencer transmission line).
■ Construction of the new Mayhill Substation in an open area, on a site to be selected south
of Spencer road and between Loop 288 and Mayhill.
■ Construction of the new Brinker Substation on a site to be selected northwest of the
intersection of Loop 288 and Spencer Road, in an open area beyond existing commercial
buildings.
■ Construction of the New North Spencer Substation in an open area north or east of the
existing Spencer Generating Station.
These substations must be located along or near the final Pockrus to Spencer transmission line
route in order to connect the new transmission line into each of the three new substations.
The transmission line poles are expected to be single pole structures approximately 90 to 110
feet tall. The poles will be configured for two 138 kV transmission circuits and two 132 kV
distribution circuits. The exact height of each pole will be determined during the design phase of
the project. "Transmission" is the term used to describe higher voltage lines that are used to
"transmit" large amounts of power from one location to another. Transmission lines are major
supply circuits which terminate in substations, and are constructed using large towers or poles.
"Distribution" is the term used to describe lines that are lower in voltage and are used to
"distribute" power from the substations to customers around the city.
The final route for the new 138 kV transmission line will be determined with public input, staff
recommendations, and approval by the City Council of Denton. It is anticipated that the total line
length would be approximately 3.8 miles. DME is in the initial phase of planning and has
identified preliminary locations for the new transmission line andstation sites. There are existing
�
easements that could potentially be used for construction of the entire length of the transmission
line; however, alternatives to the existing route are being considered. The attached drawing
describes the existing easements and several options for other routes, as well as alternatives for
substation locations. Route segments and substation locations may be chosen that are different
from those shown. All new facilities will be owned and operated by DME.
Whv are the proiects needed and what are the benefits?
DME transmission lines are interconnected with the statewide transmission system which forms
a netwark that delivers power from generation sites to load centers, and then distributes it to
local customers. Interconnected transmission lines provide redundancy to the system and benefits
all utilities in an area.
State and federal laws outline specific and well defined performance requirements for
transmission 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
provides the performance required by the rules. If performance deficiencies are identified,
projects must be defined and constructed that resolve the deficit. In determining a solution for a
deficiency, alternatives must be considered that take into account benefits, impacts, and costs.
Once a transmission line solution is identified, it is generally evaluated through a utility peer
review process conducted by the Electric Reliability Council of Texas (ERCOT) before it may be
considered for construction. ERCOT is tasked with overseeing the planning and operation of
most transmission facilities in Texas. Its function is mandated by state law, and oversight is
provided by the Texas Reliability Entity and the Public Utility Commission of Texas.
Proiect Alternatives
DME has identified a set of proposed projects after examining loading of distribution facilities
and conducting the federally mandated analysis for transmission lines. The analysis revealed that
the existing transmission line between Pockrus and Spencer does not have the load carrying
capacity required by the performance criteria. Construction of a second transmission line along a
different route was chosen to resolve the transmission deficiency because:
• It provides two independent transmission lines on two different routes between Pockrus
and Spencer, which is an enhancement to system reliability.
• It allows the existing line to be reconfigured without reconstruction. The reconfiguration
will combine existing conductors from two circuits into one circuit to provide a 100%
increase in capacity for the existing line.
• It avoids a very difficult reconstruction of the existing transmission line.
• It provides increased flexibility for the transmission system to allow more options for
reconfiguring in the event of unexpected ar maintenance outages.
�
• It results in a significant gain in capacity when compared to reconstruction of the
existing line.
• It provides the new 138 kV transmission line required to serve the new substation in the
Mayhill area.
In summary, the proposed transmission line results in the greatest gains in system capacity and
flexibility for the lowest investment.
The following provides information on each of the substation projects:
1. Mayhill Substation: An additional substation is needed to serve load in the immediate area
east of Loop 288 and to provide adequate backup for existing southeast Denton substations.
2. Brinker Substation: This location is at an intersection of four transmission lines. The number
of transmission lines will grow to six in the future. Placing a station in this location to
interconnect the transmission lines adds significant flexibility to the transmission system in the
eastern areas of Denton and will include space for future installation of substation transformers.
3. North Spencer Substation: This is a forward looking project that is necessary for conversion
of the 69 kV loop to 138 kV that is planned for 2018. This station is necessary to adequately
interconnect all transmission lines in the area and to properly serve the Spencer Generating
Station. The existing Spencer Interchange is situated adjacent to the power plant cooling towers
and is quite restricted for space to route additional transmission lines into the station. Without
this station, space limitations in the area for routing transmission lines to the existing Spencer
Interchange may make it impossible to interconnect the additional lines when the 69 kV loop is
converted to 138 kV. The station location and configuration must be established now to allow the
interconnections to be planned, designs completed, and material ordered in order to have
construction completed in the 2016-17 timeframe.
The Route and Site Selection Process
The analysis phase of project development only identifies that a project is needed and what the
project should accomplish. As in this case for a transmission line where the endpoints are known,
the analysis does not mandate a specific route to those end points. The route selection process,
which includes requesting public input, is employed to establish the specific route. An alternative
set of routes and segments has been identified for the new transmission line and is depicted on
the attached map. Identif'ication of these routes and segments are the starting point for the route
selection process. 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 any of the alternative segments have been
notified by mail of the project and the public open house.
The City Council has approved the transmission line route and substation site selection
processes. This process presents the public with several opportunities to provide input. The first
step is for DME to conduct an open house where information is made available on the proposed
projects, 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 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 route and/or 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 routes or sites for the proposed facilities.
DME will provide notice by mail for the open house and for the PUB and City Council public
hearings.
Timeline for the Proposed Facilities
Following approval by the City Council of the proposed route or sites, DME will undertake
procurement of land or easements for the proposed facilities. This will take varying amounts of
time depending on the scope of the project. Design of lines and stations will begin as soon as
practical after it appears that land issues will be settled.
The following are planned completion dates for the Pockrus to Spencer transmission line and
related station projects:
l. Pockrus to Spencer 138 kV transmission line — 2015
2. Mayhill area station — 2018
3. Brinker area station — 2015-16
4. North Spencer area station— 2016-17
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.
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RESOLUTION NO. 2016 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON REGARD[NG THE
PROPOSED SITE FOR THE LOCATION AND CONSTRUCTION OF AN ELECTRIC UTILITY
SUBSTATION, AND TI-IE ROUTE FOR ITS CONNECTING TRANSMISSION LINES, ALL
SITUATED IN THE AREA ALONG B O T H S I D E S OF SOUTH MAYH[LL ROAD BETWEEN
SPENCER ROAD TO THE NORTH AND POCKRUS PAGE ROAD TO THE SOUTH, [N THE CITY
OF DENTON, DENTON COUNTY, TEXAS; AND PROV[DING AN EFFECTIVE DATE.
WHEREAS, the City af Denton's electric department, Denton Municipal Electric ("DME"), has
previously announced that in order to both maintain present reliability and serve future load and
needs of its customers the necessity exists for the location and construction of a substation and its
connecting transrn'rssion lines all situated in the area along both af South Mayhill Road between Spencer
Road to the north and Pockrus Page Road to the south in DME's certificated service territory; and
WHEREAS, DME has diligently examined a number of passible locations in the area of the
City to the immediate east and west sides of South Mayhill Road in order to determine an apprapriate
site for the location and construction of the substation and connecting transmission lines and has
considered the impact on homeowners, displacement of residents, cost of easements, transmission
and distributian line construction costs, engineering factors, praximity to other substations, and other
relevant factors to the extent reasonably possible; and
WHEREAS, DME staff then conducted m o re t h a n a n e open house meeting, with
advanced notices being mailed to landowners who own praperty within 540 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 open house, the City's Public Utility Baard ("PUB"), during a
regularly scheduled open meeting, held a public hearing to allaw further public input befare
making a recommendation to the City Council for the location and construction of the
Mayhill Substation; and
WHEREAS, the FUB, after considering all public camment and the recommendations of
DME staff, recommended ta City Council by a vote of 7-0 that the "optian 1(yeliow)" be selected
as the site for the location and construction of the Mayhill Substation and its cannecting transmission
lines; and
WHEREAS, the City Council, after considering all of the facts and circurnstances, is of
the opinion, and the City Cauncil finds, that "option 1(yellow}" is a feasible site option for
the location and construction of the Mayhill Substation and its cannecting transmission route; NOW,
°I'1_lH COCINC`1L ()1� 'C"f-�I:�, �1'1"Y C�I� I)I;�J"I"C)�l E�I�S(JLVI:;S:
S(�G���°I(7T� 1. �I"�7�; C'ity C:o�ar�cil ��p���re�v�:� th� "�.��ii�ar�7 1(yel�c�w)" a� �17�;� sit�e for Iac;�aCi�a���
��i�ci cc�nst►-uctio�� c�9�' C:7�ntc�r� Mur�ici}��l El��:iri��'�; lu1 � y I� i! 1 S��rhst�tic�n its cc�r��ne�clir��
trr��r7s����ission �°c���t�, ���d tl��c� ;�a���c is c�e�aiclecl �s the "yellt����� c��tic�n" «►� th�. att���ch�d ���p ►�aa���kc�d ��s
l�xl�it�it ``1"ancl ciir•ect5 [7M1; t<� ��cc�ui►�e thu site cic;�;i�r�atecl as tlie "c7��tia�� i(yclic�w)" in �ub�tanti4�l
���x77�liar���c� ���°ith whr�l is slxa��r�� c��7 thc .�tt�cN�ec� r7�t�E�.
SI:C7�I0�," ?. 1"ka� r�;cit�tl� s�:t fcxrth it� tfi� }�ceG�mbl�, tc> tl�i;; ��csc�lutic��� ���-� ir�cr7���ac���G�1�:c� i«,
a���d a��e rnt�ci� r� ��acC �7f�this M•c�alutian f�c��• r�ll �����rp��se��.
�;�;C�I"101�! 3. This r�sal��tior� sl�{rll t�tke �;ffect irn����:rli��tLly Er�c�m ar�ci ��ttcc its �dr�ptic>r�.
C'ASSC..;D Ai"�D AP1'(2C7V�I7 this thc; _.�.�cla�� c>t',Car�uaa°y, ?C)lCi.
C; H It I S W,� `l��""�I" �;, i�1 A Y C) R.
.iCN�dIF1;l2 Wt1l I"[�:(�S, C;I°I,Y �i;CC�.�:;'1.,AftY
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,�PC'I2C►VCI;7 A`� `�I�(� Iu1�:�:Gt11_, I.:CJRSvk:
�11*II'1ryA �31���G�SS, C"I"!'Y AT�'f�R1�C,'�'
E3Y:
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
���'u'� I�ui�im�lll��l� www.cityofdenton.com
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Legislation Text
File #: ID 16-060, Version: 1
Agenda Information Sheet
SUBJECT
Willie Hudspeth regarding City Hall.
City of Denton Page 1 of 1 Printed on 12/31/2015
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